SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

x ANNUAL REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2009~~2010

o TRANSITION REPORT UNDER SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

BRAMPTON CREST INTERNATIONAL, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-1321002	30-0286164
(State or other jurisdiction ofincorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(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
3107 Stirling Road, Suite 201, Fort Lauderdale, FL		33312
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (~~305~~954) ~~428~~374-~~8300~~0555

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

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

None

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

Common Stock, $0.001 par value per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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

Yes x No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o 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. ~~Yes~~Yesx ~~x No o~~Noo

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

Large accelerated filer o		Accelerated filer o
Non-accelerated filer o		Small Reporting Company x

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

The aggregate market value of voting and nonvoting common equity totaling 132,045,881 shares held by non-affiliates computed by reference to the price (i.e. $.04005 per share) at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, ~~2009~~ 2010 was approximately $5660,~~281,835~~209.

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

The number of shares outstanding of each of the issuer’s classes of equity securities, as of the latest practicable date: As of ~~April~~May 1513, ~~2010~~2011, there were ~~160~~ 200,~~054~~000,~~881~~000 shares of ~~Common~~common ~~Stock~~stock, $0.001 par value per share, issued and outstanding,. ~~Upon~~The ~~the~~foregoing ~~issuance of~~excludes ~~additional~~outstanding preferred shares toconvertible ~~board~~into ~~members~~5,281,531,604 ~~and~~common ~~employees~~shares, and ~~consultants~~outstanding ~~for~~notes ~~accrued feels~~convertible ~~and~~into ~~salaries~~50,000,000shares ~~the~~of common stock, subject to increase in authorized number of shares of ~~Common~~common stock ~~outstanding~~at ~~will~~the ~~increase~~next ~~to 190,119,191~~stockholder meeting.

Documents Incorporated By Reference

None

Brampton Crest International, Inc.

FORM 10-K ANNUAL REPORT

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2009

TABLE OF CONTENTS

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

Forward Looking Statements — Cautionary Language

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

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, Selvac Corporation restated its Certificate of Incorporation and changed its name to Mehl/Biophile International Corporation. On March 22, 2000, the Company reorganized as Hamilton-Biophile Companies. On November 26, 2001, the Company re-domiciled to Nevada. Hamilton Biophile Companies changed their name to Brampton Crest International, Inc., effective on November 18, 2004.

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

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

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

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

General Overview

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

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

AEN Business Summary

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

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

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

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

AEN hardware has been installed in ten (10) governmental agencies in Florida, including the National Hurricane Center in Miami. During Tropical Storm Fay and Hurricanes Gustav, Hanna, and Ike in 2008, and Hurricane Ida in 2009, governmental personnel successfully used AEN to broadcast live briefings on the storms. These broadcasts included storm forecasts, evacuation plans, school closings, shelter locations and other critical information. Important localized information was carried live by the Weather Channel website (weather.com), the Miami Herald (www.miamiherald.com), and nearly 90 other sites in 2009. The information, especially in the storm areas, was widely viewed. The feedback from the use of the system was very positive from our governmental and media partners, and we received several inquiries from additional governmental agencies, media outlets, and private companies interested in utilizing our service – both in and out of Florida. 4

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

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

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

5Management is aware that recent worldwide economic events have created substantial uncertainty in both the size and administration of governmental budgets. In spite of the initial favorable response to the deployment of the AEN system, the ability of the company to prosecute the AEN business was severely affected by the current economic environment which is negatively affecting tax revenues in many jurisdictions.

Management is ~~aware~~believes that ~~recent~~the ~~worldwide~~business ~~economic~~opportunities ~~events~~for ~~have~~the ~~created~~AEN ~~substantial uncertainty~~system incontinue, ~~both~~however the ~~size~~company ~~and~~needs ~~administration~~additional ofcapital ~~governmental budgets. In~~to ~~spite~~finance ofoperations ~~the~~and ~~favorable response~~ to ~~the~~pursue ~~deployment~~such ofsales ~~the AEN~~opportunities. Monthly ~~system,~~expenditures ~~our~~for ~~projected~~personnel ~~rate~~and ofbusiness ~~revenue~~operations ~~growth~~have ~~has~~ been ~~adversely~~significantly ~~affected~~decreased ~~by the~~to ~~current~~preserve ~~economic~~our ~~environment~~limited ~~which~~capital. It is ~~negatively~~expected, ~~affecting tax revenues in many jurisdictions. However~~however, ~~our management believes~~ that ~~overall~~ ~~future~~staffing ~~anticipated demand for our services~~ will ~~continue~~increase toagain ~~be robust. In~~when ~~light~~and ofif ~~the~~sales ~~economic~~are ~~climate,~~generated ~~the Company is developing an entry-level system that will allow municipalities~~ and ~~other government~~revenue ~~agencies to distribute their live video~~increases, ~~but~~of ~~with~~which ~~fewer~~no ~~features~~assurances ~~and back-up~~can ~~systems~~be ~~than the original AEN system~~given. ~~Management~~ ~~expects~~See ~~to test~~"Risk ~~and deploy this new, more efficient version of its system in 2010~~Factors."

~~Management believes~~In ~~that~~July, ~~the~~2008, ~~business~~AEN ~~opportunities~~signed ~~for~~a ~~the~~strategic ~~AEN~~agreement ~~system~~with ~~are~~Peacock ~~present~~Productions, ~~and~~a ~~we are~~division ~~working~~of onNBC ~~capitalizing~~News, onwhich ~~these~~in ~~opportunities.~~turn ~~However~~is a division of NBC Universal, weInc., ~~will~~pursuant ~~need additional~~to ~~capital~~which AEN provided to ~~finance~~Peacock ~~our~~its ~~operations~~expertise and toexperience ~~pursue~~on ~~such~~engineering ~~sales opportunities~~and meteorological issues. In ~~addition~~return, ~~monthly~~AEN ~~expenditures~~was ~~for~~provided ~~personnel~~with ~~and business~~a ~~operations~~revenue ~~have~~stream ~~been~~and ~~decreased~~an opportunity to ~~preserve~~actively ~~our~~explore ~~limited capital~~new potential uses and deployments of the AEN network with industry leading, world-class brands including the Weather Channel. It isThe ~~expected~~agreement, ~~however~~which ended April 30, ~~that~~2009, ~~staffing~~provided ~~will~~close ~~increase~~and ~~again when~~regular ~~sales~~interaction ~~are~~between ~~generated~~AEN, NBCU, and ~~revenue~~the ~~increases,~~Weather ofChannel during which notime ~~assurances~~AEN ~~can~~provided ~~be given.~~advice ~~See~~with ~~"Risk~~respect ~~Factors~~to matters such as growth opportunities in programming and technology."

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

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

Background of the United States Emergency Communications System

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

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

In addition, in the modern world, blogs and various social-networking websites and mechanisms provide a continuous flow of information during a disaster situation. This information is often inaccurate or incomplete, however, which can cause public confusion. The AEN design represents the the only system that has been deployed so that municipalities and agencies would be able to distribute official live video news briefings through media websites in order to minimize rumors and to correct misinterpretations.5

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

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

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 is designed to 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. The AEN system is designed to collect and distribute the practical, detailed, and localized information that people need to understand the scope of the emergency and perhaps more importantly to quickly and reliably access post-disaster information that directly affects their lives.

Markets

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

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

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

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

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

General Company Description

History

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

Services

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

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

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

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

AEN’s business model call for video feeds to be distributed for free to the public on the internet via media websites, while access to “premium” content (such as broadcast-resolution video streams – whether live, recently recorded, and/or archived) would be sold on a subscription basis to television outlets and other entities.7

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

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

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

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

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

Company Locations and Facilities

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

Market Analysis

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

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

a. Intra-government communications systems;

b. Public emergency alert dissemination systems; and

c. Public emergency information dissemination systems

Intra-Government Communications Systems

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

Public Emergency Alert Dissemination Systems

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

As previously noted, the WARN Act (passed by Congress in 2006) directed the FCC to create a standard for sending short alert ~~message~~messages 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 imminent or 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.

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 type of critical information. AEN’s design envisions a reliable, centralized database and distribution system for national distribution of official disaster-related news briefings, and viewing of that information via live streaming (as the information is delivered) or by access to archives of the video streams.

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

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

Business Strategies

Strategic Overview

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

Operational Strategy

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

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

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

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

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

Physical Infrastructure Strategy

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

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

The creation of the Department of Homeland Security, and the accompanying systems and procedures, has made the problem even more acute. Now, most cities of any size have an emergency operations center where instructions and information are generated for the community. Previously, in much of the United States, only relatively large (geographically or in population) governmental entities have had a centralized operation that activated during disasters. The post-9/11 configuration means that full media coverage is impractical, especially in large metropolitan areas. No news organization has the resources to send crews to every municipality. After a disaster, 24/7 coverage of big-cities’ emergency operations centers challenges local-media resources, let alone covering all of the new suburban EOCs, of which there are likely dozens in a major metro area. AEN is designed to be the conduit for all governments to send their 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 system that responsible public officials can use to immediately communicate the exact boundaries, evacuation routes, shelters and other critical details to the local media, and thereby to the public. The necessary organized, structured, direct connection between government officials and the media (and therefore the public) is missing. AEN is designed to bridge that gap.

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

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

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

Business Development

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

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

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

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

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

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

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

AEN is designed to distribute live video streams to media websites for distribution to the public, which would 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.

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

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~~could bring credibility, added importance and public relations benefits to the strategic partners. The Company has ~~already~~in the past developed several key alliances, and issubject ~~continually~~to inadditional ~~the~~financing, ~~process~~we ofwould ~~developing~~seek to develop additional ~~such~~ strategic relationships.

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

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

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

Weather Decisions Technologies (WDT) : WDT places high-value video content on media websites and markets AEN’s government-agency live video feeds nationally. In 2009 300 plus media websites contracted with WDT to receive AEN video feeds.

~~The Company~~Kitty ~~intends~~Code, toLLC: ~~pursue~~In ~~additional~~2010, ~~strategic~~2000 ~~relationships~~plus ~~with~~iPad ~~important vendors,~~users ~~technology~~purchased ~~partners,~~Kitty ~~and~~Code’s ~~key~~Hurricane ~~distributors~~App featuring AEN’s video feed from the National Hurricane Center.

Employees

The Company’s team currently consists of ~~three~~no ~~(3)~~full-time employees and several independent contractors. ~~Each~~Additional ~~management~~financing ~~hire~~is ~~has~~required ~~been carefully selected~~ to ~~address~~ ~~immediate~~staff ~~needs~~the inCompany ~~particular~~at ~~functional~~desired ~~areas,~~levels ~~but~~to ~~also~~operate ~~with consideration of~~ the Company’s ~~future~~and ~~needs~~attempt ~~during~~to aattract ~~period of expected growth and expansion~~revenues. ~~Value~~ isSee ~~placed~~"Risk 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 deploymentFactors."

Other Potential Business Opportunities

The Company requires additional financing as described under "Risk Factors" to sustain and grow the AEN business and to hire qualified management and employees to execute our business plan. We can provide no assurances that additional financing will be obtained to grow the AEN business on terms satisfactory to us, if at all. In the absence of such additional financing, the Company will seek to establish or acquire other business opportunities and to obtain financing for same. In such event, the Company may be required to sell or shut down the AEN operations. We can provide no assurances that a new business can be established or acquired or that additional financing for any such new business opportunity or acquisition will be available on terms satisfactory to us, if at all. In the event that the decision is made to sell the AEN business or to cease its operations, we can provide no assurances that the Company will realize any substantial sums of money from the sale of any such business. See "Risk Factors."

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.

12RECENT AGREEMENT SHALL CAUSE SUBSTANTIAL DILUTION TO CURRENT STOCKHOLDERS.

In May 2011 at a time when the Company was insolvent and unable to meet our obligations as they became due and payable, the Company entered into an agreement to obtain up to $250,000 of financing from MRP Group, LLC. Of the $250,000 in financing, MRP Group agreed to provide $10,000 in exchange for Preferred Stock and up to $240,000 in loans payable upon demand. The Preferred Stock issued to MRP Group provides for the right to convert into 95% of the currently issued and outstanding shares of Common Stock (including the right to vote and equivalent number of shares), subject to stockholder approval of an increase in the number of shares of Common Stock at the next stockholder meeting. This agreement will cause substantial dilution in both voting and economic interests to the existing common stockholders.

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

We will be relying on additional external equity and/or debt financing and funding. ~~While~~ we have accepted a subscription agreement to receive up to six tranches of $250,000 each, to this date we have received $20,000 and an additional $230,000 is due to be paid the week of April 19, 2010 under the terms of the agreement. We can provide no assurances that we will receive said additional funding or other financing on terms satisfactory to us. If we cannot achieve the requisite financing and complete the projects as anticipated, this could adversely affect our business, the results of our operations, prospects, and financial condition.

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

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

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

It is time consuming, difficult and costly for us to develop and implement the additional internal controls, processes, written and reporting procedures required by the Sarbanes-Oxley Act. We have identified a material ~~weaknesses~~ weakness which ~~are~~is described under Item 9A. We ~~have~~ hired an outside firm to attempt to cure ~~these~~our past material weaknesses and these weaknesses were dealt with in 2010. WeHowever, ~~also~~our prior Principal Executive Officer resigned and we now have a material weakness with one officer doing many jobs and our Company having a material weakness due to the failure to have adequate job segregation. We may need to hire additional financial reporting, internal auditing, and other finance staff in order to be in compliance with Section 404. If we are unable to comply with these requirements of the Sarbanes-Oxley Act, we may not be able to obtain the independent accountant certifications that the Sarbanes-Oxley Act requires of publicly traded companies.

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

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

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

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

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

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

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

HISTORY OF OPERATING LOSSES

~~Our~~ As of December 31, 2010, we have an accumulated deficit of $ 15,498,867. We can provide no assurances that current business operation of AEN will be successful or operate at a profit. The Company ~~was~~requires ~~originally~~additional ~~engaged~~financing inas ~~the~~described ~~sale~~herein to sustain and ~~distribution~~grow ofthe ~~consumer~~AEN ~~personal care~~business ~~products~~and to hire qualified management and ~~professional~~employees ~~laser~~to ~~hair~~execute ~~removal~~our business plan. We ~~also~~can ~~had~~provide ano ~~loan origination~~assurances ~~business~~that ~~and~~additional ~~made~~financing ~~one~~will ~~$200,000~~be ~~loan~~obtained to grow the AEN ~~before~~business weon ~~acquired it. As~~terms ofsatisfactory ~~December~~to 31us, ~~2009,~~if weat ~~have~~all. anIn ~~accumulated~~the ~~deficit~~absence of ~~$14~~ such additional financing,~~213,830~~ the Company will seek to establish or acquire other business opportunities and to obtain financing for same. In such event, the Company may be required to sell or shut down the AEN operations. We can provide no assurances that ~~current~~a new business ~~operation~~ ofcan ~~AEN~~be established or acquired or that additional financing for any such new business opportunity or acquisition will be ~~successful~~available ~~and~~on ~~operate~~terms satisfactory to us, if at aall. In ~~profit~~the event that the decision is made to sell the AEN business or to cease its operations, we can provide no assurances that the Company will realize any substantial sums of money from the sale of any such business. See "Risk Factors."

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

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

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

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

OUR AEN NETWORK SYSTEM HAS NOT BEEN COMMERCIALLY SUCCESSFUL.

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

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

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

1416

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

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

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

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

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

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

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

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

RISKS RELATING TO AN INVESTMENT IN OUR COMMON STOCK

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

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

the markets for similar securities;

our financial condition, results of operations and prospects;

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

changes in our industry and competition; and

general market and economic conditions.

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

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

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

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

changes in our industry and competitors;

our financial condition, results of operations and prospects;

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

general market and economic conditions; and

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

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

WE DO NOT ANTICIPATE PAYING CASH DIVIDENDS IN THE FUTURE.

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

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

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

Authority of the board of directors to issue preferred stock.

Prohibition on cumulative voting in the election of directors.

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

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

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

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

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

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

FORWARD-LOOKING STATEMENTS

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

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

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.

OUR AUTHORIZED COMMON STOCK WILL NEED TO BE INCREASED BY STOCKHOLDERS.

Due to our recent financing as described in the "Risk Factors," we will need to increase the authorized Common Stock at a stockholder meeting called for this purpose. In October 2007, our authorized Common Stock was increased by the Board of Directors from 200,000,000 shares to 950,000,000 shares. We plan to have stockholders approve an increase in the authorized number of our common shares to six (6) billion shares. We can provide no assurances that existing common and preferred stockholders will ratify, adopt and approve our proposed new capital structure.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Not applicable to smaller reporting companies.

ITEM 2. DESCRIPTION OF PROPERTY.

Our executive and operations offices are located in ~~Miami~~Fort Lauderdale, Florida. ~~The Company rents~~at ~~approximately~~the ~~2,311~~office ~~square feet~~ of ~~office~~an ~~space.~~independent ~~The~~consultant ~~Company~~to ~~pays~~the ~~rent on a monthly basis of $4,269 per month~~Company. ~~Also,~~No ~~the~~rent ~~Company~~ is ~~responsible for~~currently anpaid ~~additional~~to ~~$738~~the ~~per~~consultant ~~month~~ for ~~operating cost pass-through. Consequently,~~ the ~~total~~use ~~rent~~of ~~payment~~such ~~is $5,007~~facility. ~~The~~ ~~current~~In ~~month-to-month~~the ~~arrangement~~event ~~expires~~that onadditional ~~April~~financing ~~30, 2010.~~is ~~The~~obtained ~~management~~and ~~intends~~new tomanagement ~~sign~~is ahired ~~new~~to ~~lease~~operate ~~for~~our ~~the~~AEN ~~same~~business ~~space~~or ~~with economically~~other ~~more~~business ~~favorable~~opportunity, ~~terms. See~~we ~~"Item~~will 1"have ~~for~~to ~~additional information~~obtain ~~regarding~~suitable facilities.

ITEM 3. LEGAL PROCEEDINGS.

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

ITEM 4. ~~REMOVED AND~~ RESERVED.

1821

PART II

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

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

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

Periods	High		Low
Fiscal Year 2009
First Quarter (January – March 2009)	$	.09	$	. 02
Second Quarter (April – June 2009)	$	. 20	$	. 02
Third Quarter (July – September 2009)	$	.08	$	.04
Fourth Quarter (October – December 2009)	$	.09	$	.02
Fiscal Year 2008
Fiscal Year 2010
First Quarter (January – March 2008)	$	.31	$	. 19
First Quarter (January – March 2010)	$	.08	$	.03
Second Quarter (April – June 2008)	$	. 30	$	. 15
Second Quarter (April – June 2010)	$	.04	$	.02
Third Quarter (July – September 2008)	$	.26	$	. 10
Third Quarter (July – September 2010)	$	.02	$	.01
Fourth Quarter (October – December 2008)	$	.15	$	.02
Fourth Quarter (October – December 2010)	$	.01	$	.002

On ~~March~~ May 16, ~~2010~~2011, the closing ~~bid~~sales price of our common stock was $ .~~044~~005.

Dividends

We may never pay any dividends to our shareholders. We did not declare any dividends for the years ended December 31, ~~2009~~2010 and ~~2008~~2009. Our Board of Directors does not intend to distribute dividends in the near future. The declaration, payment and amount of any future dividends will be made at the discretion of the Board of Directors, and will depend upon, among other things, the results of our operations, cash flows and financial condition, operating and capital requirements, and other factors as the Board of Directors considers relevant. There is no assurance that future dividends will be paid, and if dividends are paid, there is no assurance with respect to the amount of any such dividend.

Transfer Agent

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

Recent Sales of Unregistered Securities

During the year ended December 31, ~~2009~~ 2010, the Company had issuances of unregistered securities as follows:

Date of Sale	Title of Security	Number Sold	Consideration Received, Commissions	Purchasers	Exemption from Registration Claimed
_December 24, 2009	Common Stock ; Notes	11,000,000 Shares; $220,000 of notes	$220,000 received in cash for notes payable; no commissions paid	Accredited Investors	Section 4(2), Rule 506
April 2010	Convertible Notes (1)	$250,000 principal amount	$250,000 received in cash for notes payable; no commissions paid	Accredited Investors	Section 4(2), Rule 506
December 2010	Preferred Stock	10,000,000 shares (2)	Services rendered; no commissions paid	Accredited Investors	Section 4(2), Rule 506

The offer and sale of shares of our common stock were effected in reliance on the exemptions for sales of securities not involving a public offering, as set forth in Rule 506 promulgated under the Securities Act and in Section 4(2) of the Securities Act, based on the following: (a) the investors confirmed to us that they were “accredited investors,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and had such background, education, and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities; (b) there was no public offering or general solicitation with respect to the offering; (c) the investors were provided with certain disclosure materials and all other information requested with respect to our company; (d) the investors acknowledged that all securities being purchased were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act; (e) a legend was placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequent registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act; and (f) no finder's fees were paid22

19(1) Currently, these notes are convertible into preferred shares which are in turn convertible into 50,000,000 common shares.

~~NEW~~(2) ~~SALES~~Each ~~OF STOCK~~preferred share is convertible into one (1) common share, subject to increase in the authorized number of shares to at least six (6) billion shares.

On ~~April 14~~May 13, ~~2010~~2011, the Company ~~agreed~~entered tointo aan ~~stock subscription~~ agreement with anMRP ~~investor. The~~LLC ~~agreement~~as ~~states~~described ~~the~~below ~~Company~~which ~~will~~has ~~sell~~resulted upin toa ~~$1,500,000~~change in ~~five~~control. In ~~year convertible~~December ~~debentures~~2010 ~~(converting~~and toMay ~~an aggregate of 300~~2011,~~000,000 shares~~ the Company’'s ~~common~~board ~~stock~~approved ~~[“Common~~an ~~Stock”~~exchange orfor ~~the~~services ~~“Shares”])~~rendered, ~~subject~~the toissuance ~~certain terms~~of ~~and~~Series ~~conditions. The~~1 ~~Company~~Preferred ~~will,~~Stock ~~subject~~convertible tointo ~~continuing confirmation~~an aggregate of ~~Accredited~~12 ~~Subscriber~~million ~~Status~~shares ~~accept subscriptions~~ of ~~$250,000 every~~Common ~~ninety (90)~~Stock. ~~days~~In ~~following~~connection ~~the~~with ~~initial~~this ~~investment~~transaction, ~~until~~Janis ~~the full Offering amount is satisfied or the Company~~Farnham, inBryan ~~its sole discretion~~Janeczko, ~~terminates~~ ~~the~~Robert ~~Offering~~Wildberger ~~(each~~and aBrad ~~“Tranche”);~~Hacker ~~except~~received ~~that~~Series it1 isPreferred ~~acknowledged~~Stock ~~that the~~convertible ~~initial~~into ~~investment~~9,500,000 ~~shall be satisfied in two payments~~shares, ~~one of $20~~750,000 ~~on April~~shares, 14750,000 ~~2010~~shares and ~~the~~1,000,000 ~~remainder~~shares of ~~the~~Common ~~payment~~Stock, ~~consisting of $230~~respectively,~~000,~~ subject to ~~be paid~~an increase in the ~~week~~authorized number of ~~April~~shares ~~19,~~of ~~2010. The~~Common ~~Company~~Stock ~~may,~~at inthe ~~its~~next ~~sole discretion,~~stockholder ~~not~~meeting ~~accept~~to aat ~~Tranche~~least ~~provided~~6 ~~the~~billion ~~Company~~shares. ~~provides~~Also, ~~written~~Joseph ~~notice~~Emas agreed to ~~the~~ ~~Subscriber~~exchange 1,949,124 ~~not~~shares ~~less~~of ~~than~~Common ~~five~~Stock ~~days~~for ~~prior~~Series to1 ~~the~~Preferred ~~expiration~~Stock ofconvertible ~~the~~into 901,949,124 ~~day period~~shares. ofThe aPreferred ~~Tranche,~~Stock ofhas ~~not~~the ~~accepting~~voting rights equal to the ~~Tranche. Unaccepted Tranches~~number ~~are~~of ~~not~~shares ~~cumulative~~of ~~unless~~Common ~~agreed~~Stock tointo inwhich ~~writing~~they byare ~~the Subscriber~~convertible.

IfIn ~~the full~~May ~~amount~~2011, ofthe ~~these~~Company ~~debentures~~issued ~~are~~11 ~~transacted~~million ~~and~~shares ~~the~~of ~~aggregate~~its ~~shares~~Common ~~of 300,000,000~~Stock ~~were~~in toexchange befor ~~issued~~the itconversion ~~would~~of ~~result~~$220,000 in aprincipal ~~change~~debt ofwhich ~~control~~was invested in the Company in December 2009.

The change in control described below and the issuance of Series 1 Preferred Stock to the officers, directors and former officers and/or directors identified above is exempt under Section 4(2) and/or Rule 506 of the Securities Act of 1933, as amended. The transaction described in the immediately preceding paragraph is exempt under Section 3(a)(9) of the Securities Act as an exchange of securities of the same issuer with no commissions being paid.

Changes in Control of Registrant.

On May 13, 2011, the Company entered into an agreement with MRP LLC ("MRP"), a newly formed company which is currently owned and controlled by Murray Bacal, Paul Michelin and Rod Martin. The Company and MRP have agreed that MRP would invest up to $250,000 in the Company. Of the $250,000, $10,000 shall represent the purchase of Series 3 Preferred Stock which shall have the right to vote the same as Common Stock (except as otherwise provided by applicable state law) equal to 5,278,982,480 shares of Common Stock and the right to convert into 5,278,982,480 shares of Common Stock equivalent to 95% of our current issued and outstanding shares of Common Stock on a fully diluted basis after due consideration for all outstanding notes, options, warrants, shares of Common Stock and preferred stock outstanding on May 13, 2011. The foregoing conversion right is subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares and is further subject to adjustments for any stock splits, stock dividends, combinations, reclassifications and the like. The remaining up to $240,000 funding commitment from the Lenders shall be in the form of non-interest bearing loans repayable upon demand and shall be made available to the Company on an as needed basis for its operations. The financing provided to the Company is expected to be provided to MRP (and in turn to the Company) from the personal funds of the members of MRP. Not reflected in MRP's 95% ownership interest is that Murray Bacal currently owns and controls 25,059,568 shares and Paul Michelin and his wife, Louisa Michelin, currently own and control notes which are convertible into Series 2 Preferred Stock which are further convertible into 50,000,000 common shares as described above.

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

Repurchase of Securities

In ~~2009~~2010, the Company ~~repurchased~~did ~~(i)~~not ~~48,000,000~~repurchase ~~shares~~any of ~~Common~~its ~~Stock~~outstanding ~~at a price of $200,000 from two affiliated persons and (ii) 25,000,000 shares of Common Stock from two additional affiliated persons for no additional consideration~~securities. ~~See "Item 13."~~

ITEM 6. SELECTED FINANCIAL DATA.

Not required for smaller reporting Companies

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

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

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

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

2024

RESULTS OF OPERATIONS

Fiscal Year Ended December 31, ~~2008~~2010, Compared to Fiscal Year Ended December 31, 2009

~~TWELVE MONTHS~~Sales ~~ENDED~~decreased ~~DECEMBER~~to $9,024 for the year ended December 31, ~~2008~~2010 ~~COMPARED~~as TOcompared ~~TWELVE~~to ~~MONTHS~~$120,132 ~~ENDED~~for ~~DECEMBER~~the year ended December 31, 2009. The decrease was all due to the contract with Peacock Productions expiring as previously discussed under Item 1 and lack of sales to governments due to budget constraints.

Costs of Sales decreased ~~from~~to $~~172~~3,~~909~~107 for the year ended December 31, ~~2008~~2010 as compared to $~~120~~89,~~132~~650 for the year ended December 31, 2009., ~~The~~primarily ~~decrease was all~~ due to ~~the~~costs ~~contract~~associated with ~~Peacock~~ ~~Productions~~the ~~expiring~~Peacock ascontract ~~previously discussed under Item 1~~ and ~~lack~~installation ~~of sales~~expenses related to ~~governments~~the ~~due~~projects toin ~~budget constraints~~Florida.

~~Costs~~Selling, ~~of Sales~~General, ~~increased~~and ~~from~~Administrative Expenses decreased to $84742,~~019~~558 for the year ended December 31, ~~2008~~2010 as compared to $891,~~650~~717,163 for the year ended December 31, 2009~~, primarily~~. ~~due~~The decrease is due to ~~costs~~limited ~~associated~~operations ~~with~~ within the ~~Peacock~~Company ~~contract~~ and ~~installation~~reduction ~~expenses~~of ~~related~~personnel toduring the ~~projects in Florida~~year.

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

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

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

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

Current Assets

Cash and cash equivalents decreased ~~from~~to $~~375~~1,~~058~~693 on December 31, ~~2008~~2010 as compared to $165,101 on December 31, 2009, primarily as a result of ~~the~~lack ~~increase~~of ~~in operating~~capital ~~costs~~resources ~~previously discussed~~ and ~~also~~the ~~noted~~need ~~below~~to inraise ~~liquidity~~additional ~~and capital resources~~financing.

Liabilities

Current Liabilities ~~increased~~changed ~~from~~to $~~121~~620,~~617~~553 at December 31, ~~2008~~2010 as compared to $519,616 at December 31, 2009, due to aincrease ~~larger~~in ~~amount~~notes ofpayable ~~accruals~~as a result of ~~salaries~~the amortization from the December 2009 private placement for $220,000 and asthe aadditional ~~result~~note payable of ~~services~~ ~~provided~~$250,000 byin ~~professionals~~April 2010. See Liquidity and ~~consultants~~Capital toresources for further information on the ~~Company~~notes payable and private placements.

Liquidity and Capital Resources

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

OnCash ~~March 24,~~flow ~~2008,~~used ~~the~~from ~~Company~~operating ~~accepted~~activities ~~subscriptions~~was ~~for 10~~$412,~~000,000~~158 ~~shares~~for ~~of common~~year ~~stock,~~ended atDecember ~~a price of $.10 per share~~31, ~~resulting~~2010 inas ~~gross~~compared ~~proceeds of~~ to $1,~~000~~174,~~000. After~~156 ~~legal~~used ~~costs~~in ~~and commissions~~ the ~~net proceeds~~year toended ~~the~~December ~~Company were approximately $915~~31,~~000~~ 2009. No ~~other warrants~~The ordifference ~~options~~was ~~are~~mainly ~~associated with~~ the ~~stock purchase.~~ ~~The common~~result ~~stock issued to U.S. investors was sold based on an exemption from registration pursuant to Section 4(2) and Rule 506~~ of ~~the~~a ~~Securities~~decrease ~~Act~~in ~~of 1933 and~~ the ~~common~~loss ~~stock issued to non-U.S. investors was sold based on an exemption~~ from ~~registration~~$1,714,965 ~~pursuant~~ to ~~Regulation S of the Securities Act of 1933~~$1,285,038.

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

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

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

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

We currently need additional financing to maintain our company as a going concern. We can provide no assurances that additional financing will be available to us on terms satisfactory to us, if at all. See "Risk Factors." In ~~Management~~May ~~intends to~~2011, ~~use~~we ~~the~~issued ~~net~~11,000,000 ~~proceeds received~~shares ~~from~~to ~~any additional financing towards~~ the ~~implementation of~~ ~~our~~note ~~business~~holder ~~plan and~~ to ~~provide working capital~~ ~~and/or~~retire ~~for~~the ~~future~~principal ~~expansion~~amount of $220,000 due under the ~~Company's~~ ~~operations~~aforementioned notes.

On April 14, 2010 the Company agreed to a stock subscription agreement with an investor. The agreement states the Company will sell up to $1,500,000 in five-year convertible debentures (converting to an aggregate of 300,000,000 shares the Company’s common stock [“Common Stock” or the “Shares”]), subject to certain terms and conditions. The Company will, subject to continuing confirmation of Accredited Subscriber Status accept subscriptions of $250,000 every ninety (90) days following the initial investment, until the full Offering amount is satisfied or the Company, in its sole discretion, terminates the Offering (each a “Tranche”); except that it is acknowledged that the initial investment shall be satisfied in two payments, one of $20,000 on April 14, 2010 and the remainder of the payment, consisting of $230,000, to be paid in the week of April 19, 2010. The agreement provided that the Company may, in its sole discretion, not accept a Tranche provided the Company provides written notice to the Subscriber, not less than five days prior to the expiration of the 90 day period of a Tranche, of not accepting the Tranche. Unaccepted Tranches are not cumulative unless agreed to in writing by the Subscriber. In May 2011, the Company agreed to cancel the balance of this subscription agreement and it agreed to have the notes convertible into 500 shares of Series 2 Preferred Stock which would be further convertible into 50,000,000 shares of Common Stock upon stockholder approval of an increase in the authorized number of shares of Common Stock to at least 6 billion.

IfIn December 2010 and May 2011, the ~~full~~ ~~amount~~Company's ofboard ~~these~~approved ~~debentures~~an ~~are~~exchange ~~transacted~~for ~~and~~services rendered, the issuance of Series 1 Preferred Stock convertible into an aggregate of 12 million shares of ~~300~~ Common Stock. In connection with this transaction, Janis Farnham, Bryan Janeczko, Robert Wildberger and Brad Hacker received Series 1 Preferred Stock convertible into 9,500,000 shares, 750,000 beshares, ~~issued~~750,000 itshares ~~would~~and ~~result~~1,000,000 shares of Common Stock, respectively, subject to an increase in athe ~~change~~authorized number of ~~control~~shares inof Common Stock at the ~~Company~~ next stockholder meeting to at least 6 billion shares. Also, Joseph Emas agreed to exchange 1,949,124 shares of Common Stock for Series 1 Preferred Stock convertible into 1,949,124 shares. The Preferred Stock has the voting rights equal to the number of shares of Common Stock into which they are convertible.

~~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.~~26

On May 13, 2011, the Company entered into an agreement with MRP LLC ("MRP"), a newly formed company which is currently owned and controlled by Murray Bacal, Paul Michelin and Rod Martin. The Company and MRP have agreed that MRP would invest up to $250,000 in the Company. Of the $250,000, $10,000 shall represent the purchase of Series 3 Preferred Stock which shall have the right to vote the same as Common Stock (except as otherwise provided by applicable state law) equal to 5,278,982,480 shares of Common Stock and the right to convert into 5,278,982,480 shares of Common Stock equivalent to 95% of our current issued and outstanding shares of Common Stock on a fully diluted basis after due consideration for all outstanding notes, options, warrants, shares of Common Stock and preferred stock outstanding on May 13, 2011. The foregoing conversion right is subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares and is further subject to adjustments for any stock splits, stock dividends, combinations, reclassifications and the like. The remaining up to $240,000 funding commitment from the Lenders shall be in the form of non-interest bearing loans repayable upon demand and shall be made available to the Company on an as needed for its operations. The financing provided to the Company is expected to be provided to MRP (and in turn to the Company) from the personal funds of the members of MRP. Not reflected in MRP's 95% ownership interest is that Murray Bacal currently owns and controls 25,059,568 shares and Paul Michelin and his wife, Louisa Michelin, currently own and control notes which are convertible into Series 2 Preferred Stock which are further convertible into 50,000,000 common shares as described above.

Critical Accounting Policies

Accounting Policies and Estimates

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

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

Revenue Recognition

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

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

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

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

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

Segment Information

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

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 8. FINANCIAL STATEMENTS

The audited financial statements of the Company required pursuant to this Item 8 are included in the Annual Report on Form 10-K on page F-1 this starting on page 39 46.

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

WePrevious ~~have no~~Independent ~~changes or disagreements with our auditors.~~Auditors:

23a. The Company's independent registered auditor, Berenfeld, Spritzer, Shechter & Sheer LLP ("BSSS") ceased its operations and is no longer our independent registered auditor. The Company learned of the dissolution of BSSS on January 6, 2011.

BSSS' report on the financial statements for the years ended December 31, 2009 and 2008 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to audit scope or accounting. The auditor’s opinion letter did include an uncertainty paragraph regarding the Company’s ability to continue as a going concern.

Our Board of Directors had no involvement in the change of independent accountants. Through the period covered by the financial audit for the years ended December 31, 2009 and 2008 and any subsequent interim period through December 31, 2010, including its review of financial statements of the quarterly periods through September 30, 2010, there have been no disagreements with BSSS on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements if not resolved to the satisfaction of BSSS would have caused them to make reference thereto in their report on the financial statements.

During the two most recent fiscal years and any subsequent interim period through December 31, 2010, including the most recent review period of September 30, 2010, there have been no reportable events with us as set forth in Item 304(a)(i)(v) of Regulation S-K

Since BSSS ceased operations, we were unable to request that BSSS furnish us with a letter addressed to the SEC stating whether or not it agrees with the above statements.

Engagement of Independent Auditors

On May 4, 2011, the Company engaged Malcolm Pollard, Inc. to serve as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the fiscal year ending December 31, 2010. The Board approved the Company’s engagement of Malcolm Pollard, Inc.

The Company did not, nor did anyone on its behalf, consult Malcolm Pollard, Inc. during the Company’s two most recent fiscal years and any subsequent interim periods prior to the Company’s engagement of that firm regarding the application of accounting principles to a specified transaction (completed or proposed), the type of audit opinion that might be rendered on the Company’s financial statements, any matter being the subject of disagreement or reportable event, or any other matter as defined in Regulation S-K, Item 304 (a)(1)(iv) or (a)(1)(v).

ITEM 9A. CONTROLS AND PROCEDURES

~~CONTROLS AND~~Under ~~PROCEDURES~~the supervision and with the participation of our management, including our former Principal Executive Officer, Bryan Norcross and our Principal Financial Officer, Joseph Giuliano who also now serves as our Principal Executive Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, management concluded that these disclosure controls and procedures were effective at December 2010.

~~a) Evaluation~~Report of ~~Disclosure~~Management ~~Controls~~on ~~and~~Internal ~~Procedures~~Control over Financial Reporting

Our ~~principal~~ ~~executive~~management ~~officer~~is ~~and~~responsible ~~our~~for ~~principal~~establishing ~~financial~~and ~~officer,~~maintaining ~~evaluated~~adequate ~~the effectiveness~~internal ofcontrol ~~the~~over ~~design~~financial ~~and~~reporting ~~operation~~for ofthe ~~our~~Company. ~~disclosure~~Internal ~~controls~~control ~~and procedures~~over asfinancial ~~such~~reporting ~~term~~ is ~~defined~~a ~~under~~process ~~Rule 13a-15(e)~~to ~~promulgated~~provide ~~under the~~reasonable ~~Securities~~assurance ~~Exchange~~regarding ~~Act~~the reliability of ~~1934,~~our asfinancial ~~amended~~reporting ~~(“Exchange~~for ~~Act”),~~external aspurposes ofin ~~the~~accordance ~~last day~~with ofaccounting ~~the~~principles ~~fiscal~~generally ~~period~~accepted ~~covered~~in bythe ~~this~~United ~~report,~~States ~~December~~of ~~31, 2009~~America. ~~The~~ ~~term~~Internal ~~disclosure~~control ~~controls~~over ~~and~~financial ~~procedures~~reporting ~~means~~includes ~~our~~maintaining ~~controls and~~records ~~other~~that ~~procedures~~in ~~that~~reasonable ~~are~~detail ~~designed~~accurately toand ~~ensure~~fairly ~~that~~reflect ~~information~~our ~~required~~transactions; toproviding ~~be disclosed~~reasonable byassurance usthat intransactions ~~the~~are ~~reports~~recorded ~~that~~as wenecessary ~~file~~for orpreparation ~~submit~~of ~~under~~our ~~the~~financial ~~Exchange~~statements; ~~Act~~providing ~~is recorded,~~reasonable ~~processed,~~assurance ~~summarized~~that receipts and ~~reported,~~expenditures ~~within~~of ~~the~~company ~~time~~assets ~~periods~~are ~~specified~~ made in ~~the~~accordance ~~SEC’s~~with ~~rules~~management authorization; and ~~forms. Disclosure~~providing ~~controls~~reasonable ~~and~~assurance ~~procedures include,~~that ~~without~~unauthorized ~~limitation~~acquisition, ~~controls~~use ~~and~~or ~~procedures~~disposition ~~designed~~of tocompany ~~ensure~~assets that ~~information~~ ~~required~~could tohave bea ~~disclosed~~material byeffect uson inour ~~the~~financial ~~reports~~statements ~~that~~would webe ~~file~~prevented or ~~submit under~~detected ~~the~~on ~~Exchange~~a ~~Act~~timely isbasis. ~~accumulated~~Because ~~and~~of ~~communicated~~its toinherent ~~management~~limitations, ~~including our~~internal ~~principal~~control ~~executive~~over ~~and~~financial ~~principal~~reporting ~~financial~~is ~~officer,~~not orintended ~~persons~~to ~~performing similar~~provide ~~functions,~~absolute asassurance ~~appropriate~~that toa ~~allow~~misstatement ~~timely~~of ~~decisions~~our ~~regarding~~financial ~~required disclosure~~statements would be prevented or detected.

OnManagement ~~July 7,~~conducted ~~2009,~~an ~~the~~evaluation ~~Company’s~~of ~~Board~~the effectiveness of ~~Directors~~our ~~and~~internal ~~management~~control ~~determined~~over ~~that our~~ financial ~~statements~~reporting ~~for~~based on the ~~year~~framework ~~ended~~in ~~December~~Internal ~~31,~~Control ~~2008~~– ~~could~~Integrated noFramework ~~longer~~issued ~~be relied~~by ~~upon~~the ~~because~~Committee of aSponsoring ~~change~~Organizations inof the ~~accounting~~Treadway ~~treatment~~Commission. ofBased ~~the~~on ~~Merger discussed~~this ~~and~~evaluation, ~~accounted~~management ~~for~~concluded inthat ~~those~~the ~~financial~~company’s ~~statements~~internal ascontrol ~~prepared~~over byfinancial ~~our prior~~reporting ~~Chief~~was ~~Executive~~effective ~~Officer~~as ~~and~~of ~~audited~~December 31, ~~by our current auditors~~2010. ~~Based~~ onThere ~~this~~were ~~factor~~no ~~and~~significant ~~the~~changes ~~above~~in ~~evaluation,~~ our ~~principal~~ ~~executive~~internal ~~officer~~control ~~and~~over ~~our principal~~ financial ~~officer~~reporting ~~concluded~~during ~~that our disclosure controls and procedures were not effective for~~ the ~~prior~~year ~~quarter. Management~~ended ~~identified~~December 31, ~~the~~2010 ~~following control deficiencies~~ that ~~led~~have tomaterially ~~our assessment~~affected, ofor ~~the~~are ~~ineffectiveness~~reasonably oflikely ~~disclosure~~to ~~controls~~materially ~~and~~affect, ~~procedures:~~our ~~(1)~~internal ~~an inadequate~~control ~~segregation~~over offinancial ~~duties~~reporting, ~~consistent~~except ~~with~~as ~~control~~described ~~objectives;~~below. ~~(2) insufficient~~Our ~~written~~independent ~~policies~~auditors ~~and~~have ~~procedures~~not ~~for~~audited ~~accounting~~ and ~~financial reporting~~are ~~with~~not ~~respect~~required to ~~the~~audit ~~requirements~~this ~~and~~assessment ~~application~~ of USour ~~GAAP~~internal ~~and~~control ~~SEC disclosure~~over ~~requirements;~~financial ~~and~~reporting ~~(3)~~for ~~ineffective~~the ~~controls~~fiscal ~~over~~year ~~period~~ended ~~end~~December 31, ~~financial disclosure and reporting processes~~2010.

The aforementioned material weaknesses were identified by the Company's Principal Financial Officer in connection with the correction of accounting errors in the Company’s previously issued financial statements as of and for the year ended December 31, 2008. These accounting errors included the restatement of the acquisition cost of AEN and resultant goodwill, as well as corrections in the reporting of cash and marketable securities on the Company’s cash flow statements for the years ended December 31, 2008 and 2007.29

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

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

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

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

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

24 The matters involving internal controls over financial reporting and disclosure controls and procedures that were considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) inadequate segregation of duties consistent with control objectives; (2) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and SEC disclosure requirements; and (3) ineffective controls over period end financial disclosure and reporting processes. The material weaknesses were subsequently reported to management and the Board of Directors.

~~The matters~~Management ~~involving~~is ~~internal~~committed ~~controls~~to ~~over~~improving our financial ~~reporting~~organization. ~~and~~As ~~disclosure controls~~part ~~and~~of ~~procedures~~this ~~that~~commitment, ~~were~~we ~~considered~~created toa benew ~~material~~finance ~~weaknesses~~and ~~under~~accounting ~~the standards~~position ofthat ~~the~~will ~~Public~~allow ~~Company~~for ~~Accounting~~proper ~~Oversight Board were: (1) inadequate~~ segregation of duties consistent with control objectives;, ~~(2)~~and ~~insufficient written~~will ~~policies~~increase ~~and~~our ~~procedures~~personnel ~~for~~resources ~~accounting~~ and ~~financial~~technical ~~reporting~~accounting ~~with respect~~expertise towithin the ~~requirements~~accounting ~~and~~function; ~~application of US GAAP~~ and ~~SEC~~we ~~disclosure requirements;~~prepared and ~~(3)~~implemented ~~ineffective~~appropriate ~~controls~~written ~~over~~policies ~~period end financial disclosure~~ and ~~reporting~~checklists ~~processes.~~which ~~The~~set ~~material~~forth ~~weaknesses~~procedures ~~were~~for ~~subsequently~~accounting ~~reported to management~~ and ~~the~~financial ~~Board~~reporting ofwith ~~Directors,~~respect ~~who~~to ~~concluded that~~ the ~~previously~~requirements ~~issued financial~~and ~~statements~~application ~~could~~of noUS ~~longer~~GAAP beand ~~relied~~SEC ~~upon~~disclosure requirements.

~~The aforementioned~~Management believes that preparing and implementing sufficient written policies and checklists had remedied the following material weaknesses ~~were~~(i) ~~identified~~insufficient bywritten ~~the~~policies ~~Company's~~and ~~Principal Financial~~procedures ~~Officer~~for inaccounting ~~connection~~and financial reporting with respect to the ~~correction~~requirements and application of ~~accounting~~US ~~errors~~GAAP inand ~~the Company’s~~SEC ~~previously~~disclosure ~~issued~~requirements; ~~financial~~and ~~statements~~(ii) asineffective ofcontrols ~~and~~over ~~for~~period ~~the~~end ~~year~~financial ~~ended December~~close ~~31,~~and ~~2008~~reporting processes. ~~These~~ ~~accounting~~Further, ~~errors~~management ~~included~~believes that the ~~restatement~~ hiring of additional personnel who have the ~~acquisition~~technical ~~cost~~expertise and knowledge will result in proper segregation of ~~AEN~~duties and ~~resultant~~provide ~~goodwill,~~more aschecks ~~well~~and asbalances ~~corrections~~within in the ~~reporting~~accounting ofdepartment. ~~cash~~Additional ~~and~~personnel ~~marketable~~will ~~securities~~also onbe provided with the ~~Company’s~~cross ~~cash~~training ~~flow statements~~needed ~~for~~to support the ~~years~~Company ~~ended~~if ~~December~~personnel ~~31,~~turnover ~~2008~~within the department occurs.

~~Management is~~We ~~committed~~also toimplemented ~~improving~~procedures ~~our financial organization. As part of this commitment, we have i) created a new finance and accounting position~~ that will ~~allow~~ ~~for~~create ~~proper~~more ~~segregation~~involvement offrom ~~duties~~the ~~consistent~~Board ~~with~~in ~~control objectives, and will increase our personnel resources and technical accounting expertise within~~ the ~~accounting~~overall ~~function;~~financial ~~and~~reporting weprocess ~~will~~by ~~ii)~~way ~~prepare~~of ~~and~~extensive ~~implement~~monitoring ~~appropriate written policies~~ and ~~checklists~~oversight ~~which~~as ~~will~~a ~~set~~mitigating ~~forth~~control ~~procedures~~ for ~~accounting and~~our ~~financial~~lack ~~reporting~~of ~~with~~segregation ~~respect to the requirements and application~~ of ~~US GAAP and SEC disclosure requirements~~duties.

Management believes that ~~preparing and implementing sufficient written policies and checklists will remedy~~ the ~~following~~implementation ~~material~~of ~~weaknesses (i) insufficient written policies and~~ procedures ~~for~~to ~~accounting~~create ~~and~~more ~~financial~~involvement ~~reporting~~from ~~with respect to~~ the ~~requirements~~Board ~~and~~by ~~application~~way of USmonitoring ~~GAAP~~ and ~~SEC~~oversight ~~disclosure requirements;~~at ~~and~~December ~~(ii)~~31, ~~ineffective~~2010 ~~controls~~resulted ~~over~~in ~~period~~controls ~~end financial close and reporting processes. Further, management believes~~ that ~~the~~mitigate ~~hiring~~our oflimited ~~additional~~ personnel ~~who have the technical expertise~~ and ~~knowledge~~also ~~will~~provided ~~result in proper segregation of duties and provide~~ more checks and balances within the ~~accounting department. Additional personnel will also be provided with the cross training needed to support the~~ Company ~~if personnel turnover within the department occurs~~.

We2011 ~~will also~~Recent implement procedures that will create more involvement from the Board in the overall financial reporting process by way of extensive monitoring and oversight as a mitigating control for our lack of segregation of duties.Developments

~~Management believes~~In ~~that~~January 2011, Bryan Norcross resigned from the ~~implementation~~Board ofand ~~procedures~~as toPrincipal ~~create~~Executive ~~more~~Officer. ~~involvement~~In ~~from the~~May ~~Board~~2011, byJoseph ~~way~~Giuliano, ofour ~~monitoring~~Principal ~~and~~Financial ~~oversight~~Officer, ~~will~~was ~~result~~elected inPrincipal ~~controls~~Executive ~~that mitigate~~Officer. ~~our~~These ~~lack~~events ofhave once again created a material weakness due to improper segregation of duties. ~~and~~In the event additional capital is raised, the Company will ~~also~~seek ~~provide~~to ~~more~~hire ~~checks~~additional ~~and balances~~management ~~within~~to segregate the ~~Company~~positions of Principal Executive Officer and Principal Accounting Officer.

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

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

There were no changes in our internal control over financial reporting that occurred during the last quarter of 2009 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.30

ITEM 9B. OTHER INFORMATION

OnIn ~~April 14,~~December 2010 ~~the~~and ~~Company~~May ~~agreed~~2011, tothe aCompany's ~~stock~~board ~~subscription~~approved ~~agreement with~~ an ~~investor. The~~exchange ~~agreement~~for ~~states~~services rendered, the ~~Company~~issuance ~~will~~of ~~sell~~Series ~~up to $~~1~~,500,000~~ inPreferred ~~five~~Stock ~~year~~ convertible ~~debentures~~into ~~(converting to~~ an aggregate of ~~300,000,000~~12 million shares ~~the Company’s~~of ~~common stock [“~~Common Stock”. orIn ~~the~~connection ~~“Shares”]),~~with ~~subject~~this totransaction, ~~certain terms~~Janis ~~and~~Farnham, ~~conditions. The~~Bryan ~~Company will~~Janeczko, ~~subject~~Robert toWildberger ~~continuing confirmation~~and ofBrad ~~Accredited~~Hacker ~~Subscriber~~received ~~Status~~Series ~~accept~~1 ~~subscriptions~~Preferred ofStock ~~$250~~convertible into 9,500,000 ~~every~~ ~~ninety (90)~~shares, ~~days~~750,000 ~~following~~shares, ~~the initial investment~~750,000 ~~until~~shares ~~the full~~and ~~Offering~~1,000,000 ~~amount~~shares isof ~~satisfied~~Common orStock, ~~the Company~~respectively, insubject ~~its~~to ~~sole~~an ~~discretion, terminates~~increase in the ~~Offering~~authorized ~~(each~~number aof ~~“Tranche”);~~shares ~~except~~of ~~that~~Common itStock isat ~~acknowledged that~~ the ~~initial~~next ~~investment~~stockholder ~~shall~~meeting beto ~~satisfied~~at inleast ~~two~~6 ~~payments,~~billion ~~one~~shares. ~~of $20~~Also,~~000~~ ~~on April~~Joseph ~~14,~~Emas ~~2010~~agreed ~~and~~to ~~the~~exchange ~~remainder of the payment~~1,949,124 ~~consisting~~shares of ~~$230,000,~~Common toStock ~~be paid~~for inSeries ~~the~~1 ~~week~~Preferred ofStock ~~April~~convertible ~~19,~~into ~~2010. The Company may~~1, ~~in its sole discretion~~949,124 ~~not~~shares. ~~accept~~The aPreferred ~~Tranche~~Stock ~~provided~~has the ~~Company~~voting ~~provides~~rights ~~written~~equal ~~notice~~ to ~~the~~ ~~Subscriber, not less than five days prior to~~ the ~~expiration~~number of ~~the~~shares ~~90 day period~~ of aCommon ~~Tranche,~~Stock ofinto ~~not~~which ~~accepting~~they ~~the Tranche. Unaccepted Tranches~~ are ~~not cumulative unless agreed to in writing by the Subscriber~~convertible.

25The change in control described below and the issuance of Series 1 Preferred Stock to the officers, directors and former officers and/or directors identified above is exempt under Section 4(2) and/or Rule 506 of the Securities Act of 1933, as amended. The transaction described in the immediately preceding paragraph is exempt under Section 3(a)(9) of the Securities Act as an exchange of securities of the same issuer with no commissions being paid.

~~Certain employees~~Changes ~~and~~in ~~consultants~~Control ~~to the Company have accepted an agreement to convert accrued salaries and fees due them to common stock. The individuals and consultants have agreed to convert a total~~ of ~~$427,245 of accrued salaries and fees to total shares of 29,064~~Registrant.~~310.~~

On May 13, 2011, the Company entered into an agreement with MRP LLC ("MRP"), a newly formed company which is currently owned and controlled by Murray Bacal, Paul Michelin and Rod Martin. The Company and MRP have agreed that MRP would invest up to $250,000 in the Company. Of the $250,000, $10,000 shall represent the purchase of Series 3 Preferred Stock which shall have the right to vote the same as Common Stock (except as otherwise provided by applicable state law) equal to 5,278,982,480 shares of Common Stock and the right to convert into 5,278,982,480 shares of Common Stock equivalent to 95% of our current issued and outstanding shares of Common Stock on a fully diluted basis after due consideration for all outstanding notes, options, warrants, shares of Common Stock and preferred stock outstanding on May 13, 2011. The foregoing conversion right is subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares and is further subject to adjustments for any stock splits, stock dividends, combinations, reclassifications and the like. The remaining up to $240,000 funding commitment from the Lenders shall be in the form of non-interest bearing loans repayable upon demand and shall be made available to the Company on an as needed for its operations. The financing provided to the Company is expected to be provided to MRP (and in turn to the Company) from the personal funds of the members of MRP. Not reflected in MRP's 95% ownership interest is that Murray Bacal currently owns and controls 25,059,568 shares and Paul Michelin and his wife, Louisa Michelin, currently own and control notes which are convertible into Series 2 Preferred Stock which are further convertible into 50,000,000 common shares as described above.

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 Tenure
Bryan Norcross	59	President and Chief Executive Officer,
Joseph J. Giuliano	50	Director, Chief Executive Officer and Chief Financial Officer
Joseph J. Giuliano	49	Director and Chief Financial Officer
Janis Farnham	55	Director
Robert Wildberger	62	Director
Bryan Janeczko	39	Director
Janis Farnham	54	Director

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

~~Bryan~~Joseph ~~Norcross~~J. Giuliano, ~~President and~~ Chief Executive Officer asof ~~well~~the asCompany since April 2011 and Chief Financial Officer and a ~~member~~director of ~~our~~the ~~Board~~Company ~~of Directors,~~ since March 196, ~~2008~~2010. Since ~~1980~~1999, Mr. ~~Norcross~~Guiliano has been aPresident, ~~broadcast~~owner ~~meteorologist,~~and ~~reporting~~Chief ~~for~~Financial ~~major~~Officer ~~outlets~~of ~~such~~Forge asFinancial ~~CNN~~Group, ~~NBC~~Inc., ~~and~~ ~~recently~~an ~~WFOR-CBS4~~entity engaged in ~~Miami,~~institutional assales ~~well~~and asorder ~~being~~execution ~~engaged as an analyst~~ for ~~CBS network~~equity ~~news~~securities. ~~From~~ ~~May~~Mr. 2,Giuliano ~~2007~~brings to the ~~present,~~Board ~~Mr.~~his ~~Norcross~~financing ~~was the President~~ and ~~Chief~~accounting ~~Executive Officer America’s Emergency Network, LLC~~expertise.

MrJanis J. ~~Norcross~~ ~~received~~Farnham, a director of the ~~1993~~Company ~~David~~since ~~Brinkley~~March ~~Award~~6, 2010. Ms. Farnham, has been the non-executive Vice President of Sales and Marketing for ~~Excellence~~America’s Emergency Network, a subsidiary of Brampton Crest International, Inc., located in ~~Communication~~ Miami, Florida since 2008. ~~Mr.~~Prior ~~Norcross~~to joining America’s Emergency Network she served as ~~Honorary~~Vice ~~Chairman~~President of ~~the~~Sales ~~Board of~~& ~~the~~Marketing ~~South~~for ~~Florida~~MySky ~~Hurricane~~Communications, ~~Warning~~Inc. ~~museum~~beginning ~~project~~ in ~~Deerfield Beach~~2006. ~~Mr.~~MySky ~~Norcross~~is ~~has~~ a ~~Bachelor~~start-up ofweather ~~Science~~technology ~~degree~~company in ~~Math~~Lakeville, ~~and Physics~~Massachusetts. Since ~~and~~2003, ashe ~~Master~~has ofbeen ~~Science~~a ~~degree~~partner in ~~Communications~~a technology-based sales and ~~Meteorology~~marketing ~~from Florida~~consulting ~~State~~business, ~~University~~JDB Sales, LLC. InFrom ~~addition~~1988 to 1999, Mrshe was Vice President of Sales for Weather Services International, Inc., ~~Norcross~~a ~~received~~company ~~an Honorary~~that ~~Doctor~~provides weather data and technology. Ms. Farnham brings to the Board extensive knowledge of ~~Public~~and ~~Service~~contacts ~~degree~~in ~~from~~the ~~Florida~~industry ~~International University~~in which AEN operates.

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

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

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

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

Recent resignations from the board and appointments to the board.

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

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

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

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

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

Effective January 25, 2011, Bryan Norcross resigned as Chief Executive Officer, President and a director. Effective February 2, 2011, Robert Wildberger resigned as a director. Effective May 16, 2011, Mr. Janeczko resigned from the Board of Directors. We currently have three vacancies on the Board of Directors. Effective May 2011, Joseph Giuliano was elected Chief Executive Officer of the Company.

Audit Committee Financial Expert

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

Conflicts of Interest

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

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

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

Compliance ~~With~~ 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.

27Based 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, 2010. Following the filing of this Form 10-K, the Company's officers and directors intend to undertake to file all missing forms required under Section 16(A) of the Exchange Act.

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

Code of Ethics

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

Indemnification of Officers and Directors

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

Pursuant to the foregoing provisions, Brampton Crest International, Inc. has been informed that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in that Securities Act of 1933 and is, therefore, unenforceable.

Exclusion of Liability

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

Independent Directors and Financial Expert

~~Each~~None of ~~Bryan~~ ~~Janeczko~~our ~~and~~directors ~~Robert Wildberger~~ is considered by the Board to be an "Independent Director" of the Company as defined under Rule 10-A.3 of the Exchange Act, ~~but~~and ~~not~~ a "Financial Expert" as defined herein. In order to be considered to be independent for purposes of Rule 10A-3, a member of an audit committee of a listed issuer that is not an investment company may not, other than in his or her capacity as a member of the audit committee, the board of directors, or any other board committee: (A) accept directly or indirectly any consulting, advisory, or other compensatory fee from the issuer or any subsidiary thereof, provided that, unless the rules of the national securities exchange or national securities association provide otherwise, compensatory fees do not include the receipt of fixed amounts of compensation under a retirement plan (including deferred compensation) for prior service with the listed issuer (provided that such compensation is not contingent in any way on continued service); or (B) be an affiliated person of the issuer or any subsidiary thereof.

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

Corporate Governance

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

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

28DirectorQualificationsand Diversity

Director Qualifications and Diversity

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

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

Risk Oversight

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

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

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

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

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

Board Leadership Structure

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

Review of Risks Arising from Compensation Policies and Practices

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

ITEM 11. EXECUTIVE COMPENSATION.

The following table sets forth for the year ended December 31, ~~2008~~2010 and 2009 compensation awarded to, paid to, or earned by, our then Chief Executive Officer, and our other most highly compensated executive officers whose total compensation during the last fiscal year exceeded $100,000, if any.

								Salary Compensation
Name and Principal Position	Fiscal Year	Salary ($)		Bonus ($)		Restricted Stock Awards (1)		Options Awards ($)(1)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($) (2)(3)		Total ($)

Bryan Norcross,	2009	$	120,000	$	-0-	$	-0-		-0-		-0-		-0-	$	-0-	$	120,000
Former Chief Executive Officer (4)	2010	$	120,000	$	-0-	$	-0-		-0-		-0-		-0-	$	-0-	$	120,000

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

(1)

The options and restricted stock awards presented in this table for 2009 and 2010 reflects the full fair market value on the date of grant. However, the accompanying financial statements reflect the dollar amount expensed by the company during applicable fiscal year for financial statement reporting purposes pursuant to guidance issued by the FASB. Such guidance requires the company to determine the overall value of the stock awards and options as of the date of grant. The stock awards are valued based on the fair market value of such shares on the date of grant and are charged to compensation expense over the related vesting period. The options are valued at the date of grant based upon the Black-Scholes method of valuation, which is expensed over the service period over which the options become vested. As a general rule, for time-in-service-based options, the company will immediately expense any option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the option. For a description of the guidance issued by the FASB and the assumptions used in determining the value of the options under the Black-Scholes model of valuation, see the notes to the consolidated financial statements included with this Form 10-K.

(1) The options and restricted stock awards presented in this table for 2009 and 2008 reflects the entire amount to be expensed over the service period as if the total dollar amount were earned in the year of grant. However, the accompanying financial statements reflect the dollar amount expensed by the company during applicable fiscal year for financial statement reporting purposes pursuant to guidance issued by the FASB. Such guidance requires the company to determine the overall value of the stock awards and options as of the date of grant. The stock awards are valued based on the fair market value of such shares on the date of grant and are charged to compensation expense over the related vesting period. The options are valued at the date of grant based upon the Black-Scholes method of valuation, which is expensed over the service period over which the options become vested. As a general rule, for time-in-service-based options, the company will immediately expense any option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the option. For a description of the guidance issued by the FASB and the assumptions used in determining the value of the options under the Black-Scholes model of valuation, see the notes to the consolidated financial statements included with this Form 10-K.35

(2)

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

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

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

· Mr. Norcross became an officer and director of the Company in March 2008. Since May 2009, Mr. Norcross has accrued his monthly salary. In 2010, his accrued salary and unpaid expenses from May 2009 through March 31, 2010 were converted into restricted stock at $.0147 per share. For the period April 1, 2010 through December 31, 2010, we accrued $90,000 Mr. Norcross' salary.

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

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

No outstanding common share purchase option or other equity-based award granted to or held by any named executive officer in ~~2009~~2010 or ~~2008~~2009 were re-priced or otherwise materially modified, including extension of exercise periods, the change of vesting or forfeiture conditions, the change or elimination of applicable performance criteria, or the change of the bases upon which returns are determined, nor was there any waiver or modification of any specified performance target, goal or condition to payout.

Executive Officer Outstanding Equity Awards At Fiscal Year-End

The following table provides certain information concerning any common share purchase options, stock awards or equity incentive plan awards held by each of our named executive officers that were outstanding as of December 31, ~~2009~~ 2010.

3036

Option Awards

Stock Awards

~~Stock Awards~~

Name

Number of Securities Underlying Unexercised Options(#) Exercisable

Number of Securities Underlying Unexercised Options(#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)

Option Exercise Price ($)

Option Expiration Date

Number of Shares or Units of Stock That Have Not Vested (#)

~~Market Value of Shares or Units of Stock That Have Not Vested~~

Market Value of Shares or Units of Stock That Have Not Vested

~~Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested~~

Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested

~~Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested~~

Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Bryan Norcross

-0-

N/A

-0-

Bryan Norcross (1)

-0-

N/A

-0-

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

Mr. Norcross became an officer and director of the Company in March 2008. Since May 2009, Mr. Norcross has accrued his monthly salary. In 2010, his accrued salary and unpaid expenses from May 2009 through March 31, 2010 were converted into restricted stock at $.0147 per share. For the period April 1 through December 31, 2010, we accrued $90,000 Mr. Norcross' salary.

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

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

Director Compensation

In ~~2009~~2010, our directors did not receive cash compensation for serving on the Board or on its committees. Depending on the number of meetings and the time required for the Company’s operations, it was the Company's policy that it may decide to compensate its directors in the future. In March 2010, the Company granted 250,000 shares to each non-executive director and 1,000,000 shares to a retiring director in appreciation of his contributions to the Company. In December 2010, the Company granted Series 1 Preferred Stock convertible into 7,500,000 shares, 750,000 shares, 750,000 shares and 1,000,000 shares to Janis Farnham - a director, Robert Wildberger - a former director, Bryan Janeczko - a director and Brad Hacker - a former director and current financial consultant, respectively. Ms. Farnham’s shares were for director services of Brampton and consulting services for AEN

~~Other~~ 2009 Compensation

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

Any unpaid amounts were converted by the above individuals to stock. The conversion with other employees and consultants to the Company accepted an agreement to convert accrued salaries and fees due them to common stock. The individuals and consultants have agreed to convert a total of $427,245 of accrued salaries and fees to total shares of 29,064.310.37

Travel Expenses

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

Compensation Table

The following table shows the overall compensation earned for the ~~2009~~2010 fiscal year with respect to each director (other than Bryan Norcross) as of December 31, ~~2009~~ 2010.

	DIRECTOR COMPENSATION
Name and Principal Position	Fees Earned or Paid in Cash ($)		Stock Awards ($)(1) (5)		Option Awards ($) (1)		Non-Equity Incentive Plan Compensation ($) (2)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($) (3)(4)(6)		Total ($)
Brad Hacker, Director (4)	$	5,000	$	42,000	$	-0-		-0-		-0-	$	-0-	$	47,000
Janis Farnham Director (4)	$	-0-	$	155,250	$	-0-		-0-		-0-	$	-0-	$	155,250
Joseph Emas, Director (5)	$	7,500	$	40,000	$	-0-		-0-		-0-	$	-0-	$	47,500
Bryan Janeczko Director (4)	$	-0-	$	14,700	$	-0-		-0-		-0-	$	-0-	$	14,700
Robert Wineberg, Director (6)	$	5,000	$	20,000	$	-0-		-0-		-0-	$	-0-	$	25,000
Robert Wildberger, Former Director (4)	$	-0-	$	14,700	$	-0-		-0-		-0-	$	-0-	$	14,700
Joseph I. Emas, Former Director (5)	$	-0-		40,000		-0-		-0-		-0-		-0-		40,000
Brad Hacker, Former Director (6)	$	-0-		74,000	$	-0-		-0-		-0-		-0-		74,000

(1) The restricted stock awards presented in this table for ~~2009~~2010 ~~reflects~~reflect the ~~entire~~full ~~amount~~fair tovalue ~~be expensed over the service period~~ as ifof the ~~total~~date ~~dollar amount were earned in the year~~ of grant. However, the accompanying financial statements reflect the dollar amount expensed by the company during applicable fiscal year for financial statement reporting purposes pursuant to guidance issued by the FASB. Such guidance requires the company to determine the overall value of the restricted stock awards and options as of the date of grant based upon the Black-Scholes method of valuation, and to then expense that value over the service period over which the restricted stock awards and options become vested. As a general rule, for time-in-service-based options, the company will immediately expense any restricted stock awards and option or portion thereof which is vested upon grant, while expensing the balance on a pro rata basis over the remaining vesting term of the restricted stock awards and options. For a description guidance issued by the FASB and the assumptions used in determining the value of the restricted stock awards and options under the Black-Scholes model of valuation, see the notes to the financial statements included with this Form 10-K.

3138

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

(3)

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

(4) Compensation paid for ~~accounting~~director services of Brampton and consulting services for AEN.

(5)	Compensation paid for legal services.

(6) ~~Officer~~Compensation ~~compensation~~ paid for accounting services.

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

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

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

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

Review of Risks Arising from Compensation Policies and Practices

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

The following table lists stock ownership of our Common Stock as of ~~April~~May 1516, ~~2010. The~~2011 ~~Company~~based ~~has~~upon ~~elected~~200,000,000 toshares ~~report the Security ownership~~ of ~~certain~~Common ~~beneficial owners~~Stock ~~as of the current date due to the large number of shares~~ issued ~~agreed to be issued in 2010. These shares were issued as a result of certain employees~~ and ~~consultants~~ ~~to the Company accepted an agreement to convert accrued salaries and fees due them to common stock~~outstanding. ~~The individuals and consultants have agreed to convert a total of $427,245 of accrued salaries and fees to total shares of 29,064.310.~~

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

	Number of		Percentage of
	Shares		Shares
Name and Address	Beneficially Owned (1)		Beneficially Owned (1)
Bryan Norcross(2)		2325,~~213~~713,969		12.29	%
4700 Biscayne Blvd, Suite 500 ,Miami, FL 33137,
Joseph J. Giuliano		250,000		~~0.1-~~*	%
4700 Biscayne Blvd, Suite 500, Miami, FL 33137,
Brad Hacker		4,081,633		2.1	%
Janis Farnham (5)		12,531,225		6.0	%
5722 S. Flamingo Drive, Suite 151, Ft. Lauderdale, FL 33330
Robert Wildberger		750,000		0.4	%
4700 Biscayne Blvd, Suite 500, Miami, FL 33137
Bryan Janeczko		250,000		0.1-	%
4700 Biscayne Blvd, Suite 500, Miami, FL 33137,
Janis Farnham		3,311,224		1.7	%
All directors and		12,781,225	6.1_		%
4700 Biscayne Blvd, Suite 500, Miami, FL 33137,
All directors and		31,856,826		16.8	%
executive officers as
a group (6 persons)
Robert Wineberg		5457,~~560~~069,~~544~~996		28.75	%
Delaporte Point, House #45 Nassau, Bahamas
Max Mayfield and Associates, LLC		14,132,~~653~~654		7.41	%
4700 Biscayne Blvd, Suite 500,Miami, FL 33137.
4700 Biscayne Blvd, Suite 500 Miami, FL 33137.
MB Worldwide Investments, LLC One East Broward Blvd, Suite 1010 Fort Lauderdale, FL 33301		25,059,568		13.2	%
MB Worldwide Investments LLC (3) One East Broward Blvd, Suite 1010 Fort Lauderdale, FL 33301		25,059,568		12.5	%

* less than 1%

(1)

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

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

33(3) Controlled by Murray Bacal.

~~Effective March~~ (4,) ~~2010,~~Includes ~~Robert G. Wildberger~~750,000 ~~Bryan~~shares ~~Janeczko, Joseph J. Giuliano, and Janis J. Farnham were appointed as members~~ of ~~the~~Common ~~Board~~Stock ofissuable ~~Directors~~upon toconversion ~~serve until the next annual meeting~~ of ~~the~~Series ~~Corporation’s~~1 ~~shareholders~~Preferred or their respective earlier death, resignation or removal from office. Commiserate with their appointment, each of Robert G. Wildberger, Bryan Janeczko, Joseph J. Giuliano, and Janis Farnham, were granted 250,000 shares of our company Common Stock.

~~Certain employees~~(5) ~~and~~Includes ~~consultants~~9,500,000 toshares ~~the Company have accepted an agreement to convert accrued salaries and fees due them to common stock. The individuals and consultants have agreed to convert a total~~ of ~~$427,245~~Common ofStock ~~accrued~~issuable ~~salaries~~upon ~~and fees~~conversion ~~to total shares~~ of ~~29,064.310.~~Series ~~Shares~~1 toPreferred ~~be issued are as follows:~~Stock

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

The foregoing table does not reflect the May 2011 funding agreement which results in a change in control. See "Item 13."

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

Related Party Transactions

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

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

Since May 2009, Mr. Norcross has accrued his monthly salary. In 2010, up to March 31, 2010 his accrued salary and unpaid expenses were converted into restricted stock at $.0147 per share. In addition, in April 2010 six (6) persons also agreed to convert their accrued salary and unpaid expenses, if any, into an aggregate of 29,064,310 shares of Common Stock at a price of $.0147 per share.

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

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

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

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

Brad Hacker			4,081,633

Joseph Emas			3,231,293

Murray Bacal			7,482,993

Robert Wineberg			1,360,544

Bryan Norcross			8,213,969

Janis Farnham			3,061,224

Max Mayfield			1,632,653

Prior to the acquisition of AEN, Bryan Norcross, its President and former Chief Executive Officer of Brampton, advanced AEN funds for legal and other start-up costs for AEN's operations. These advances totaling $95,926 are non-interest bearing. AEN owes Mr. Norcross an additional $90,000 of accrued salary for the period April 1 - December 31, 2010. Also, in January 2011, Mr. Norcross loaned approximately $7,000 to Brampton for working capital.

In December 2010 and May 2011, the Company's board approved an exchange for services rendered, the issuance of Series 1 Preferred Stock convertible into an aggregate of 12 million shares of Common Stock. In connection with this transaction, Janis Farnham, Bryan Janeczko, Robert Wildberger and Brad Hacker received Series 1 Preferred Stock convertible into 7,500,000 shares, 750,000 shares, 750,000 shares and 1,000,000 shares of Common Stock, respectively, subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares. The securities issued to Janis Farnham were partially in consideration of her waiving $90,000 in accrued consulting fees. Also, Joseph Emas agreed to exchange 1,949,124 shares of Common Stock for Series 1 Preferred Stock convertible into 1,949,124 shares. The Preferred Stock has the voting rights equal to the number of shares of Common Stock into which they are convertible.

In May 2011, the Company issued 11 million shares of its Common Stock in exchange for the conversion of $220,000 in principal debt which was invested in the Company in December 2009.

On May 13, 2011, the Company entered into an agreement with MRP LLC ("MRP"), a newly formed company which is currently owned and controlled by Murray Bacal, Paul Michelin and Rod Martin. The Company and MRP have agreed that MRP would invest up to $250,000 in the Company. Of the $250,000, $10,000 shall represent the purchase of Series 3 Preferred Stock which shall have the right to vote the same as Common Stock (except as otherwise provided by applicable state law) equal to 5,278,982,480 shares of Common Stock and the right to convert into 5,278,982,480 shares of Common Stock equivalent to 95% of our current issued and outstanding shares of Common Stock on a fully diluted basis after due consideration for all outstanding notes, options, warrants, shares of Common Stock and preferred stock outstanding on May 13, 2011. The foregoing conversion right is subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares and is further subject to adjustments for any stock splits, stock dividends, combinations, reclassifications and the like. The remaining up to $240,000 funding commitment from the Lenders shall be in the form of non-interest bearing loans repayable upon demand and shall be made available to the Company on an as needed for its operations. The financing provided to the Company is expected to be provided to MRP (and in turn to the Company) from the personal funds of the members of MRP. Not reflected in MRP's 95% ownership interest is that Murray Bacal currently owns and controls 25,059,568 shares and Paul Michelin and his wife, Louisa Michelin, currently own and control notes which are convertible into Series 2 Preferred Stock which are further convertible into 50,000,000 common shares as described above. The agreement with MRP also included various professionals releasing the Company from various obligations to pay for services that were in arrears. It also included certain releases among the parties to the agreement. See "Exhibit 10.1" for complete details as to this agreement.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fiscal 2009

(1) Audit Fees

The aggregate fees billed by ~~the~~our prior independent accountants, namely, Berenfeld, Spritzer, Shechter & Sheer, LLP ("BSSS"), for the last fiscal year for professional services for the audit of the Company's annual financial statements and the review included in the Company's Form 10-Q and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those fiscal years were $20,000.

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by ~~the~~BSSS ~~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 BSSS ~~the principal accountants~~ for tax compliance, tax advice, and tax planning was $1,500.

(4) All Other Fees

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

~~Fiscal 2008~~42

Fiscal 2010

(1) Audit Fees

The aggregate fees billed by ~~the~~BSSS ~~independent accountants~~ for the ~~last~~ fiscal year ~~for~~ ~~professional~~ended ~~services~~December ~~for~~31, ~~the~~2010 ~~audit~~for ofprofessional ~~the~~services ~~Company's~~for ~~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 10,~~000~~500.

(2) Audit-Related Fees

The aggregate fees billed in each of the last two fiscal years for assurance and related services by ~~the~~BSS ~~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~~BSS ~~accountants~~ for tax compliance, tax advice, and tax planning was $31,~~000~~500.

(4) All Other Fees

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

~~Audit Hours Incurred~~New Auditors

~~The principal accountants spent approximately 50 percent~~Malcolm ofPollard, Inc. did not provide any services to the ~~total~~Company ~~hours~~during ~~spent on~~ the ~~accounting~~last two fiscal years. The ~~hours~~ ~~were~~cost ~~about~~of ~~equal~~the to2010 ~~the~~audit ~~hours~~performed ~~spent~~in by2011 ~~the Company's internal accountant~~was estimated at $10,000.

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

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

Based on the review and discussions referred to above, the Board approved the inclusion of the audited consolidated financial statements be included in the Company's Annual Report on Form 10-K for its ~~2009~~2010 fiscal year for filing with the SEC.

Pre-Approval Policies

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

The Board pre-approved all fees described above.

3643

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)
10.1		Agreement of May 13, 2011 by and among Brampton Crest International, Inc., Bryan Janeczko, Janis Farnham, Joseph Giuliano, Brad Hacker, Morse & Morse, PLLC, Hinshaw & Culbertson LLP, Paul Michelin, Paul Michelin and Louisa Michelin, Murray Bacal and MRP, LLC. (2)
14		Code of Ethics (1)
21		Subsidiaries (2)
31.1		Certification of Chief Executive Officer and Chief Financial 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 and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. (2)
32.1		Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. (2)
32.2		Certification of Chief Accounting Officer Pursuant to Section 906 of the Sarbanes-Oxley Act. (2)

(1) ~~Incorporated~~ byPreviously ~~reference~~filed.

(2) Filed herein.

3744

Signatures

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

	Brampton Crest International, Inc.
Date: April 15, 2010		/S/ Bryan Norcross
Date: May 16, 2011		/S/ Joseph Giuliano
		Bryan Norcross
		Joseph Giuliano
		(Chief Executive Officer)
		Principal Executive Officer and Principal Financial Officer

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

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

Date	Signature/Title
Date: April 15, 2010		/S/ Bryan Norcross
May 17, 2011		/S/ Joseph Giuliano
		Bryan Norcross
		(Chief Executive Officer)
Date: April 15, 2010		/S/ Joseph Giuliano
		Joseph Giuliano
		(Chief Financial Officer)
		Principal Executive Officer, Principal Financial Officer and Director
		/S/ Robert Wildberger
May 17, 2011		/S/ Janis Farnham
Date: April 15, 2010		Robert Wildberger
		(Director)
Date: April 15, 2010		/S/ Bryan Janeczko
		Bryan Janeczko
		(Director)
Date: April 15, 2010		/S/ Janis Farnham
		Janis Farnham
		(Director)
		Director

38Joseph Giuliano and Janis Farnham represent the only current directors of the Company.

PART F/S. FINANCIAL STATEMENTS

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

Report of Independent Registered Public Accounting Firm	F-1	~~F-1~~
Consolidated Financial Statements:
Consolidated Balance Sheets as of December 31, 2009 and 2008		F-2
Consolidated Balance Sheets as of December 31, 2010 and 2009	F-2
Consolidated Statements of Operations for the years ended December 31, 2009 and 2008		F-3
Consolidated Statements of Operations for the years ended December 31, 2010 and 2009	F-3
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2009 and 2008		F-4
Consolidated Statements of Stockholders' Equity for the years ended December 31, 2010 and 2009	F-4
Consolidated Statements of Cash Flows for the years ended December 31, 2009 and 2008		F-5
Consolidated Statements of Cash Flows for the years ended December 31, 2010 and 2009	F-5
Notes to Consolidated Financial Statements	F-6	~~F-6~~

3946

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Brampton Crest International, Inc. and Subsidiaries

Miami Beach, Florida

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

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

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

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

BERENFELD, SPRITZER, SHECHTER & SHEER, LLP

CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS

Fort Lauderdale, Florida

–April 15, 2010

F-1

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

	December 31,			December 31,
	2009			2008
	2010			2009
ASSETS
Current Assets:
Cash	$	165,101		$	375,058
Cash and Cash Equivalents	$	1,693		$	165,101
Marketable securities		—			1,025,000
Marketable Securities					0
Accounts receivable-net		10,000			31,147
Accounts Receivable		-			10,000
Total Current Assets		~~175~~1,~~101~~693			1175,~~431,205~~101
PROPERTY AND EQUIPMENT, net		~~326~~82,~~843~~555			~~355~~326,~~220~~843
Other Assets:
Deposits and prepaid expenses		4,758			6,294
Deposits and Prepaid Expenses		-			4,758
Trademarks		-			10,650
TOTAL ASSETS	$	84,248		$	506,702
Total Other Assets		4,758			16,944
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
TOTAL ASSETS	$	506,702		$	1,803,369
Accounts Payable	$	117,127		$	272,689
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)
Accrued Expenses		-			151,000
Current Liabilities
Due to Related Party		95,926			95,926
Accounts payable	$	272,689		$	25,391
Current Portion of Notes Payable		407,500			1
Accrued expenses		151,000			-
Total Current Liabilities		620,553			519,616
Due to related party		95,926			95,926
COMMITMENTS AND CONTINGENCIES
Current portion of notes payable		1			-
STOCKHOLDERS' EQUITY (DEFICIENCY)
Total Current liabilities		519,616			121,317
Preferred stock, $.001 par value; 25,000,000 shares authorized, -0- shares issued and outstanding as of September 30, 2010 and December 31, 2009		20			-
COMMITMENTS AND CONTINGENCIES		-			-
Common stock, $.001 par value; 950,000,000 shares authorized, 190,949,124 and 160,054,881 shares issued and outstanding at September 30, 2010 and December 31, 2009 (respectively)		190,609			160,055
STOCKHOLDERS’ EQUITY (DEFICIENCY)
Additional Paid in Capital		14,771,933			14,040,861
Preferred stock, $.001 par value; 25,000,000 shares authorized, -0- shares issued and outstanding as of December 31, 2008 and 2009		-			-
Accumulated Deficit		(15,498,867	)		(14,213,830	)
Common stock, $.001 par value; 950,000,000 shares authorized, 232,854,881shares issued and 160,054,881 shares outstanding at December 31, 2009 and 221,854,881 shares issued and outstanding at December 31, 2008		160,055			221,854
TOTAL STOCKHOLDERS' DEFICIENCY		(536,305	)		(12,914	)
Additional paid in capital		14,040,861			13,959,063
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY (DEFICIENCY)	$	84,248		$	506,702
Accumulated deficit		(14,213,830	)		(12, 498,865	)
TOTAL STOCKHOLDERS’ EQUITY (DEFICIENCY)		(12,914)			1,682,052
TOTAL LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIENCY)	$	506,702		$	1,803,369

See accompanying notes to the Consolidated Financial Statements

F-21

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

		Years Ended December 31,
	Year Ended
		2009			2008
	December 31,
Revenue	$	120,132		$	172,909
	2010			2009
Cost of Sales		89,650			84,019
Revenue	$	9,024		$	120,132
Gross Profit		30,482			88,890
Cost of Sales		3,107			89,650
Selling, General and
Gross Profit		5,917			30,482
Administrative Expenses		1,717,163			1,149,996
Selling, General and Administrative Expenses		742,558			1,717,163
Impairment of Asset		10,650			10,415,747
Loss from Operations		(736,641	)		(1,686,681	)
Loss From Operations		(1,697,331	)		(11,476,853	)
Other Income (Expense)
Other Income (Expense):
Impairment of Assets		(125,538	)		(10,650	)
Interest Expense		(22423,~~000)~~500	)		-(22,000	)
Interest Income		~~4,366~~641			254,~~209~~366
Total Other Income (Expense)		(17422,~~634)~~859	)		254,~~209~~366
Loss Before Income Taxes		(1,~~714~~285,~~965~~038	)		(111,~~451~~714,~~644~~965	)
Provision for Income Taxes		—			—
Income Tax Benefit		-			-
Net Loss	$	(1,~~714~~285,~~965~~038	)	$	(111,~~451~~714,~~644~~965	)
Net Loss Per Share-
Loss Per Share-Basic and Diluted	$	(0.01	)	$	(0.01	)
Basic and Diluted	$	(0.01	)	$	(0.07	)
Weighted Average Common Shares Outstanding -Basic and Diluted		180,356,475			182,547,528
Weighted Average Common Shares
Outstanding - Basic and Diluted		182,547,528			163,825,550

See accompanying notes to the Consolidated Financial Statements

F-2

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	December 31,			December 31,
	2010			2009

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$	(1,285,038	)	$	(1,714,965	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		120,000			109,178
Impairment of Fixed Assets		126,253			10,650
Amortization of Note Discount		407,500			-
Stock Issued for services rendere		511,645			-
Changes in operating assets and liabilities:
Decrease (Increase) in assets:
Accounts Receivable		10,000			21,147
Prepaid Expenses and Deposits		4,044			1,536
Increase (Decrease) in liabilities:
Accounts payable and accrued expenses		(306,562	)		398,298
Net Cash Used In Operating Activities		(412,158	)		(1,174,156	)
Cash Flows from Investing Activities
Marketable Securities redeemed (purchased)		-			1,025,000
Fixed Assets Purchased		(1,250	)		(80,801	)
Net Cash (Used In) Provided by Investing Activities		(1,250	)		944,199
Cash Flows from Financing Activities
Private Placement-Net of expenses		250,000			220,000
Repurchase of Stock		-			(200,000	)
Net Cash Provided by (Used In) Financing Activities		250,000			20,000

NET DECREASE IN CASH AND CASH EQUIVALENTS		(163,408	)		(209,957	)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD		165,101			375,058
CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,693		$	165,101
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
SUPPLEMENTAL DISCLOSURE OF NONCASH ACTIVITIES:
Interest paid during the period	$	8,000		$	-
Income taxes paid during the period	$	-		$	-

See accompanying notes to the Consolidated Financial Statements

F-3

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

Years ended December 31, 2009 and ~~2008~~2010

							Additional						Total
	Common Stock						Paid-In			Accumulated			Stockholder’s
	Shares			Amount			Capital			Deficit			Equity
BALANCE, DECEMBER 31, 2007		51,518,710		$	51,518		$	1,589,900		$	(1,047,221	)		594,197
BALANCE, DECEMBER 31, 2008		221,854,881		$	221,854		$	13,959,063		$	( 12,498,864	)	$	1,682,052
Common Stock Issued for Private Placement and
Exercise of Stock Warrants Net of Issuance Costs		70,336,171			70,336			2,369,163			—			2,439,499
Common Stock Issued for Acquisition		100,000,000			100,000			10,000,000						10,100,000
Net Loss for the year ended December 31, 2008		—			—			—			(11,451,644	)		( 11,451,644	)
BALANCE, DECEMBER 31, 2008		221,854,881		$	221,854		$	13,959,063		$	( 12,498,865	)	$	1,682,052
Exercise of Stock Warrants Net of Issuance Costs		200,000			200			(200	)					-
Common Stock Issued for Private Placement		11,000,000			11,001			208,998			-			219,999
Common Stock Cancelled		(25,000,000	)		(25,000	)		25,000			-			-
Common Stock Redemption		(48,000,000	)		(48,000	)		(152,000	)		-			(200,000	)
Net Loss for the year ended December 31, 2009		—			—			—			(1,714,965	)		( 1,714,965	)
BALANCE, DECEMBER 31, 2009		160,054,881		$	160,055		$	14,040,861		$	(14,213,~~830~~829	)	$	(12,914	)
Common Stock Issued for Compensation and Fees		30,894,310		$	30,894			480,751						511,645
Common Stock Cancelled		(1,949,191	)	$	(340	)		250,321						249,981
Preferred Stock Issued
Net Loss for year ended December 31, 2010											(1,285,038	)		(1,285,038	)
BALANCE, DECEMBER 31, 2010		189,000,000		$	190,609			14,771,933			(15,498,867	)		(536,305	)

See accompanying notes to the Consolidated Financial Statements

F-4

~~BRAMPTON CREST~~MALCOLM ~~INTERNATIONAL, INC~~L. ~~AND~~POLLARD, ~~SUBSIDIARIES~~Inc.

~~CONSOLIDATED STATEMENTS~~4845 OFW. ~~CASH~~LAKE ~~FLOWS~~ROAD, # 119

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

ERIE, PA 16505

~~See accompanying~~(814)838-8258 ~~notes~~FAX to(814) ~~the Consolidated Financial Statements~~838-8452

Report of Independent Registered Public Accounting Firm

Board of Directors

Brampton Crest International, Inc.

We have audited the accompanying consolidated balance sheets of Brampton Crest, International, Inc. and subsidiaries (“the Company”) as of December 31, 2010 and December 31, 2009, and the related consolidated statements of operations, changes in shareholders’ equity, and cash flows for the years then ended These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

The Company has not generated significant revenues or profits to date. This factor, among others, raises substantial doubt about its ability to continue as a going concern. The Company’s continuation as a going concern depends upon its ability to generate sufficient cash flow to conduct its operations and its ability to obtain additional sources of capital and financing. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company at December 31, 2010 and December 31, 2009 and the results of its operations, changes in shareholders’ equity, and its cash flows for the years then ended in conformity with U.S. generally accepted accounting standards.

Malcolm L. Pollard, Inc.

Erie, Pennsylvania

May 12, 2011

F-5

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~FOR 1THE ~~- SUMMARY~~YEARS OFENDED ~~SIGNIFICANT~~DECEMBER ~~ACCOUNTING~~31, ~~POLICIES~~2010 ~~ORGANIZATION~~ AND ~~CAPITALIZATION~~ 2009

~~Brampton Crest~~NOTE ~~International,~~1 ORGANIZATION ~~Inc.~~AND (the “Company"), a Nevada corporation, was originally organized as Selvac Corporation, a Delaware corporation. On June 28, 1982, Selvac Corporation restated its Certificate of Incorporation and changed its name to Mehl/Biophile International Corporation. On March 22, 2000, the Company reorganized as Hamilton-Biophile Companies. On November 26, 2001, the Company re-domiciled to Nevada. Hamilton Biophile Companies changed their name to Brampton Crest International, Inc., effective on November 18, 2004.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.

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.

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

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

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

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

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

F-6

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~FOR 1THE ~~- SUMMARY~~YEARS OFENDED ~~SIGNIFICANT~~DECEMBER ~~ACCOUNTING~~31, ~~POLICIES~~2010 ~~ORGANIZATION~~ AND ~~CAPITALIZATION (CONTINUED)~~2009

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

AEN is marketing its video-syndication service, including live and recorded information on hurricane activity, to television and newspaper websites across the country through a third-party. In addition video feeds are distributed on iPhone apps sold through third-party marketing efforts.

NOTE 2 GOING CONCERN ISSUES

The Company had losses from continuing operations of $1,285,038 during the year ended December 31, 2010. At December 31, 2010, the Company had negative working capital of $618,860. The decrease in working capital from 2009-2010 is attributable to decrease in cash and accruals for employee and professional compensation as a result of funding operations. The Company had cash and marketable securities on hand of $1,693 at December 31, 2010 which is not sufficient to meet our current cash requirements for the next twelve months.

The Company expects to incur additional losses until sufficient sales of its products are achieved. The Company continues to need operating capital to continue operations. There can be no assurance that the Company's future revenues will ever be significant or that the Company's operations will ever be profitable.

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

F-7

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NOTE 3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION

~~The consolidated~~PRINCIPLE ~~financial~~OF 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.CONSOLIDATION

The condensed consolidated financial statements include the accounts of Brampton Crest International, Inc. and America’s Emergency Network, Inc. (“AEN”). Intercompany accounts and transactions have been eliminated in the consolidated financial statements.

USE OF ESTIMATES

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

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original term of three months or less to be cash equivalents. At December 31, 2009 and December 31, ~~2008~~ 2010, the Company had cash equivalents in the amount of approximately $~~165~~17,~~000~~691, and $~~375~~1,~~000~~693, respectively, all in low risk investments.

MARKETABLE SECURITIES

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

ACCOUNTS RECEIVABLE

Substantially all of the Company’s accounts receivable balance is related to trade receivables. Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in its existing accounts receivable. The Company will maintain allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make required payments for products. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the amount of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged off against the allowance when it is probable the receivable will not be recovered. The Company had accounts receivable of $~~10,000~~0 at December 31, ~~2009~~2010 and ~~$31,147 at December 31, 2008~~2009.

~~IMPAIRMENT OF LONG~~F-~~LIVED ASSETS~~8

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

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

GOODWILL AND OTHER INTANGIBLE ASSETS

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

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

F-7

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~FOR 1THE ~~- SUMMARY~~YEARS OFENDED ~~SIGNIFICANT~~DECEMBER ~~ACCOUNTING~~31, ~~POLICIES~~2010 ~~ORGANIZATION~~ AND ~~CAPITALIZATION (CONTINUED):~~2009

~~In performing~~IMPAIRMENT ~~this~~OF ~~assessment,~~LONG-LIVED 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.ASSETS

The Company ~~had~~accounts ~~reviewed~~for the ~~value~~impairment of ~~the~~long-lived ~~intangible~~ assets ofin ~~goodwill~~accordance aswith ~~of December~~ASC 31Topic 360, ~~2008~~“Accounting ~~and determined~~for asthe Impairment of ~~the~~Long-Lived ~~filing~~Assets and ~~subsequent amended~~for ~~filings~~Long-Lived Assets to ~~impair~~Be ~~the~~Disposed ~~value~~Of” of(“ASC ~~goodwill.~~Topic ~~Based~~360”) onrequires ~~the operating losses~~write-downs ~~for~~to ~~2008~~be ~~and~~recorded ~~projected~~on ~~losses~~long-lived assets used in ~~2009~~operations ~~and~~when ~~breakeven~~indicators ~~not~~of ~~projected~~impairment ~~until 2010~~are present and the ~~Company~~undiscounted ~~decided~~cash toflows ~~impair~~estimated ~~the~~to ~~entire~~be ~~balance~~generated ofby ~~$10.4~~those ~~million~~assets asare ~~of year~~less ~~ended~~than ~~December~~the ~~31,~~assets’ ~~2008~~carrying amount.

REVENUE RECOGNITION

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

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

In certain cases, the Company enters into agreements with customers that involve the delivery of more than one product or service. Revenue for such arrangements is allocated to the separate units of accounting using the relative fair value method in accordance with ASC Topic 980. The delivered item(s) is considered a separate unit of accounting if all of the following criteria are met: (1) the delivered item(s) has value to the customer on a standalone basis, (2) there is objective and reliable evidence of the fair value of the undelivered item(s) and (3) if the arrangement includes a general right of return, delivery or performance of the undelivered item(s) is considered probable and substantially in the control of the vendor. If all the conditions above are met and there is objective and reliable evidence of fair value for all units of accounting in an arrangement, the arrangement consideration is allocated to the separate units of accounting based on their relative fair values.F-9

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

F-8

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~FOR 1THE ~~- SUMMARY~~YEARS OFENDED ~~SIGNIFICANT~~DECEMBER ~~ACCOUNTING~~31, ~~POLICIES~~2010 ~~ORGANIZATION~~ AND ~~CAPITALIZATION (CONTINUED):~~2009

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

Explicit return rights are not offered to customers; however, the Company may accept returns in limited circumstances. There have been no returns through December 31, 2010. Therefore, a sales return allowance has not been established since management believes returns will be insignificant.

PROPERTY AND EQUIPMENT

Property and equipment is recorded at cost and depreciated over the estimated useful lives of the assets using the straight-line method. When items are retired or otherwise disposed of, income is charged or credited for the difference between net book value and proceeds realized thereon. Ordinary maintenance and repairs are charged to expense as incurred, and replacements and betterments are capitalized.

The range of estimated useful lives used to calculate depreciation for property and equipment are as follow:

Asset Category		Depreciation/ Amortization Period
Furniture and Fixture		5 Years
Office equipment		5 Years
Leasehold improvements		2 Years

INCOME TAXES

Deferred income taxes are provided based on the provisions of ASC Topic 740, "Accounting for Income Taxes", to reflect the tax consequences in future years of differences between the tax basis of assets and liabilities and their financial reporting amounts based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

Based on its evaluation, the Company concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements. The evaluation was performed for the tax years ended December 31, 2006, 2007 and 2008, the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2009.F-10

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

Based on its evaluation, the Company concluded that there are no significant uncertain tax positions requiring recognition in its consolidated financial statements. The evaluation was performed for the tax years ended December 31, 2006, 2007, 2008 and 2009, the tax years which remain subject to examination by major tax jurisdictions as of December 31, 2010.

The Company may from time to time be assessed interest or penalties by major tax jurisdictions, although any such assessments historically have been minimal and immaterial to the Company’s financial results. In the event the Company has received an assessment for interest and/or penalties, it has been classified in the consolidated financial statements as selling, general and administrative expense.

The Company adopted the provisions of ASC Topic 740; "Accounting For Uncertainty In Income Taxes-An Interpretation Of ASC Topic 740 ("Topic 740"). Topic 740 contains a two-step approach to recognizing and measuring uncertain tax positions. The first step is to evaluate the tax position for recognition by determining if the weight of available evidence indicates it is more likely than not, that the position will be sustained on audit, including resolution of related appeals or litigation processes, if any. The second step is to measure the tax benefit as the largest amount, which is more than 50% likely of being realized upon ultimate settlement. The Company considers many factors when evaluating and estimating the Company's tax positions and tax benefits, which may require periodic adjustments. At December 31, ~~2009~~2010 and ~~2008~~December 31, 2009, the Company did not record any liabilities for uncertain tax positions.

CONCENTRATION OF CREDIT RISK

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash. The Company maintains cash balances at one financial institution, which is insured by the Federal Deposit Insurance Corporation (“FDIC”). The FDIC insured institution insures up to $250,000 on account balances. The amounts that are not insured by FDIC limitations are held in short-term securities. As of December 31, ~~2009~~2010 and ~~2008~~December ~~were~~31, ~~approximately $0~~2009, ~~and~~there ~~$1,025,000,~~were ~~respectively~~no uninsured balances. The company has not experienced any losses in such accounts.

EARNINGS (LOSS) PER SHARE

Earnings (loss) per share is computed in accordance with ASC Topic 260, "Earnings per Share". Basic earnings (loss) per share is computed by dividing net income (loss), after deducting preferred stock dividends accumulated during the period, by the weighted-average number of shares of common stock outstanding during each period. Diluted earnings per share is computed by dividing net income by the weighted-average number of shares of common stock, common stock equivalents and other potentially dilutive securities outstanding during the period. The outstanding warrants for the ~~years~~nine months ended December 31, ~~2009~~2010 and ~~2008~~2009, are anti-dilutive and therefore are not included in earnings (loss) per share.

F-911

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~FOR 1THE ~~- SUMMARY~~YEARS OFENDED ~~SIGNIFICANT~~DECEMBER ~~ACCOUNTING~~31, ~~POLICIES~~2010 ~~ORGANIZATION~~ AND ~~CAPITALIZATION (CONTINUED):~~2009

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

	Year Ended		Year Ended
	December 31,		December 31,
	2009		2008
	2010		2009
Warrants		600,000		800,000
Convertible Debt to Common Stock		61,000,000
Total		600,000		800,000
Preferred Shares to Common Stock		1,549,124
Warrants		-0-		600,000
Total		62,549,124		600,000

ACCOUNTING FOR STOCK-BASED COMPENSATION

The Company applies ASC Topic 718 “Share-Based Payments” (“ASC Topic 718”) to share-based compensation, which requires the measurement of the cost of services received in exchange for an award of an equity instrument based on the grant-date fair value of the award. Compensation cost is recognized when the event occurs. The Black-Scholes option-pricing model is used to estimate the fair value of options granted.

For the ~~years~~ nine months ended December 31, ~~2009~~2010 and ~~2008~~December 31, 2009, the Company did not grant any stock options.

NON-EMPLOYEE STOCK BASED COMPENSATION

The cost of stock-based compensation awards issued to non-employees for services are recorded, in accordance with ASC Topic 505- 50 “Equity-Based Payments to Non-Employees,” at either the fair value of the services rendered or the instruments issued in exchange for such services, whichever is more readily determinable, using the measurement date guidelines.

COMMON STOCK PURCHASE WARRANTS

The Company accounts for common stock purchase warrants in accordance ASC Topic 815 “Derivatives and Hedging”. The Company classifies as equity any contracts that (i) require physical settlement or net-share settlement, or (ii) gives the company a choice of net-cash settlement or settlement in its own shares (physical settlement or net-share settlement). The Company classifies as assets or liabilities any contracts that (i) require net-cash settlement (including a requirement to net cash settle the contract if an event occurs and if that event is outside the control of the company), or (ii) give the counterparty a choice of net-cash settlement or settlement in shares (physical settlement or net-share settlement).

~~NOTE 2~~ F- ~~RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS~~12

Accounting Standards Codification

In June 2009, the FASB issued Statement of Financial Accounting Standards (“SFAS”) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles (the “Codification”). This standard replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, and establishes only two levels of U.S. generally accepted accounting principles (“GAAP”), authoritative and nonauthoritative. The FASB ASC has become the source of authoritative, nongovernmental GAAP, except for rules and interpretive releases of the SEC, which are sources of authoritative GAAP for SEC registrants. All other nongrandfathered, non-SEC accounting literature not included in the Codification will become nonauthoritative. This standard is effective for financial statements for interim or annual reporting periods ending after September 15, 2009. The adoption of the Codification changed the Company’s references to GAAP accounting standards but did not impact the Company’s results of operations, financial position or liquidity.

F-10

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~FOR 2THE ~~- RECENTLY~~YEARS ~~ISSUED~~ENDED ~~ACCOUNTING~~DECEMBER ~~PRONOUNCEMENTS(CONTINUED)~~31, 2010 AND 2009

~~Participating~~SEGMENT ~~Securities Granted in Share-Based Transactions~~INFORMATION

~~Effective January 1,~~The ~~2009, the~~ Company ~~adopted~~operates atwo ~~new~~business ~~accounting~~operations ~~standard~~within ~~included~~its ~~in ASC~~two ~~260~~subsidiaries, ~~Earnings~~America’s ~~Per~~Emergency ~~Share (formerly~~Network, ~~FASB~~Inc. ~~Staff Position~~ (“~~FSP~~AEN”) ~~Emerging~~and ~~Issues~~Laurentian ~~Task~~Peak ~~Force~~Capital ~~(“EITF”) 03-6-1,~~Group. ~~Determining~~In ~~Whether Instruments~~2009 ~~Granted~~and in2010, ~~Share-Based~~all ~~Payment~~of ~~Transactions~~the ~~Are~~Company’s ~~Participating Securities).~~operations ~~The~~were ~~new~~in ~~guidance~~AEN, ~~clarifies~~which ~~that~~is ~~non-vested~~the ~~share-based payment~~material ~~awards~~segment. ~~that~~Laurentian’s ~~entitle~~business ~~their~~was ~~holders~~inactive toin ~~receive~~2009 ~~nonforfeitable~~and ~~dividends~~2010, ~~or dividend~~and ~~equivalents~~its ~~before~~operation ~~vesting~~are ~~should~~not bematerially considered ~~participating securities~~in ~~and~~management’s ~~included~~decision inmaking. ~~basic~~The ~~earnings~~entire ~~per~~business ~~share.~~is ~~The~~comprehensively ~~Company’s~~managed ~~adoption~~by ~~of the~~a ~~new~~single ~~accounting~~management ~~standard~~team ~~did~~that ~~not~~reports ~~have~~to athe ~~material~~Chief ~~effect~~Executive onOfficer. ~~previously~~Accordingly, ~~issued or~~the ~~current~~Company ~~earnings~~does ~~per~~not ~~share~~have separately reportable segments.

~~Business Combinations and Noncontrolling Interests~~RECLASSIFICATIONS

~~Effective January 1,~~Certain ~~2009,~~prior ~~the~~periods' ~~Company~~balances ~~adopted~~have abeen ~~new~~reclassified ~~accounting standard included in ASC 805, Business Combinations (formerly SFAS No. 141(R), Business Combinations). The new standard applies~~ to ~~all~~conform ~~transactions or other events in which an entity obtains control of one or more businesses. Additionally, the new standard requires the acquiring entity in a business combination~~ to ~~recognize all (and only)~~ the ~~assets~~current ~~acquired~~period's and liabilities assumed in the transaction; establishes the acquisition-date fair value as the measurement date for all assets acquired and liabilities assumed; and requires the acquirer to disclose additional information needed to evaluate and understand the nature and financial ~~effect~~statement ~~of the business combination~~presentation. ~~The~~These ~~Company’s~~reclassifications ~~adoption~~had ofno ~~the~~impact ~~new accounting~~on ~~standard~~previously ~~did~~reported ~~not~~results ~~have~~of aoperations ~~material~~or ~~effect~~stockholders' ~~on the Company’s consolidated financial statements~~equity.

~~Effective January 1,~~RECENT ~~2009,~~ACCOUNTING the Company adopted a new accounting standard included in ASC 810, Consolidations (formerly SFAS 160, Noncontrolling Interests in Consolidated Financial Statements). The new accounting standard establishes accounting and reporting standards for the noncontrolling interest (or minority interests) in a subsidiary and for the deconsolidation of a subsidiary by requiring all noncontrolling interests in subsidiaries be reported in the same way, as equity in the consolidated financial statements. As such, this guidance has eliminated the diversity in accounting for transactions between an entity and noncontrolling interests by requiring they be treated as equity transactions. The Company’s adoption of this new accounting standard did not have a material effect on the Company’s consolidated financial statements.PRONOUNCEMENTS

~~Fair~~Recently ~~Value~~Adopted ~~Measurement~~Accounting ~~and Disclosure~~Pronouncements

~~Effective January 1,~~In ~~2009~~December 2010, the ~~Company~~FASB ~~adopted~~issued a new ~~accounting~~ standard ~~included~~addressing ~~in ASC~~the ~~820,~~disclosure ~~Fair~~of ~~Value Measurements~~supplemental ~~and~~pro ~~Disclosures~~forma ~~(“ASC~~information ~~820”)~~for ~~(formerly~~business ~~FASB~~combinations ~~FSP~~that Nooccur ~~157-2, Effective~~during ~~Date~~the ofcurrent ~~FASB Statement No~~year. ~~157),~~ The ~~which~~new ~~delayed~~standard ~~the~~requires ~~effective~~public ~~date~~entities ~~for~~that ~~disclosing all~~present ~~non-~~comparative financial ~~assets~~statements to disclose the revenue and ~~non-financial~~earnings ~~liabilities,~~of ~~except~~the ~~for~~combined ~~items~~entity as though the business combination(s) that ~~are~~ ~~recognized~~occurred orduring ~~disclosed~~the atcurrent ~~fair~~year ~~value~~had onoccurred aas ~~recurring~~of ~~basis~~the ~~(at~~beginning ~~least annually).~~of ~~This~~the prior annual reporting period. The standard ~~did~~is effective for the Company as of January 1, 201. The Company does not expect it will have a material impact on ~~the~~its ~~Company’s consolidated~~ financial ~~statements~~position or results of operations.

In ~~April 2009~~ July 2010, the FASB issued ~~new~~Accounting ~~guidance~~Standards ~~for~~Update ~~determining~~No. 2010-20, ~~when~~Receivables a(Topic ~~transaction is~~310): ~~not~~Disclosures ~~orderly~~about ~~and~~the ~~for~~Credit ~~estimating~~Quality ~~fair~~of ~~value~~Financing ~~when~~Receivables ~~there~~and ~~has been a significant decrease in~~ the ~~volume~~Allowance ~~and level of activity~~ for anCredit ~~asset~~Losses or(“ASU ~~liability~~2010-20”). ~~The~~This ~~new guidance,~~ASU ~~which~~requires isenhanced ~~now~~disclosures ~~part~~with ofdisaggregated ~~ASC~~information ~~820~~regarding ~~(formerly~~the ~~FSP~~credit ~~157-4,~~quality ~~Determining~~of ~~Fair~~an ~~Value~~entity’s ~~When~~financing ~~the Volume~~receivables and ~~Level~~its ofallowance ~~Activity~~ for ~~the~~credit ~~Asset~~losses. orThe ~~Liability~~update ~~Have~~also ~~Significantly Decreased and Identifying Transactions That Are Not Orderly),~~ requires disclosure of ~~the~~credit ~~inputs~~quality ~~and~~indicators, ~~valuation~~past ~~techniques~~due ~~used~~information, ~~as well as any changes in valuation techniques~~ and ~~inputs~~modifications ~~used~~of ~~during~~financing ~~the~~receivables. ~~period,~~This toASU ~~measure~~is ~~fair~~effective ~~value in~~for interim and annual reporting periods. Inending ~~addition,~~after ~~the presentation of the fair value hierarchy is required to be presented by major security type as described in ASC 320~~December 15, ~~Investments — Debt and Equity Securities~~2010. The ~~provisions~~Company ofadopted ~~the~~this ~~new~~ASU ~~standard~~beginning ~~were~~with ~~effective~~its ~~for interim~~annual ~~periods~~reporting ~~ending~~period ~~after~~ended ~~June~~December 1531, ~~2009~~2010. ~~The~~This ~~adoption of the~~ new ~~standard~~ onaccounting ~~April 1,~~guidance ~~2009~~ did not have a ~~material~~significant ~~effect~~impact on the Company’s ~~consolidated~~ financial ~~statements~~position, cash flows or results of operations.

~~In April 2009, the Company adopted a new accounting standard included in ASC 820, (formerly FSP 107~~F-1 and Accounting Principles Board (“APB”) 28-1, Interim Disclosures about Fair Value of Financial Instruments). The new standard requires disclosures of the fair value of financial instruments for interim reporting periods of publicly traded companies in addition to the annual disclosure required at year-end. The provisions of the new standard were effective for the interim periods ending after June 15, 2009. The Company’s adoption of this new accounting standard did not have a material effect on the Company’s consolidated financial statements.13

F-11

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~FOR 2THE ~~- RECENTLY~~YEARS ~~ISSUED~~ENDED ~~ACCOUNTING~~DECEMBER ~~PRONOUNCEMENTS~~31, ~~(CONTINUED)~~2010 AND 2009

In ~~August 2009,~~ ~~the~~May ~~FASB~~2010, ~~issued new guidance relating to~~ the ~~accounting~~Financial ~~for the~~Accounting ~~fair~~Standards ~~value~~Board ~~measurement~~(“FASB”) ofissued ~~liabilities.~~Accounting ~~The~~Standards ~~new~~Update ~~guidance~~(“ASU”) 2010-19, ~~which~~“Multiple isForeign ~~now~~Currency ~~part of~~Exchange ~~ASC~~Rates ~~820,~~(Topic ~~provides~~830)”. ~~clarification~~The ~~that~~amendments in ~~certain~~this ~~circumstances~~Update inare ~~which~~effective ~~a quoted~~for ~~price~~reported balances in an ~~active~~entity’s ~~market~~financial ~~for~~statements ~~the~~that ~~identical~~differ ~~liability~~from istheir ~~not~~underlying ~~available,~~U.S. ~~a company~~dollar isdenominated ~~required~~values tooccurring ~~measure~~in ~~fair~~the ~~value~~first ~~using~~interim ~~one~~ or ~~more~~annual ofperiod ~~the~~ending ~~following valuation~~on ~~techniques: the quoted price of the identical liability when traded as an asset, the quoted prices for similar liabilities~~ or ~~similar~~after ~~liabilities~~March ~~when traded as assets~~15, ~~or another valuation technique that is consistent with the principles of fair value measurements~~2010. The ~~new~~amendments ~~guidance~~are ~~clarifies that a company is not required~~ to ~~include~~be ~~an adjustment for restrictions that prevent the transfer of the liability and if an adjustment is~~ applied ~~to the quoted price used in a valuation technique, the result is a Level 2 or 3 fair value measurement~~retrospectively. The ~~new~~Company ~~guidance~~adopted isthese ~~effective~~amendments ~~for~~in ~~interim~~2010 and ~~annual~~the ~~periods beginning after August 27, 2009. The Company’s~~ adoption ~~of the new guidance~~ did not have a material ~~effect~~impact on the disclosures in the Company’s consolidated financial statements.

~~Derivative~~In ~~Instruments~~April 2010, the FASB issued ASU 2010-18, “Receivables (Topic 310): Effect of a Loan Modification When the Loan is Part of a Pool That Is Accounted for as a Single Asset.” The amendments in this Update are effective for modifications of loans accounted for within pools under Subtopic 310-30 occurring in the first interim or annual period ending on or after July 15, 2010. The amendments are to be applied prospectively. Early application is permitted. The Company adopted these amendments in the third quarter of 2010 and ~~Hedging Activities~~the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.

~~Effective January 1~~In April 2010, ~~2009~~the FASB issued ASU 2010-17, “Revenue Recognition—Milestone Method”, which provides guidance on defining the ~~Company~~milestone ~~adopted~~and adetermining ~~new~~when ~~accounting~~the ~~standard~~use ~~included~~of ~~in ASC~~the ~~815,~~milestone ~~Derivatives~~method of revenue recognition for research and ~~Hedging~~ ~~(SFAS~~development Notransactions is appropriate. ~~161,~~ ~~Disclosures~~It ~~about~~provides ~~Derivative Instruments~~criteria for evaluating if the milestone is substantive and ~~Hedging~~clarifies ~~Activities,~~that ana ~~amendment~~vendor can recognize consideration that is contingent upon achievement of ~~SFAS~~a ~~No. 133). The~~milestone ~~new~~as ~~accounting~~revenue ~~standard~~in ~~requires~~the ~~enhanced~~period ~~disclosures~~in ~~about~~which anthe ~~entity’s derivative~~milestone ~~and~~is ~~hedging~~achieved, ~~activities~~if ~~and~~the milestone meets all the criteria to be considered substantive. ASU 2010-17 is effective for milestones achieved in fiscal years, and interim periods within those years beginning on or after ~~November~~ June 15, ~~2008~~2010 with prospective application. Early ~~Since~~adoption ~~the~~is ~~new~~permitted ~~accounting standard~~with ~~only~~specific ~~required~~provisions. The ~~additional~~Company ~~disclosure,~~adopted these amendments in the third quarter of 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.

~~Other~~In March 2010, the FASB issued ASU No. 2010-~~Than~~11, “Derivatives and Hedging (Topic 815) — Scope Exception Related to Embedded Credit Derivatives.” ASU 2010-~~Temporary Impairments~~11 clarifies that the only form of an embedded credit derivative that is exempt from embedded derivative bifurcation requirements are those that relate to the subordination of one financial instrument to another. As a result, entities that have contracts containing an embedded credit derivative feature in a form other than such subordination may need to separately account for the embedded credit derivative feature. The Company adopted these amendments in the third quarter of 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.

In ~~April 2009~~ January 2010, the FASB issued ~~new~~ guidance ~~for~~that ~~the~~requires ~~accounting~~reporting ~~for other-than-temporary~~entities ~~impairments.~~to ~~Under~~make ~~the~~ new ~~guidance,~~disclosures ~~which~~about isrecurring ~~part~~or ofnonrecurring ~~ASC 320~~fair-value measurements, ~~Investments~~including —significant ~~Debt~~transfers into and ~~Equity~~ ~~Securities~~out ~~(formerly~~of ~~FSP~~Level ~~115-2~~1 and ~~124-~~Level 2, ~~Recognition~~fair value measurements and ~~Presentation~~information ~~of Other-Than-Temporary~~on ~~Impairments)~~purchases, ansales, ~~other-than-temporary~~issuances, ~~impairment~~and ~~is recognized~~settlements ~~when~~on ~~an entity has the intent to sell~~ a ~~debt~~gross ~~security~~basis orin ~~when it is more likely than not that an entity will be required to sell~~ the ~~debt~~reconciliation ~~security before~~of ~~its~~Level ~~anticipated~~3 ~~recovery~~fair in value measurements. The ~~new~~Company ~~guidance~~adopted ~~does~~the ~~not amend~~new ~~existing~~accounting ~~recognition and measurement~~ guidance ~~related~~beginning ~~to other-than-temporary~~January 1, ~~impairments~~2010. ofThis ~~equity~~update ~~securities~~had ~~and~~no isimpact ~~effective~~on ~~for interim~~the ~~and annual reporting periods ending after June 15, 2009. The~~ Company’s ~~adoption~~financial ofposition, ~~the~~cash ~~new~~flows ~~guidance~~or ~~did~~results ~~not~~of ~~have a material effect on the Company’s consolidated financial statements~~operations.

~~Subsequent Events~~F-14

In May 2009, the FASB issued new guidance for subsequent events. The new guidance, which is part of ASC 855, Subsequent Events (formerly SFAS No. 165, Subsequent Events) is intended to establish general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. Specifically, this guidance sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements, the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. The new guidance is effective for fiscal years and interim periods ended after June 15, 2009 and will be applied prospectively. The Company’s adoption of the new guidance did not have a material effect on the Company’s consolidated financial statements. The Company evaluated subsequent events through the date the accompanying financial statements were issued, which was (date of filing) April 15, 2010.

Accounting Standards Not Yet Effective

Accounting for the Transfers of Financial Assets

In June 2009, the FASB issued new guidance relating to the accounting for transfers of financial assets. The new guidance, which was issued as SFAS No. 166, Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140, was adopted into Codification in December 2009 through the issuance of Accounting Standards Updated (“ASU”) 2009-16. The new standard eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. The new guidance is effective for fiscal years beginning after November 15, 2009. The Company will adopt the new guidance in 2010 and is evaluating the impact it will have to the Company’s consolidated financial statements.

F-12

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~FOR 2THE ~~- RECENTLY~~YEARS ~~ISSUED~~ENDED ~~ACCOUNTING~~DECEMBER ~~PRONOUNCEMENTS~~31, ~~(CONTINUED)~~2010 AND 2009

~~Accounting~~ In October 2009, the FASB issued ASU No. 2009-14, “Software (Topic 985) — Certain Revenue Arrangements That Include Software Elements (A Consensus of the FASB Emerging Issues Task Force)”. ASU 2009-14 requires tangible products that contain software and non-software elements that work together to deliver the products essential functionality to be evaluated under the accounting standard regarding multiple deliverable arrangements. This standard update may be adopted prospectively for ~~Variable~~revenue ~~Interest~~arrangements ~~Entities~~entered into or materially modified after the date of adoption or retrospectively for all revenue arrangements for all periods presented. The adoption of this standard did not have a significant impact on the Company’s consolidated financial statements.

In ~~June~~ October 2009, the FASB issued ~~revised~~authoritative guidance onabout the accounting for ~~variable interest~~revenue ~~entities.~~contracts ~~The~~containing ~~revised~~multiple ~~guidance~~elements, ~~which~~allowing ~~was issued as SFAS No. 167, Amending FASB Interpretation No. 46(R), was adopted into Codification in December 2009 through~~ the ~~issuance~~use of ~~ASU~~companies’ ~~2009-17.~~estimated ~~The~~selling ~~revised~~prices guidance amends FASB Interpretation No. 46(R), Consolidation of Variable Interest Entities, in determining whether an enterprise has a controlling financial interest in a variable interest entity. This determination identifies the primary beneficiary of a variable interest entity as the ~~enterprise~~value ~~that~~for ~~has both~~deliverable ~~the~~elements ~~power~~under tocertain ~~direct~~circumstances ~~the activities of a variable interest entity that most significantly impacts the entity’s economic performance,~~ and ~~the obligation~~ to ~~absorb~~ ~~losses~~eliminate or the ~~right~~use ~~to receive benefits~~ of the ~~entity~~residual ~~that~~method ~~could potentially~~for beallocation ~~significant~~of todeliverable ~~the variable interest entity~~elements. ~~The~~This ~~revised~~ guidance ~~requires~~ ~~ongoing reassessments of whether an enterprise~~ is ~~the~~effective ~~primary beneficiary~~for ~~and eliminates~~ the ~~quantitative~~Company ~~approach~~beginning ~~previously~~January ~~required~~1, ~~for determining the primary beneficiary~~2011. The Company does not expect that ~~the provisions~~this ofstandard ~~the new guidance~~ will have a ~~material~~significant ~~effect~~impact on its ~~consolidated~~ financial ~~statements~~position or results of operations.

In September 2009, the FASB issued ASU 2009-13 (Topic 605-25), “Revenue Recognition; Multiple-Element Arrangements.” These amendments provide clarification on whether multiple deliverables exist, how the arrangement should be separated, and the consideration allocated. An entity is required to allocate revenue in an arrangement using estimated selling prices of deliverables in the absence of vendor-specific objective evidence or third-party evidence of selling price. These amendments also eliminate the use of the residual method and require an entity to allocate revenue using the relative selling price method. The amendments significantly expand the disclosure requirements for multiple-deliverable revenue arrangements. These provisions are to be applied on a prospective basis for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15, 2010, with earlier application permitted. The Company adopted these amendments in the third quarter of 2010 and the adoption did not have a material impact on the disclosures in the Company’s consolidated financial statements.

In ~~October~~ June 2009, the ~~FASB~~Financial ~~issued~~Accounting ~~ASU~~Standards ~~2009-13,~~Board ~~Multiple-Deliverable~~(FASB) ~~Revenue Arrangements.~~issued ~~The~~ new ~~standard~~accounting ~~changes~~guidance ~~the~~on ~~requirements~~accounting for ~~establishing separate~~transfers ~~units~~ of ~~accounting~~financial inassets awhich ~~multiple~~removes ~~element arrangement and requires~~ the ~~allocation~~ concept of ~~arrangement~~a ~~consideration~~qualifying tospecial-purpose ~~each~~entity ~~deliverable~~(QSPE) ~~based~~and onclarifies the ~~relative~~ ~~selling~~requirements ~~price. The selling price~~ for ~~each~~isolation ~~deliverable~~and islimitations ~~based~~ on ~~vendor-specific~~ ~~objective~~portions ~~evidence~~of ~~(“VSOE”)~~financial ifassets ~~available,~~that ~~third-party~~are ~~evidence if~~eligible ~~VSOE~~for issale ~~not available, or estimated selling price if neither VSOE or third-party evidence is available~~accounting. ~~ASU~~The ~~2009-13~~Company isadopted ~~effective~~the ~~for~~new ~~revenue arrangements~~accounting ~~entered~~guidance ~~into in fiscal years~~ beginning ~~on or after June~~January 151, 2010. ~~The~~This ~~Company~~new ~~does~~accounting guidance did not ~~expect~~have ~~that~~a ~~the~~signficant ~~provisions~~impact ofon the ~~new~~Company’s ~~guidance~~financial ~~will have~~position, acash ~~material~~flows ~~effect~~or onresults ~~its~~of ~~consolidated financial statements~~operations.

~~In October 2009, the FASB issued Accounting Standards Update No. 2009~~F-14, "Certain Revenue Arrangements That Include Software Elements" ("ASU No. 2009-14"). ASU No. 2009-14 amends guidance included within ASC Topic 985-605 to exclude tangible products containing software components and non-software components that function together to deliver the product’s essential functionality. Entities that sell joint hardware and software products that meet this scope exception will be required to follow the guidance of ASU No. 2009-13. ASU No. 2009-14 is effective prospectively for revenue arrangements entered into or materially modified in fiscal years beginning on or after June 15~~, 2010. Early adoption and retrospective application are also permitted. The company is currently evaluating the impact of adopting the provisions of ASU No. 2009-14.~~

~~NOTE~~BRAMPTON 3CREST ~~- RECLASSIFICATIONS~~INTERNATIONAL, INC. AND SUBSIDIARIES

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

NOTE 4 -INCOME TAXES

As of December 31, 2009 and 2008 the Company had Federal and state net operating losses of approximately $12,100,000 and $10,498,000, that are subject to limitations. The losses are available to offset future income. The net operating loss carryfowards will expire in various years through 2028 subject to limitations of Section 382 of the Internal Revenue Code, as amended. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company, it is more likely than not that the benefits will not be realized.

The Company adopted ASC 740 which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between Consolidated Financial Statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes are insignificant.

F-13

BRAMPTON CREST INTERNATIONAL, INC. AND SUBISDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

In June 2009, the FASB issued new accounting guidance which revises the approach to determining the primary beneficiary of a variable interest entity (VIE) to be more qualitative in nature and requires companies to more frequently reassess whether they must consolidate a VIE. The Company adopted the new accounting guidance beginning January 1, 2010. This new accounting guidance did not have a signficant impact on the Company’s financial position, cash flows or results of operations.

Recently Issued Accounting Pronouncements Not Yet Adopted

In July 2010, the FASB issued ASU 2010-20, “Receivables (Topic 310): Disclosure about the Credit Quality of Financing Receivables and the Allowance for Credit Losses”, which will require additional disclosures about the credit quality of loans, lease receivables and other long-term receivables and the related allowance for credit losses. Certain additional disclosures in this new accounting guidance will be effective for the Company on December 31, 2010 with certain other additional disclosures that will be effective on March 31, 2011. The Company does not expect the adoption of this new accounting guidance to have a material impact on its consolidated financial statements.

In April 2010, the FASB issued ASU 2010-13, “Compensation — Stock Compensation (Topic 718) — Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.” ASU 2010-13 provides amendments to Topic 718 to clarify that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. The amendments in ASU 2010-13 are effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2010 and are not expected to have a significant impact on the Company’s consolidated financial statements.

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

NOTE 4 INCOME TAXES

As of December 31, 2010 and December 31, 2009 the Company had Federal and state net operating losses of approximately $14,200,000 and $13,200,000, that are subject to limitations. The losses are available to offset future income. The net operating loss carryforwards will expire in various years through 2028 subject to limitations of Section 382 of the Internal Revenue Code, as amended. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, because in the opinion of management based upon the earning history of the Company, it is more likely than not that the benefits will not be realized.

F-16

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

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,
	December 31,2010			December 31, 2009
	2009			2008
Deferred tax asset due net operating losses	$	4,985,000		$	4,585,000
Deferred tax asset due net operating losses	$	4,235,000		$	3,375,000
Less: Valuation allowance		(4,985,000	)		(4,585,000	)
Less: Valuation allowance		(4,235,000	)		(3,375,000	)
Net deferred tax asset	$	-0-		$	-0-
Net deferred tax asset	$	0		$	0

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

NOTE 5– FAIR VALUE OF FINANCIAL INSTRUMENTS

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

The Company adopted Statement of ASC Topic 820 Fair Value Measurements (“ASC Topic 820”), which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistent definition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The standard also prioritizes, within the measurement of fair value, the use of market-based information over entity specific information and establishes a three-level hierarchy for fair value measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

F-17

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

The three-level hierarchy for fair value measurements is defined as follows:

Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets;

Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable or the asset or liability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active;

Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

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

Fair value measurement at reporting date using

Description

December 31, ~~2009~~2010

Quoted Prices in Active Markets for Identical Assets (Level 1)

Significant Other Observable Inputs (Level 2)

Significant Unobservable Inputs (Level 3)

Assets

Cash and Cash Equivalents:

Money market

~~165~~1,~~101~~693

—

Marketable securities:

Mutual Funds

Preferred/Fixed

Rate Cap

Securities

Total assets

1,693

—

~~No other than temporary impairments were recognized for the years ended December 31, 2009 and 2008.~~F-18

F-14

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

			Fair value measurement at reporting date using
Description	December 31, 2009		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and Cash Equivalents:
Money market	$	34,312	$	34,312		—		—

No other than temporary impairment were recognized for the year ended December 31, 2010 and the year end December 31, 2009.

NOTE 6 – CAPITAL STOCK AND EQUITY

~~Private~~On ~~Placement Offering~~December 24, 2009, the Company accepted the final subscription arising from a December 7, 2009 private-financing transaction with certain private investors (the “Purchasers”), pursuant to a subscription agreement (the “Agreement”) for an aggregate purchase price of Two Hundred and Twenty Thousand Dollars ($220,000) consisting of an aggregate of $220,000 in 10% Promissory Notes, due twelve months from the date of issuance and 11,000,000 shares of common stock. In the event the notes become due and payable and the Company has not made payment under the notes, causing there to be an event of default, the Company at its sole discretion may retire the notes through the issuance and delivery of 50,000 shares of Common Stock for each dollar of principal outstanding. Since interest was prepaid to each investor, no interest will be payable to the noteholders at maturity.

OnPursuant ~~March 24~~to the aforementioned completed private financing transactions, ~~2008~~we issued to U.S. Purchasers, in reliance upon the ~~Company~~exemption ~~accepted~~provided ~~subscriptions~~by ~~for~~Sections 104(2) and 4(6) under the Securities Act of 1933,~~000~~ as amended,~~000~~ ~~shares~~for a transaction not involving a public offering and pursuant to Rule 506 of ~~common stock,~~Regulation atD promulgated thereunder, consisting(a) ~~price~~an aggregate of $.170,000 in 10% ~~per~~Promissory ~~share~~Notes, ~~resulting~~due intwelve ~~gross~~months ~~proceeds~~from the date of ~~one~~issuance; ~~million dollars~~and ($1b) an aggregate of 8,~~000~~500,000) shares of common stock of our Company. ~~After~~ ~~legal~~The ~~costs~~offer and ~~commissions~~sale of the ~~net~~following ~~proceeds to~~securities ~~the~~was ~~Company~~exempt ~~were~~from ~~approximately~~the ~~$915,000. No~~registration ~~other~~requirements ~~warrants~~of orthe ~~options are~~Securities ~~associated~~Act ~~with~~under ~~the~~Rule 506 ~~stock~~insofar ~~purchase. The~~as ~~common~~(1) each ~~stock~~of ~~issued~~the to U.S. ~~investors~~ ~~was~~Purchasers ~~sold~~were ~~based~~accredited onwithin anthe ~~exemption~~meaning ~~from~~of ~~registration~~Rule ~~pursuant~~501(a); ~~to Section 4~~(2) the ~~and~~transfer ~~Rule~~of ~~506~~the ofsecurities ~~Regulation~~were Drestricted ofby the ~~Securities~~Company ~~Act~~in ofaccordance ~~1933~~with ~~and~~Rule ~~the~~502(d); ~~common stock~~(3) there ~~issued~~were tono non-~~U.S.~~accredited investors ~~was~~in ~~sold~~any ~~based~~transaction onwithin anthe ~~exemption~~meaning ~~from registration~~of ~~pursuant~~Rule to506(b), ~~Regulation~~after Staking into consideration all prior investors under Section 4(2) of the Securities Act within the twelve months preceding the transaction; and (4) none of ~~1933~~ the offers and sales were effected through any general solicitation or general advertising within the meaning of Rule 502(c).

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 seventyF-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 1933.19

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

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

F-15

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~FOR 6THE ~~- CAPITAL~~YEARS ~~STOCK~~ENDED ~~AND~~DECEMBER ~~EQUITY~~31, ~~(CONTINUED)~~2010 AND 2009

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

Effective March 4, 2010, Robert G. Wildberger, Bryan Janeczko, Joseph J. Giuliano, and Janis J. Farnham were appointed as members of the Board of Directors to serve until the next annual meeting of the Corporation’s shareholders or their respective earlier death, resignation or removal from office. Commiserate with their appointment, each of Robert G. Wildberger, Bryan Janeczko, Joseph J. Giuliano, and Janis Farnham, were granted 250,000 shares of our company Common Stock. In addition, Joseph I. Emas resigned as a member of the Board of Directors. In appreciation of his contributions to the Company outside of legal services, Mr. Emas was granted 1,000,000 shares of our company’s Common Stock. The Company recorded directors’ fees of $29,400 for the nine months ended December 31, 2010 for this issuance of shares. The shares were issued in May 2010.

F-20

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

On May 5, 2010, certain employees and consultants to the Company have accepted an agreement to convert accrued salaries and fees totaling $427,245 due to them into 28,894,243 shares of common stock at a conversion price of $.0147 per share. The board of directors selected a committee to calculate and determine the conversion price. The conversion price was calculated by taking the average price of the last 90 days up to March 31, 2010 as a basis number and factoring in timing circumstances for the money that was owed to them.

Common Stock

The Company had ~~950~~200,000,000 shares of Common Stock, $.01001 par value, ~~common~~authorized ~~stock~~prior to increasing its authorized asshares ~~of December~~through board approval on October 31, ~~2009~~2007 ~~and~~to ~~2008~~950,000,000 shares, $.001 ~~Total~~par value. The board of directors does not intend to issue any shares ~~issued~~above ~~and~~its ~~outstanding~~originally asauthorized number of ~~December 31~~200,000,000 ~~2009~~shares ~~were~~until ~~232,854,881~~such ~~and~~time ~~160,054,881,~~as ~~respectively~~the Company obtains stockholder approval to ratify the Board's prior activities or to increase the number of authorized shares to another specified number. Total shares issued and outstanding were 190,969,124 as of December 31, ~~2008~~2010 ~~were~~and ~~221~~160,~~854~~054,881 as of December 31, 2009..

During the year ended December 31, 2009, the Company issued 11,000,000 shares of common stock as part of the above private placement as referred to in the section “Private Placement Offering.”.

Preferred Stock

As of December 31, ~~2009~~2010 and ~~2008~~December 31, 2009, the Company ~~authorized~~had 25,000,000 shares of preferred stock authorized, at $.001 par value and ~~there are~~ no preferred shares issued and ~~outstanding~~ ~~as of December 31, 2009 and 2008~~outstanding.

Options

As of December 31, ~~2009~~2010 and ~~2008~~December 31, 2009, no options to purchase common stock of the Company were issued and outstanding.

Warrants

As of December 31, ~~2009~~2010 and ~~2008~~December 31, 2009, the Company has ~~600,000~~-0- and ~~800~~600,000 common stock warrants outstanding, respectively at the end of each period.

The following represents the stock warrant activity during the ~~years~~year ended December 31, ~~2008~~2009 and ~~2009~~year ended December 31, 2010:

				Weighted
				Average
	Warrants			Price
Balance, 12/31/07		51,100,000		$	.001
Activity:
Activity 1/1/08-12/31/08-Warrants exercised		(50,300,000	)		.001
Balance, 12/31/08		800,000		$	.001
Activity:
Activity 1/1/09-12/31/09—Warrants expired		(200,000	)		—
Balance 12/31/09		600,000		$	.001
Activity 1/1/10-12/31/10—Warrants expired		(600,000	)		—
Balance 12/31/10		-0-		$	.001

~~Redemption And Cancellation Of Common Stock~~F-21

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

Effective June 15, 2009, Bryan Norcross and Max Mayfield each redeemed 12,500,000 shares of common stock for no consideration, and the 25,000,000 shares were subsequently cancelled by the Company.

NOTE 7 – COMMITMENT AND CONTINGENCIES

The Company’s executive and operations offices are located in Miami, Florida. The Company pays rent on a monthly basis of $4,269 per month. Also, the Company is responsible for an additional $738 per month for operating cost pass-through. Consequently, the total rent payment is $5,007. The current month-to-month arrangement expires on April 30, 2010. The management intends to sign a new lease for the same space with economically more favorable terms.

F-16

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

NOTE 7 – COMMITMENTS AND CONTINGENCIES

The Company’s executive and operations offices are located in Ft. Lauderdale, Florida. The Company uses office space shared by its financial consultant. No rent is charged to the Company.

The Company entered into various consulting agreements related to services to be rendered by the consultants. The agreements are on a month to month basis.

NOTE 8 – ~~OTHER~~ ~~EVENTS~~RELATED PARTY TRANSACTIONS

~~On November 18,~~Prior ~~2009,~~to ~~Brampton~~the ~~scheduled~~acquisition inof ~~Circuit~~AEN ~~Court~~its aPresident ~~motion~~and ~~for~~former aCEO ~~default~~of ~~final judgment~~Brampton ~~against~~advanced ~~Blackpool~~the ~~Corporate~~Company ~~Advisors~~funds ~~LLC~~ for ~~damages~~legal inand other start up costs for the ~~amount~~Company’s ~~of $33,403~~operations. OnThese ~~October~~advances 23are non-interest bearing. Total due as of December 31, 2010 and 2009 was $95,926. In addition to the ~~court~~prior ~~entered~~advances an ~~order~~additional $90,000 of ~~default~~salary ~~against~~has ~~the defendant~~been accrued. Also in January of 2011 approximately $7,000 was advanced for ~~failure~~working tocapital ~~obtain~~during ~~counsel~~the month.

NOTE 9 ~~– RELATED~~- ~~PARTY~~PROPERTY ~~TRANSACTIONS~~AND EQUIPMENT

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

NOTE 10 - PROPERTY AND EQUIPMENT

Property and Equipment consist of the following:

Property and Equipment:	Estimated Life	December 31, ~~2009~~2010			December 31, ~~2008~~2009
Website development	5 Years	$	290,927		$	~~267~~290,~~928~~927
Conference display	5 Years		~~8,559~~-0-			8,559
Computer and software	5 Years		~~206~~55,~~746~~596			~~158~~207,~~010~~996
Installation Parts	5 Years		~~24,697~~-0-			1624,~~502~~697
Leasehold improvements	2 Years		~~6,445~~-0-			6,445
Furniture	5 Years		~~10,225~~-0-			910,~~130~~225
Total Property and Equipment		$	~~547~~346,~~599~~473		$	~~466~~548,~~574~~849
Accumulated Depreciation			(~~220~~263,~~756~~918	)		(~~111~~310,~~354~~756	)
Total Property and Equipment, Net		$	~~326~~82,~~843~~555		$	~~355~~238,~~220~~093

NOTE ~~11 SEGMENT~~ ~~REPORTING~~10 NOTES PAYABLE

~~The Company~~On ~~operates~~December ~~two~~24, ~~segment~~2009, ~~operations~~the ~~within~~Company completed ~~its~~an ~~two~~offering ~~subsidiaries,~~with ~~Laurentian Peak~~certain ~~Capital~~private ~~Group~~investors, ~~Inc.~~pursuant ~~and~~to ~~America’s~~a ~~Emergency~~subscription ~~Network~~agreement for an aggregate purchase price of $220,000 ~~Inc. All~~consisting of ~~the~~ ~~operations~~an aggregate of $220,000 in ~~the~~10% ~~consolidated financial~~Promissory ~~statements~~Notes. The Notes are ~~from~~due ~~the~~in ~~AEN operating~~December ~~segment~~2010. ~~The~~Interest ~~other~~was ~~segment~~prepaid isto ~~for~~each ~~the~~investor ~~lending~~upon ~~unit,~~issuance ~~Laurentian~~of ~~Peak Capital~~each Note. ~~Laurentian~~Interest ~~was~~expense ~~not~~for ~~operational~~the inthree ~~2009~~ and ~~operations~~nine ~~were~~months ~~minimal~~ended ~~in 2008~~December 31, ~~therefore~~2010 noand ~~information~~2009 istotaled ~~reported for segment reporting purposes~~$0.

~~NOTE 12 GOING CONCERN ISSUES~~F-22

The Company had losses from continuing operations of $1,714,965 during the year ended 2009. At 12/31/09, the Company had negative working capital of $344,515. The decrease in working capital from 2008-2009 is attributable to decrease in marketable securities as a result of funding operations. The Company had cash on hand of $165,101 at 12/31/09 which is not sufficient to meet our current cash requirements for the next twelve months.

The Company expects to incur additional losses until sufficient sales of its products are achieved. The Company’s total sales figure for 2009 is $120,132, however the Company is still operating at a loss and substantial sales volumes have not yet been achieved. The Company continues to need operating capital to continue operations. There can be no assurance that the Company's future revenues will ever be significant or that the Company's operations will ever be profitable.

F-17

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~NOTE~~FOR ~~13 NOTES~~THE ~~PAYABLE~~YEARS ENDED DECEMBER 31, 2010 AND 2009

~~On December~~In ~~24,~~consideration ~~2009,~~for the ~~Company completed~~purchase anof ~~offering~~the ~~with~~10% ~~certain~~Promissory ~~private investors~~Notes, ~~pursuant~~each toinvestor areceived ~~subscription~~50 ~~agreement~~shares of $.001 par value common stock for each dollar subscribed for an aggregate ~~purchase~~issuance ~~price~~ of ~~$220~~11,000,000 ~~consisting~~shares. The Notes were recorded at their approximate fair value at the date of anthe ~~aggregate~~Subscription Agreement of $220,000, and a discount in ~~10%~~the ~~Promissory~~same ~~Notes~~amount was recorded against the carrying value of the notes payable. Amortization ~~The Notes~~of ~~are~~the ~~due~~discount onbegan ~~December~~in 7,January of 2010 and will be charged against interest isexpense ~~due~~over ~~immediately~~the asterm of ~~December 24,~~the ~~2009~~notes. ~~Interest~~Amortization expense related to the discount for ~~2009~~the three and nine months ended December 31, 2010 totaled $2255,000 and $165,000 respectively.

In ~~consideration~~ ~~for~~ the ~~purchase~~event of the ~~10%~~notes ~~Promissory~~become ~~Notes,~~due ~~each~~and ~~investor received~~payable 50and ~~shares~~the ofCompany ~~$.001~~has ~~par~~not ~~value~~made ~~common~~payment ~~stock~~under ~~for~~the ~~each~~notes, ~~dollar~~causing ~~subscribed for~~there anto ~~aggregate~~be ~~issuance~~an event of 11default,~~000,000~~ ~~shares. The~~the ~~Notes~~Company ~~were recorded~~ at ~~their~~its ~~approximate~~sole ~~fair~~discretion ~~value~~may atretire the ~~date~~notes ofthrough the ~~Subscription Agreement~~issuance and delivery of ~~$220,000,~~50 ~~and~~shares aof ~~discount~~Common inStock ~~the~~for ~~same~~each ~~amount~~dollar of principal outstanding. Since interest was ~~recorded~~prepaid ~~against the~~to ~~carrying~~each ~~value~~investor, ofno ~~the~~interest ~~notes~~will be payable~~. Amortization~~ ofto the ~~discount~~ ~~will~~noteholders ~~begin~~at inmaturity. If ~~January~~the ofnoteholders ~~2010~~are ~~and~~not ~~will~~repaid beat ~~charged~~the ~~against~~date of maturity, however, interest ~~expense~~ ~~over~~will accrue on the ~~term~~outstanding balance at a rate of ~~the~~1.5% ~~notes~~per month.

~~The offering~~On ~~was~~April ~~made~~14, in2010, ~~reliance~~Paul Michelin and Louisa Michelin (collectively the "Investor") agreed to purchase $250,000 of five-year Debentures convertible at any time at a rate of $.005 per share into a maximum of 50,000,000 shares of the Company's Common Stock equivalent to 20.8% of the Company's outstanding shares based upon 190,119,191 shares outstanding at the ~~exemption~~present ~~provided~~date bybefore ~~Sections~~giving 4effect to the possible conversion of the debentures into 50,000,000 shares, which would bring the outstanding shares to 240,119,191 shares if converted in full. The Subscription Agreement provides for the Investor to have the right to appoint up to three members of the Board of Directors. It also provides that the Company shall make available to its subsidiary, America's Emergency Network, Inc. (2"AEN"), not greater than $20,000 per month for its operational expenses, except that for the period representing April 2010 and ~~4(6)~~ ~~under~~May 2010, the ~~Securities~~Company ~~Act~~shall ofmake ~~1933~~available $20,000 per month for AEN operational expenses. The Subscription Agreement also provides that from June 2010 forward, AEN shall notify the Investor as ~~amended~~to the amount of the required funds and its purpose and that the Investor shall have the right to approve or disapprove of said disbursements, ~~for~~it abeing understood that Investor's approval shall not be unreasonably withheld. Management of the Company has concluded that the foregoing transaction may have resulted in a change of control of the Company. Further, Company will, subject to continuing confirmation of Accredited Investor Status, accept subscriptions of $250,000 every ninety (90) days following the initial investment, until the full Offering amount (i.e. totaling $1,500,000) is satisfied or the Company, in its sole discretion, terminates the Offering. The Company has the right, in its sole discretion, to not ~~involving~~ accept a ~~public~~Tranche ~~offering~~provided ~~and~~the ~~pursuant~~Company provides written notice to ~~Rule~~the ~~506~~Investor, not less than five days prior to the expiration of ~~Regulation~~the D90 ~~promulgated thereunder~~day period of a Tranche, of not accepting the Tranche. Unaccepted Tranches are not cumulative unless agreed to in writing by the Investor.

~~NOTE 14 SUBSEQUENT EVENTS~~F-23

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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

The Notes were recorded at their approximate fair value at the date of the Subscription Agreement of $250,000, and a discount in the same amount was recorded against the carrying value of the notes payable. Amortization of the discount began in April 2010 and will be charged against interest expense over the term of the notes. Amortization expense related to the discount for the three and nine months ended December 31, 2010 totaled $62,500 and $125,000 respectively.

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

~~Certain employees~~The ~~and~~offering ~~consultants~~was tomade ~~the~~in ~~Company~~reliance ~~have~~upon ~~accepted~~the anexemption ~~agreement~~provided toby ~~convert accrued~~Sections ~~salaries~~4(2) and ~~fees~~4(6) ~~due~~under ~~them~~the toSecurities ~~common~~Act ~~stock.~~of ~~The~~1933, ~~individuals~~as ~~and consultants~~amended, ~~have~~for ~~agreed to convert~~ a ~~total~~transaction ofnot ~~$427,245~~involving ofa ~~accrued~~public ~~salaries~~offering and ~~fees~~ pursuant to ~~total~~Rule ~~shares~~506 of ~~29,064~~Regulation D promulgated thereunder.~~310.~~

~~F-18~~NOTE 11: SUBSEQUENT EVENTS

The Company has evaluated all subsequent events through May 15, 2011 for appropriate accounting and disclosures.

In January 2011, Bryan Norcross resigned from the Board and as Principal Executive Officer. In May 2011, Joseph Giuliano, our Principal Financial Officer, was elected Principal Executive Officer. These events have once again created a material weakness due to improper segregation of duties. In the event additional capital is raised, the Company will seek to hire additional management to segregate the positions of Principal Executive Officer and Principal Accounting Officer.

On May 13, 2011, the Company entered into an agreement with MRP LLC which has resulted in a change in control. Recently, the Company's board approved an exchange for services rendered, the issuance of Series 1 Preferred Stock convertible into an aggregate of 12 million shares of Common Stock. In connection with this transaction, Janis Farnham, Bryan Janeczko, Robert Wildberger and Brad Hacker received Series 1 Preferred Stock convertible into 9,500,000 shares, 750,000 shares, 750,000 shares and 1,000,000 shares of Common Stock, respectively, subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares. The securities issued to Janis Farnham were partially in consideration of her waiving $90,000 in accrued consulting fees, Joseph Emas agreed to exchange 1,949,124 shares of Common Stock for Series 1 Preferred Stock convertible into 1,949,124 shares. The Preferred Stock has the voting rights equal to the number of shares of Common Stock into which they are convertible.

F-24

BRAMPTON CREST INTERNATIONAL, INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEARS ENDED DECEMBER 31, 2010 AND 2009

In May 2011, the Company issued 11 million shares of its Common Stock in exchange for the conversion of $220,000 in principal debt which was invested in the Company in December 2009.

On May 13, 2011, the Company entered into an agreement with MRP LLC ("MRP"), a newly formed company which is currently owned and controlled by Murray Bacal, Paul Michelin and Rod Martin. The Company and MRP have agreed that MRP would invest up to $250,000 in the Company. Of the $250,000, $10,000 shall represent the purchase of Series 3 Preferred Stock which shall have the right to vote the same as Common Stock (except as otherwise provided by applicable state law) equal to 5,278,982,480 shares of Common Stock and the right to convert into 5,278,982,480 shares of Common Stock equivalent to 95% of our current issued and outstanding shares of Common Stock on a fully diluted basis after due consideration for all outstanding notes, options, warrants, shares of Common Stock and preferred stock outstanding on May 13, 2011. The foregoing conversion right is subject to an increase in the authorized number of shares of Common Stock at the next stockholder meeting to at least 6 billion shares and is further subject to adjustments for any stock splits, stock dividends, combinations, reclassifications and the like. The remaining up to $240,000 funding commitment from the Lenders shall be in the form of non-interest bearing loans repayable upon demand and shall be made available to the Company on an as needed for its operations. The financing provided to the Company is expected to be provided to MRP (and in turn to the Company) from the personal funds of the members of MRP. Not reflected in MRP's 95% ownership interest is that Murray Bacal currently owns and controls 25,059,568 shares and Paul Michelin and his wife, Louisa Michelin, currently own and control notes which are convertible into Series 2 Preferred Stock which are further convertible into 50,000,000 common shares as described above. The agreement with MRP also included various professionals releasing the Company from various obligations to pay for services that were in arrears. It also included certain releases among the parties to the agreement.

F-25

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