SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB
|X| ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2006
|_| TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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BRAMPTON CREST INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
<S> <C> <C>
Nevada 000-1321002 30-0286164
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation or organization)
1224 Washington Avenue, Miami Beach, FL 33139
(Address of principal executive offices) (Zip Code)
</TABLE>
Registrant's telephone number, including area code: (305) 531-1174
N/A
(Former name or former address, if changed since last report)
Check whether the Issuer filed all reports required to be filed by section 13 or
15 (d) of the Exchange Act during the past 12 months (or for a shorter period
that the Company was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of the Company's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB. [ ]
State issuer's revenues for its most recent fiscal year: $ 4,555
State the aggregate market value of the voting stock held by nonaffiliates of
the Company. The aggregate market value shall be computed by reference to the
price at which the stock was sold, or the average bid and asked prices of such
stock, as of a specific date within the past 60 days.
As of December 31, 2006, the aggregate market value of the voting stock held by
nonaffiliates is undeterminable and is considered to be 0.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act. Yes [ ] No [X]
(THE COMPANY INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE LAST FIVE YEARS)
Not applicable
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
Class Outstanding as of March 22, 2007
------------------------------ --------------------------------
Common Stock, $0.001 per share 51,518,710
==========
DOCUMENTS INCORPORATED BY REFERENCE
Exhibits incorporated by reference are referred to under Part 1V Transitional
Small Business Disclosure Format (check one) Yes|_| No |X|
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PART I
ITEM 1. Description of Business 3
ITEM 2. Description of Property 6
ITEM 3. Legal Proceedings 6
ITEM 4. Submission of Matters to Vote of Securities Holders 7
PART II
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ITEM 5. Market for Common Equity and Related Stockholder Matters 7
ITEM 6. Management's Discussion and Analysis or Plan of Operations 8
ITEM 7. Financial Statements 10
ITEM 8 Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 10
ITEM 8A. Controls and Procedures 10
ITEM 8B. Other Information 10
PART III
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ITEM 9 Directors, Executive Officers, Promoters, and Control
Persons; Compliance with Section 16(a) of the Exchange Act 11
ITEM 10. Executive Compensation 12
ITEM 11. Security Ownership of Certain Beneficial Owners and Management 13
ITEM 12. Certain Relationships and Related Transactions 14
ITEM 13. Exhibits 15
ITEM 14. Principal Accountant Fees and Services 15
SIGNATURES 17
2
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
General
Brampton Crest International, Inc. ("the Company"), a Nevada corporation, was
originally organized as Selvac Corporation, a Delaware corporation. On June 28,
1982, the Selvac Corporation restated its Certificate of Incorporation and
changed its name to Mehl/Biophile International Corporation. On March 22, 2000,
the Company reorganized as Hamilton-Biophile Companies. On November 26, 2001,
the Company re-domiciled to Nevada. Hamilton Biophile Companies changed their
name to Brampton Crest International, Inc., effective on November 18, 2004.
On January 3, 2000, the Company filed a petition under chapter 11 of title 11,
United States Code (the "Bankruptcy Code") for Chapter 11 reorganization in US
Bankruptcy Court, Eastern District of California, Case No. 00-20004-A-11.
Mehl/Biophile International Corporation and then subsequently, Hamilton-Biophile
Companies remained in possession of their assets and properties, and continued
to operate its businesses and manage its properties as debtor-in-possession
pursuant to sections 1107(a) and 1108 of the Bankruptcy Code. On March 27, 2001,
the Bankruptcy Court issued an order confirming Hamilton-Biophile Companies'
first amended plan of reorganization and a Final Decree was entered on July 3,
2003. On December 19, 2003, Hamilton-Biophile Companies entered into a Stock
Purchase Agreement with Brampton Crest International, LLC. (the "Stock Purchase
Agreement"). On March 22, 2004 the Company filed a Conditional Application to
Reopen the Case for the Authority to Complete the Stock Purchase Agreement
between the Company and Brampton Crest International, LLC, dated December 19,
2003. On April 9, 2004, the Bankruptcy Court approved the Company's application
to complete the Stock Purchase Agreement between the Company and Brampton Crest
International, LLC. dated December 19, 2003. On November 8, 2004, the Bankruptcy
Court issued an Order closing the bankruptcy proceedings.
On November 1, 2004 the company sold 8,334,000 units at $.15 per unit for a
total sales price of $1,250,100. Each unit consisted of one share of common
stock and one warrant to purchase one additional share of common stock at $.001
per share.
On January 11, 2005, the Company sold 1,666,000 units at $.15 per unit for a
total sale price of $249,900. Each unit consisted of one share of common stock
and one warrant to purchase one additional share of common stock at $.001 per
share.
The previous Private Placement dated November 1, 2004 and the January 11, 2005
Private Placement may not be resold for a period of twelve months from the date
of purchase without the express written consent of the Company.
The Company's 15C-211 filed on October 3, 2005 to list its securities on the
Bulletin Board Exchange was approved on November 30, 2005 and the stock now
trades under the ticker symbol BRCI.OB
On January 29, 2007, the Board of Directors accepted the resignation of J. Rod
Martin as Chief Executive Officer and director submitted to the Board on January
29, 2007. There were no disagreements with J. Rod Martin on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
On January 29, 2007, the Board of Directors appointed Robert Wineberg as the
Chief Executive Officer, Principal Accounting Officer for the Company and a
member of the Board of Directors. Mr. Wineberg was our Secretary-Treasurer from
January 2005 through November 2005 and Chief Financial Officer from April, 2005
through November 2005. From November 2005 to his appointment as CEO in January
of 2007 Mr. Wineberg served as a consultant for the company. Mr. Wineberg is a
graduate of McGill University with a B. Comm. in Accounting, Systems and
Computers. Mr. Wineberg is a Chartered Accountant (C.A.) and a Chartered
Financial Analyst (C.F.A.).
Business
Effective March 2, 2007, Brampton Crest International (BRCI or the "Company")
announced that it had formed a wholly owned subsidiary, White Peak Capital
Group, Inc., a Florida corporation ("White Peak") that will focus on making
secured short and medium term loans.
White Peak will generate its own business through an established network of
finance industry contacts developed by its management and by seeking
participations with other originators, known to the company management. White
Peak loans will be both short and medium term, secured by accounts and trade
receivables, real estate, credit card receivables, equipment, letters of credit
and shares of stock. The originators from whom White Peak will purchase
participations are established companies known to White Peak management.
3
White Peak will initially be funded by capital from BRCI. BRCI intends to raise
additional capital, and will attempt to secure bank lines of credit to further
its lending activities. However, there are no assurances or guaranties that the
lines of credit or additional capital will be achieved.
The Company will continue the business of marketing and selling consumer
cosmetics and non-prescription dermatology products through the use of one
independent sales consultant. Although sales of the consumer cosmetics and
non-prescription dermatology products have been slow and general acceptance for
these products has been less than anticipated the Company still feels it can be
successful in establishing a domestic market and once it has done so it will
then attempt to sell on an international level. However, due to the dismal
acceptance of the consumer product line the Company's management, consultants
and board of directors will continue to dedicate time and Company resources
towards finding a suitable business combination and or use best efforts to find
a possible acquisition or merger.
The Company currently uses one independent sales consultant to sell its
products, working under an independent contractor agreement. The consultant
covers the state of Florida.
The sales consultant's agreement was extended for another six months effective
June 30, 2006 expiring December 31, 2006. The original agreement was signed and
dated February 15, 2006 and per the terms, the consultant uses his best efforts
to sell the Company's cosmetics and non-prescription dermatology products on a
full time basis. The agreement was extended for an additional six months,
expiring June 30, 2007. The consultant is an experienced skin care sales person
and has been in the business for many years. He comes to the Company with a list
of over 250 customers that he has either sold to before or that he has visited
and/or prospected in the past. This consultant spends his working time for the
Company selling and calling on this list of customers and potential new
customers. On September 15, 2006 the consultant's auto allowance was reduced
from $400 per month to $200 per month. plus he receives a 15% commission on net
revenues.
The agreement with the company's other sales consultant, Tina's Lotions &
Creams, was terminated on June 14, 2006 because the sales generated by the
consultant were less than expected and not enough to justify the consulting fees
being paid. Per the termination clause the company paid 60 days severance pay.
Suppliers
The Company's products are supplied directly from the manufacturer, Dermazone
Solutions, LLC per a distribution agreement signed on September 8, 2005. The
Dermazone Solutions, LLC agreement is a non-exclusive distribution agreement
giving the Company access to their full line of products in a territory
comprising of all North America.The Company sells a full line of consumer
cosmetics and non-prescription dermatology products including body lotions, face
creams, rejuvenating ointments, lip balm, anti-aging creams as well as sun care
products and has also been attempting to market a new medical grade sunless
tanner called Lyphazome Inside Tan. This is a relatively new product developed
by our manufacturer/distributor and the Company had hoped it could differentiate
itself from the competition by concentrating its marketing and sales efforts on
this new product. However, sales have been dismal to date, re-orders on sales
have been slow and in most cases re-orders have been none at all. No assurances
can be given that any of the products including Lyphazome Inside Tan, will ever
produce a material revenue stream.
The Company's products were originally supplied by RX USA Marketing per a
Sub-Distributor Supplier Agreement. On November 9, 2005 the Company rescinded
the Agreement with RX USA Marketing dated March 1, 2005 per section 2 of the
agreement and the products are now supplied directly from the manufacturer,
Dermazone Solutions, LLC per a distribution agreement signed on September 8,
2005. The Dermazone Solutions, LLC agreement is a non-exclusive distribution
agreement giving Brampton access to their full line of products in a territory
comprising of all North America.
The Company filed a Form 10-SB on December 16, 2004, and on May 17, 2005 became
a reporting company pursuant to the Securities Exchange Act of 1934, as amended.
The Company's 15C-211 filed on October 3, 2005 to list its securities on the
Bulletin Board Exchange was approved on November 30, 2005 and the stock now
trades under the ticker symbol BRCI.OB.
4
ITEM 2. DESCRIPTION OF PROPERTY.
Brampton Crest International, Inc. currently maintains its office at 1224
Washington Avenue, Miami Beach, Florida 33139. The telephone number is (305)
531-1174. Other than this office, Brampton Crest International, Inc. does not
currently maintain any other office facilities. The office is leased by Joseph
I. Emas and, as a courtesy, Mr. Emas allows Brampton Crest International, Inc.
to use the office facilities without rent. For 2005 and 2006, the Company's
use of Mr. Emas space was minimal and deemed immaterial.
ITEM 3. LEGAL PROCEEDINGS.
Brampton Crest International, Inc. is not a party to any pending legal
proceedings, and no such proceedings are known or contemplated.
No director, officer or affiliate of Brampton Crest International, Inc. and no
owner of record or beneficial owner of more than 5.0% of the securities of or
any associate of Brampton Crest International, Inc. any such director, officer
or security holder is a party adverse to Brampton Crest International, Inc. or
has a material interest adverse to Brampton Crest International, Inc. in
reference to pending litigation.
On June 8, 2004 the Securities and Exchange Commission issued an order pursuant
to Section 12(k) of the Securities Exchange Act of 1934, suspending trading in
the securities of the Company for the period 9:30 a.m. EDT on June 8, 2004
through 11:59 p.m. EDT on June 21, 2004 because of an alleged lack of current
and accurate information concerning the securities of the Company. The
Securities and Exchange Commission alleged that the Company had failed to file
with the Securities and Exchange Commission periodic reports under the
Securities Exchange Act of 1934 at least since the period ending September 30,
2001.
On June 8, 2004 the Securities and Exchange Commission also instituted an
administrative proceeding against the Company pursuant to Section 12(j) of the
Securities Exchange Act of 1934 to determine whether the Company's registration
pursuant to Section 12 of the Exchange Act should be revoked or in the
alternative, suspended for a period not exceeding twelve months.
The Company submitted an offer of settlement, which the Securities and Exchange
Commission determined to accept. Solely for the purpose of the Securities and
Exchange Commission proceeding and any other proceeding brought by or on behalf
of the Securities and Exchange Commission and without admitting or denying the
findings, the Company consented to the entry of an order by the Securities and
Exchange Commission making findings and revoking registration of securities
pursuant to Section 12(j) of the Exchange Act. Pursuant to the Company's offer
of settlement, on August 16, 2004 the Securities and Exchange Commission issued
an Order Making Findings and Revoking Registration of Securities Pursuant to
Section 12(j) of the Exchange Act (Release No. 34-50200) against the Company. In
this Order the Securities and Exchange Commission made findings that:
1. Hamilton-Biophile (CIK No. 726608), a Nevada corporation with
principal executive offices in Miami Beach, Florida, is a holding
company with manufacturing subsidiaries. The common stock of
Hamilton-Biophile had been registered under Exchange Act Section
12(g) since April 27, 1984. The Stock is quoted on the Pink Sheets
(symbol "HBPH").
2. On June 4, 1999, the United States District Court for the District
of Columbia issued an Order of Permanent Injunction by default
against Hamilton-Biophile (then called "Mehl Biophile") enjoining
the issuer and its officers and agents from causing the issuer to
fail to file timely periodic reports with the Commission in
violation of Exchange Act ss. 13(a), which Hamilton-Biophile has
violated by not filing any periodic reports since the period ending
September 30, 2001 through the date of entity of the Order Making
Findings and Revoking Registration of Securities Pursuant to Section
12(j) of the Securities Exchange Act of 1934.
3. Hamilton-Biophile has failed to comply with Exchange Act Section
13(a) and Rules 13a-1 and 13a-13 thereunder, while its common stock
was registered with the Commission in that it had not filed any
periodic reports since the period ending September 30, 2001 through
the date of entry of the order Making Findings and Revoking
Registration of Securities Pursuant to Section 12(j) of the
Securities Exchange Act of 1934.
The Order also revoked the registration of the Company's securities
registered pursuant to Section 12 of the Exchange Act.
5
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS
On July 14, 2006, the Company held its annual meeting in which greater than
a majority of the shares entitled to voted to elect J. Rod Martin and Joseph I,.
Emas as directors and ratified the appointment of Berenfeld, Spritzer, Shechter
& Sheer as the Company's independent certified public accountant for the fiscal
year ending December 31, 2006.
PART II
ITEM 5. MARKET PRICE AND DIVIDENDS ON THE REGISTRANTS COMMON EQUITY AND OTHER
SHAREHOLDER MATTERS.
TRADING MARKET
On June 8, 2004 the Securities and Exchange Commission issued an order pursuant
to Section 12(k) of the Securities Exchange Act of 1934, suspending trading in
the securities of the Company for the period 9:30 a.m. EDT on June 8, 2004
through 11:59 p.m. EDT on June 21, 2004 because of an alleged lack of current
and accurate information concerning the securities of the Company. The
Securities and Exchange Commission alleged that the Company had failed to file
with the Securities and Exchange Commission periodic reports under the
Securities Exchange Act of 1934 since at least the period ending September 30,
2001.
On June 8, 2004 the Securities and Exchange Commission also instituted an
administrative proceeding against the Company pursuant to Section 12(j) of the
Securities Exchange Act of 1934 to determine whether the Company's registration
pursuant to Section 12 of the Exchange Act should be revoked or in the
alternative, suspended for a period not exceeding twelve months.
The Company submitted an offer of settlement, which the Securities and Exchange
Commission determined to accept. Solely for the purpose of the Securities and
Exchange Commission proceeding and any other proceeding brought by or on behalf
of the Securities and Exchange Commission and without admitting or denying the
findings, the Company consented to the entry of an order by the Securities and
Exchange Commission making findings and revoking registration of securities
pursuant to Section 12(j) of the Exchange Act. Pursuant to the Company's offer
of settlement, on August 16, 2004 the Securities and Exchange Commission issued
an Order Making Findings and Revoking Registration of Securities Pursuant to
Section 12(j) of the Exchange Act (Release No. 34-50200) against the Company. In
this Order the Securities and Exchange Commission made findings that:
1. Hamilton-Biophile (CIK No. 726608), a Nevada corporation with
principal executive offices in Miami Beach, Florida, is a holding
company with manufacturing subsidiaries. The common stock of
Hamilton-Biophile had been registered under Exchange Act Section
12(g) since April 27, 1984. The Stock is quoted on the Pink Sheets
(symbol "HBPH").
2. On June 4, 1999, the United States District Court for the District
of Columbia issued an Order of Permanent Injunction by default
against Hamilton-Biophile (then called "Mehl Biophile") enjoining
the issuer and its officers and agents from causing the issuer to
fail to file timely periodic reports with the Commission in
violation of Exchange Act ss. 13(a), which Hamilton-Biophile has
violated by not filing any periodic reports since the period ending
September 30, 2001 through the date of entity of the Order Making
Findings and Revoking Registration of Securities Pursuant to Section
12(j) of the Securities Exchange Act of 1934.
3. Hamilton-Biophile has failed to comply with Exchange Act Section
13(a) and Rules 13a-1 and 13a-13 thereunder, while its common stock
was registered with the Commission in that it had not filed any
periodic reports since the period ending September 30, 2001 through
the date of entry of the order Making Findings and Revoking
Registration of Securities Pursuant to Section 12(j) of the
Securities Exchange Act of 1934.
The Order also revoked the registration of the Company's securities registered
pursuant to Section 12 of the Exchange Act.
The company has contacted an authorized over-the-counter bulletin board (OTCBB),
market maker for sponsorship of our securities on the over-the-counter bulletin
board (OTCBB).
The Company's 15C-211 filed on October 3, 2005 to list its securities on the
Bulletin Board Exchange was approved on November 30, 2005 and the stock now
trades under the ticker symbol BRCI.OB.
6
Furthermore, there can be no assurance that an active public market for our
common stock will develop or be sustained or that the stock will be traded on
the over-the- counter bulletin board (OTCBB).
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis contains various "forward looking
statements" within the meaning of Section 21E of the Securities Exchange Act of
1934, as amended, regarding future events or the future financial performance of
the Company that involve risks and uncertainties. Certain statements included in
this Form 10-KSB, including, without limitation, statements related to
anticipated cash flow sources and uses, and words including but not limited to
"anticipates", "believes", "plans", "expects", "future" and similar statements
or expressions, identify forward looking statements. Any forward-looking
statements herein are subject to certain risks and uncertainties in the
Company's business, including but not limited to, reliance on customers and
competition in its markets, market demand, product performance, maintenance of
relationships with key suppliers, difficulties of contracting or retaining
independent contractors and any changes in current accounting rules, all of
which may be beyond the control of the Company. The Company's actual results
could differ materially from those anticipated in these forward-looking
statements as a result of certain factors, including those set forth therein.
Management's Discussion and Analysis of Consolidated Results of Financial
Condition and Results of Operations ("MD&A") should be read in conjunction with
the consolidated financial statements included herein. Further, this yearly
report on Form 10-KSB should be read in conjunction with the Company's
Consolidated Financial Statements and Notes to Consolidated Financial Statements
included in Report on Form 10-KSB.
TWELVE MONTHS ENDED DECEMBER 31, 2006
COMPARED TO TWELVE MONTHS ENDED DECEMBER 31, 2005
Sales increased from $2,645 for the twelve month period ended December 31, 2005
to $4,555 for the twelve month period ended December 31, 2006.
Costs of Sales increased from $1,221 for the twelve month period ended December
31, 2005 to $1,581 for the twelve month period ended December 31, 2006,
primarily due to the increased sales of the Company's products.
Selling, General and Administrative Expenses decreased from $256,105 for the
twelve month period ended December 31, 2005 to $121,429 for the twelve month
period ended December 31, 2006 due to professional fees and promotional expenses
incurred in 2005 to assist the Company while it was attempting to emerge from
bankruptcy.
Other Income (Expenses) for the twelve month period ended December 31, 2006
increased by $27,208 These occurred while the Company was attempting to emerge
from bankruptcy.
Net Loss decreased from a net Loss of $238,844 for the twelve month period ended
December 31, 2005 to $75,410 for the twelve month period ended December 31,
2006, due to the above analysis of Income and Expenses.
Current Assets
Cash decreased from $934,492 at December 31, 2005 to $864,676 at December 31,
2006, primarily as a result of expenses in operating the company for the the
past year.
Total assets decreased from $935,207 at December 31, 2005 to $867,526 at
December 31, 2006, primarily as a result of a sale of the Company's securities.
Liabilities
Current liabilities increased from $15,139 at December 31, 2005 to $22,868 at
December 31, 2006, due to additional accrued expense as related to the Company's
2006 audit and current operations.
Liquidity and Capital Resources
We are financing our operations and other working capital requirements
principally from the receipt of proceeds in the amount of $1,250,100 from a
private placement of our securities in 2004 and from interest income. Our
management estimates that once the business plan is implemented, we will require
a minimum cash flow of approximately $9,000 per month to maintain operations. In
addition, on January 11, 2005, the Company sold 1,666,000 units at $.15 per unit
for a total sale price of $249,900, which was finalized during May, 2005, when
the restrictions were met and the funds disbursed from escrow.
7
The Company had a loan payable to a majority shareholder, Brampton Crest
International, LLC of $300,000. The Company allocated the proceeds of the loan
to satisfy costs, and other support, to reorganize Hamilton Biophile Companies.
Management used part of the proceeds of this private placement to retire a debt
of $300,000 to affiliate Brampton Crest International, LLC. Management intends
to use the balance of the proceeds from the offering $950,100 and the additional
financing of $249,900, towards the implementation of the business plan
(including finding an appropriate revenue producing business opportunity) and to
provide working capital for future expansion of the Company's operations.
Private Placements
On January 11, 2005, the Company sold 1,666,000 units at $.15 per unit for a
total sale price of $249,900. Each unit consisted of one share of common stock
and one warrant to purchase one additional share of common stock at $.001 per
share.
The previous sold Private Placement dated November 1, 2004 for approximately
$1,251,100 and the January 11, 2005 Private Placement may not be resold for a
period of twelve months from the date of purchase without the express written
consent of the Company.
The Company had a loan payable to a majority shareholder, Brampton Crest
International, LLC of $300,000. The Company allocated the proceeds of the loan
to satisfy costs, and other support, to reorganize Hamilton Biophile Companies.
Management intends to use the balance of the proceeds from the offering
($950,100), towards the implementation of the business plan and to provide
working capital and/or for future expansion of the Company's operations.
It is probable the Company will require additional capital in order to operate
its business and there are no assurances the Company will be able to raise that
capital in the future.
ITEM 7. FINANCIAL STATEMENTS
The financial statements of the Company are included following the signature
page to this Form 10-KSB.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINACIAL
DISCLOSURES
On June 11, 2004, the Company engaged Berenfeld, Spritzer, Shechter & Sheer to
act as the Company's independent certified public accountant. Berenfeld,
Spritzer, Shechter & Sheer Certified Public Accountants were appointed by the
Company on June 11, 2004 to audit the Company's financial statements for the
fiscal years ended December 31, 2001, 2002 and 2003. During our two most recent
fiscal years and the subsequent interim period preceding their appointment as
independent accountants, neither the Company nor anyone on its behalf consulted
Berenfeld, Spritzer, Shechter & Sheer regarding either the application of
accounting principles to a specified transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the Company's
consolidated financial statements, nor has Berenfeld, Spritzer, Shechter & Sheer
provided to the Company a written report or oral advice regarding such
principles or audit opinion, nor has there been any disagreements between
Berenfeld, Spritzer, Shechter & Sheer and the Company, whether resolved or not
resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved,
would have caused them to make reference to the subject matter of the
disagreement in connection with their reports. Berenfeld, Spritzer, Shechter &
Sheer has been engaged to audit the Company's year ended December 31, 2006.
ITEM 8A. CONTROLS AND PROCEDURES
(a) Evaluation of Disclosure Controls and Procedures
------------------------------------------------
The Company's Chief Executive Officer and Chief Financial Officer, after
evaluating the effectiveness of the Company's controls and procedures (as
defined in the Securities Act of 1934 Rule 13a 14(c) and 15d 14 (c) of the date
within 90 days of the filing of this annual report on Form 10-KSB (the
"Evaluation Date"), have concluded that as of the Evaluation Date, the Company's
disclosure controls and procedures were adequate and effective to ensure that
material information relating to it would be made known to it by others,
particularly during the period in which this yearly report on Form 10-KSB was
being made.
8
(b) Changes in Internal Controls
-------------------------------
There were no significant changes in the Company's internal controls or in other
factors that could significantly affect the Company's disclosure controls and
procedures subsequent to the Evaluation Date, nor any significant deficiencies
or material weaknesses in such disclosure controls and procedures requiring
corrective actions.
ITEM 8B. OTHER INFORMATION
NONE
PART III
ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS, PROMOTERS, AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16 (A) OF THE EXCHANGE ACT
The directors and executive officers currently serving Brampton Crest
International, Inc. are as follows:
Name Age Positions
Held and Tenure
---- --- ---------------
Robert Wineberg 52 CEO, Dirctor and Principle Accounting Officer
Joseph I. Emas 52 Director
Brad Hacker 47 Chief Financial Officer
On January 29, 2007, the Board of Directors accepted the resignation of J. Rod
Martin as Chief Executive Officer and Director submitted to the Board on January
29, 2007. There were no disagreements with J. Rod Martin on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
On January 29, 2007, the Board of Directors appointed Robert Wineberg as the
Chief Executive Officer, Principal Accounting Officer for the Company and a
member of the Board of Directors.
ROBERT WINEBERG: Chief Executive Officer, Principal Accounting Officer for the
Company and a member of the Board of Directors. Mr. Wineberg was our
Secretary-Treasurer from January, 2005 through November, 2005 and Chief
Financial Officer from April, 2005 through November, 2005. From November, 2005
to January, 2007 Mr. Wineberg served as a consultant to the company. Mr.
Wineberg is a graduate of McGill University with a B. Comm. in Accounting,
Systems and Computers. Mr. Wineberg is a Chartered Accountant (C.A.) and a
Chartered Financial Analyst (C.F.A.).
JOSEPH I. EMAS: Director of the Company since December, 2003. Mr. Emas is a
securities regulation attorney and has practiced since January 1994. Mr. Emas
received his Honors BA at University of Toronto, Bachelor of Administrative
Studies, with distinction, at York University in Toronto, his JD, cum laude from
Nova Southeastern Shepard Broad Law School and his L.L.M. in Securities
Regulation at Georgetown University Law Center. Mr. Emas was an Adjunct
Professor of Law at Nova Southeastern Shepard Broad Law School. Mr. Emas
specializes in securities regulation, corporate finance, mergers and
acquisitions and corporate law. Mr. Emas is licensed to practice law in Florida,
New Jersey and New York.
The directors named above will serve until the first annual meeting of Brampton
Crest International, Inc.'s stockholders. Thereafter, directors will be elected
for one-year terms at the annual stockholders meeting. Officers will hold their
positions regardless of any employment agreement, of which none currently exists
or is contemplated.
9
BRAD HACKER: Chief Financial Officer since December, 2005. Mr. Hacker is a
Certified Public Accountant and partner in the firm Kramer Weisman and
Associates, LLC. Mr. Hacker received his Bachelor of Business Administration
from the University Of Texas. Mr. Hacker has held position of Chief Financial
Officer with both Public and private companies in South Florida. As previously
mentioned, the firm of Kramer Weisman and Associates, LLC, of which Mr. Hacker
is a partner, has been retained by the Company to provide accounting and
financial services to the Company.
There is no arrangement or understanding between the directors and officers of
Brampton Crest International, Inc. and any other person pursuant to which any
directors or officers were or are to be selected as a director or officer.
Board of Directors Committees and Other Information
All Directors hold office until the next annual meeting of stockholders and
until their successors have been duly elected and qualified. Officers are
appointed by and serve at the discretion of the Board of Directors.
The Board of Directors currently has no committees. As and when required by law,
it will establish Audit Committee and a Compensation Committee. The Audit
Committee will oversee the actions taken by our independent auditors and review
our internal financial and accounting controls and policies. The Compensation
Committee will be responsible for determining salaries, incentives and other
forms of compensation for our officers, employees and consultants and will
administer our incentive compensation and benefit plans, subject to full board
approval. The Audit Committee Charter and the Compensation Committee Charter as
attached hereto as Exhibit to this filing. The functions of the Audit Committee
and the Compensation Committee are currently performed by the Board of
Directors.
Director Compensation
Our directors do not receive cash for their services. The Company does not
provide additional compensation for committee participation or special
assignments of the Board of Directors, but may enter into separate consulting
agreements with individual directors at times.
Indemnification of Officers and Directors
As permitted by Nevada law, Brampton Crest International, Inc.'s Amended and
Restated Articles of Incorporation provide that Brampton Crest International,
Inc. will indemnify its directors and officers against expenses and liabilities
they incur to defend, settle, or satisfy any civil or criminal action brought
against them on account of their being or having been Company directors or
officers unless, in any such action, they are adjudged to have acted with gross
negligence or willful misconduct.
Pursuant to the foregoing provisions, Brampton Crest International, Inc. has
been informed that, in the opinion of the Securities and Exchange Commission,
such indemnification is against public policy as expressed in that Act and is,
therefore, unenforceable.
Exclusion of Liability
Pursuant to the Nevada Business Corporation Act, Brampton Crest International,
Inc.'s Amended and Restated Articles of Incorporation exclude personal liability
for its directors for monetary damages based upon any violation of their
fiduciary duties as directors, except as to liability for any breach of the duty
of loyalty, acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, acts in violation of the Nevada
Business Corporation Act, or any transaction from which a director receives an
improper personal benefit. This exclusion of liability does not limit any right
that a director may have to be indemnified and does not affect any director's
liability under federal or applicable state securities laws.
ITEM 10. EXECUTIVE COMPENSATION.
The following table sets forth information with respect to compensation
paid by the Company to the President and compensation to named executive
officer's that exceeds $100,000 as of December 31, 2006:
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- ----------------------
Other Annual Restricted Stock Options/ LTIP All Other
Name Title Year Salary Bonus Compensation Awarded SARs (#) payouts ($) Compensation
---- ----- ---- ------ ----- ------------ ------- -------- ----------- ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
J. Rod Martin President 2004 0 0 0 0 0 0 0
2005 0 0 0 0 0 0 0
2006 0 0 0 0 0 0 0
</TABLE>
10
Employees
Brampton Crest International, Inc. currently has no employees other than its
directors and officers. Management expects to hire help as necessary and does
not anticipate a need to engage any full-time employees until the business plan
is applied.
Consulting Agreement
The Company entered into a one year Consulting Agreement with Robert Wineberg to
assist the Company with corporate planning and development; specifically, to
develop an in-depth familiarization with the Company's business objectives and
bring to its attention potential or actual opportunities which meet those
objectives or logical extensions thereof, (b) alert the Company to new or
emerging high potential forms of product and distribution which could either be
acquired or developed internally, (c) comment on the Company's corporate
development including such factors as position in competitive environment,
financial performances vs. competition, strategies, operational viability, etc.,
and (d) identify prospective suitable merger or acquisition candidates for the
Company, perform appropriate diligence investigations with respect thereto,
advise the Company with respect to the desirability of pursuing such candidates,
and assist the Company in any negotiations which may ensue there from.
Pursuant to the terms of the Consulting Agreement, the Company has compensated
Mr. Wineberg with 100,000 shares of the Company's common stock and 100,000
warrants to purchase an equal number of common shares of the Company at an
exercise price of $0.001 per share of common stock for a period of three years
and shall pay to Mr. Wineberg an annual fee of $37,500 for a period of one year,
payable monthly in advance in equal monthly payments of $3,125 commencing in
January 1, 2005. This agreement was extended until December 31, 2006.
On November 29, 2005, the Board of Directors appointed Brad Hacker, CPA as the
Chief Financial Officer for the Company.
On December 7, 2005 the Company engaged Kramer Weisman and Associates, LLP,
Certified Public Accountants & Consultants. The term of this agreement is for
twelve months and expires on December 7, 2006. Fees for services rendered will
be billed at a flat rate of $1,000 per month and both parties agree to review
the hours accrued each month and adjust the contract as requested. Any
additional work that is required will be billed at a standard hourly rate plus
any out of pocket expenses and travel costs incurred. The Company will be billed
at the end of the month for services rendered during the engagement. The terms
of the agreement are the following:
1. Preparation of monthly financials, for internal purposes only, including
input of all financial transactions (receipts and disbursements) and
appropriate monthly journal entries.
2. Preparation and supporting schedules of quarterly financial statements
including balance sheet, income statement, equity and cash flow and all
statements necessary for form 10QSB plus appropriate footnotes.
3. Preparation of Form 10QSB including appropriate exhibits and schedules and
management discussion and analysis write-up for the filing.
4. Preparation and supporting schedules of yearly financial statements
including balance sheet, income statement, equity and cash flow and all
statements necessary for form 10KSB plus appropriate footnotes.
On March 2, 2007, Brampton Crest International, Inc. appointed its CEO, Robert
Wineberg, as President of its newly formed wholly owned subsidiary, White Peak
Capital Group, Inc. ("White Peak"), and entered into a three month consulting
contract by and between White Peak and its Vice President, Tsvi Katsir,
effective February 1st, 2007. Pursuant to the agreement, Mr. Katsir is entitled
to receive a Consulting fee of $10,000 and an option to acquire 200,000 shares
of Brampton Crest International, Inc.'s common stock, par value $.01 per share.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth as at December 31, 2006, the name and
address and the number of shares of the Company's common stock, with a par value
of $0.001 per share, held of record or beneficially by each person who held of
record, or was known by the Company to own beneficially, more than 5% of the
issued and outstanding shares of the Company's common stock, and the name and
shareholdings of each director and of all officers and directors as a group.
11
Number of Percentage of
Name and Address Shares Shares
Beneficially Owned (1) Beneficially Owned (1)
---------------------- ---------------------- ---------------------
Joseph I. Emas 38,700,000 (2) 38.1%
1224 Washington Avenue
Miami Beach, FL 33139
Brad Hacker -0- -0-%
12515 Orange Drive, Suite 814
Davie, FL 33330
All directors and
executive officers as
a group (3 persons) 87,900,000 86.6%
Brampton Crest International, LLC. 38,700,000 (3) 38.1%
1224 Washington Avenue
Miami Beach, FL 33139
Murray Bacal 38,700,000 (3) 38.1%
1455 Ocean Drive #904
Miami Beach, Florida 33139
Robert Wineberg 49,200,000 (4) 48.5%
Delaporte Point #45
Nassau, Bahamas
(1) Based on a total of an aggregate of 101,518,764 shares of capital
stock, consisting of 51,518,764 issued and outstanding shares of
common stock and warrants to purchase 50,000,000 shares of common
stock.
(2) Includes 12,300,000 shares of common stock held in the name of
Brampton Crest International, LLC, 300,000 shares of common stock
held in the name of Joseph I, Emas, warrants to purchase 25,800,000
shares of common stock held in the name of Brampton Crest
International, LLC (J. Rod Martin, Murray Bacal, and Joseph I. Emas
are the managing members of Brampton Crest International, LLC) and
warrants to purchase 300,000 shares of common stock held in the name
of Joseph I, Emas.
(3) Includes 12,300,000 shares of common stock held in the name of
Brampton Crest International, LLC, warrants to purchase 25,800,000
shares of common stock held in the name of Brampton Crest
International, LLC (Murray Bacal is the managing member of Brampton
Crest International, LLC)
(4) Includes 24,600,000 shares of common stock and warrants to purchase
24,600,000 shares of common stock.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
The Company had a loan payable to a majority shareholder, Brampton Crest
International, LLC, of $300,000. The Company allocated the proceeds of the loan
to satisfy costs, and other support, to reorganize Hamilton Biophile Companies.
On November 1, 2004, in a private placement the Company sold to Robert Wineberg
8,334,000 units consisting of 1 share of common stock and one three year warrant
to purchase an additional share of common stock at an exercise price of $.001
per share for $.15 per unit for a total price of $1,250,100. Management used
part of the proceeds of this private placement to retire a debt of $300,000 to
affiliate Brampton Crest International, LLC. Management intends to use the
balance of the proceeds from the offering ($950,100), towards the implementation
of the business plan and to provide working capital for future expansion of the
Company's operations. The transactions described with Brampton Crest
International, LLC were on terms at least as favorable to the Company as it
would expect to negotiate with unrelated third parties.
12
No officer, director, promoter, or affiliate of Brampton Crest International,
Inc. has or proposes to have any direct or indirect material interest in any
asset held by Brampton Crest International, Inc. through security holdings,
contracts, options, or otherwise.
Although there is no current compensation plan in existence, it is probable that
Brampton Crest International, Inc. will adopt a plan to pay or accrue
compensation to its Officers and Directors for services related to development
of the company's business plan.
13
ITEM 13. EXHIBITS AND REPORTS
(a) (1) FINANCIAL STATEMENTS.
The following financial statements are included in this report:
Title of Document Page
------------------- ----
Report of Independent Registered Public Accounting Firm F-1
Financial Statements:
Balance Sheets as of December 31, 2006 and 2005 F-2
Statements of Operations for the years ended December 31, 2006 F-3
and 2005
Statements of Stockholders' Equity for the years ended F-4
December 31, 2006 and 2005
Statements of Cash Flows for the years ended December 31, 2006 F-5
and December 31, 2005
Notes to financial statements F-6
(a) (2) FINANCIAL STATEMENT SCHEDULES
The following financial statement schedules are included as part of this report:
None.
(a) (3) EXHIBITS
The exhibits required to be filed herewith by Item 601 of Regulation S-B, as
described in the following index of exhibits, are incorporated herein by
reference, as follows:
31.1 Section 302 Certificate of Chief Executive Officer
31.2 Section 302 Certificate of Chief Financial Officer
32.1 Section 906 Certificate of Chief Executive Officer
32.2 Section 906 Certificate of Chief Financial Officer
(b) Reports on Form 8-K
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
(1) Audit Fees
-----------
The aggregate fees billed by the independent accountants for the last fiscal
year for professional services for the audit of the Company's annual financial
statements and the review included in the Company's Form 10-QSB and services
that are normally provided by the accountants in connection with statutory and
regulatory filings or engagements for those fiscal years were $22,500.
(2) Audit-Related Fees
-------------------
The aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of the Company's financial statements and are
not reported under Item 9 (e)(1) of Schedule 14A was NIL.
(3) Tax Fees
---------
The aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountants for tax compliance, tax advise,
and tax planning was $1,500.
14
(4) All Other Fees
----------------
During the last two fiscal years there were no other fees charged by the
principal accountants other than those disclosed in (1) and (2) above.
(5) Audit Committee's Pre-approval Policies
------------------------------------------
At the present time, there are not sufficient directors, officers and employees
involved with Brampton Crest to make any pre-approval policies meaningful. Once
Brampton Crest has elected more directors and appointed directors and
non-directors to the Audit Committee it will have meetings and function in a
meaningful manner.
(6) Audit Hours Incurred
----------------------
The principal accountants spent approximately 50 percent of the total hours
spent on the accounting. The hours were about equal to the hours spent by the
Company's internal accountant.
15
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934 the
Registrant caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Brampton Crest International, Inc.
/S/ Robert Wineberg
-------------------------------
Robert Wineberg
(President)
Date: March 22, 2007
/S/ Brad Hacker
-------------------------------
Brad Hacker
(Chief Financial Officer)
Date: March 22, 2007
/S/ Joseph I. Emas
-------------------------------
Joseph I. Emas
(Director)
Date: March 22, 2007
16
PART F/S. FINANCIAL STATEMENTS.
BRAMPTON CREST INTERNATIONAL, INC.
(F/K/A HAMILTON-BIOPHILE COMPANIES)
Report of Independent Registered Public Accounting Firm F-1
Financial Statements:
Balance Sheets as of December 31, 2006 and 2005 F-2
Statements of Operations for the years ended December 31, 2006 F-3
and 2005
Statements of Stockholders' Equity for the years ended F-4
December 31, 2006 and 2005
Statements of Cash Flows for the years ended December 31, 2006 F-5
and 2005
Notes to Financial Statements F-6
17
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Brampton Crest International, Inc.
(F/K/A Hamilton-Biophile Companies
Miami Beach, Florida
We have audited the accompanying balance sheets of Brampton Crest International,
Inc. (F/K/A Hamilton-Biophile Companies) ("the Company")as of December 31, 2006
and 2005, and the related statements of operations, stockholders' equity and
cash flows for each of the two-years in the period ended December 31, 2006.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. The company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting. Our audits included consideration of internal control over
financial reporting as a basis for designing audit procedures that are
appropriate in the circumstances, but not for the purposes of expressing an
opinion on the effectiveness of the company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Brampton Crest International,
Inc. (F/K/A Hamilton-Biophile Companies) ("the Company")as of December 31, 2006
and 2005, and the related statements of operations, stockholders' equity and
cash flows for each of the two-years in the period ended December 31, 2006 in
conformity with accounting principles generally accepted in the United States of
America.
BERENFELD, SPRITZER, SHECHTER & SHEER
Fort Lauderdale, Florida
March 9, 2007
F-1
BRAMPTON CREST INTERNATIONAL, INC.
(F/K/A HAMILTON-BIOPHILE COMPANIES)
BALANCE SHEETS
<TABLE>
<CAPTION>
December 31, December 31,
2006 2005
----------- -----------
<S> <C> <C>
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 864,676 $ 930,911
Inventory 2,250 3,581
----------- -----------
866,926 934,492
----------- -----------
PROPERTY, PLANT AND EQUIPMENT
Office Furniture 834 834
Accumulated Depreciation (234) (119)
----------- -----------
600 715
----------- -----------
TOTAL ASSETS $ 867,526 $ 935,207
=========== ===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and Accrued Expenses $ 22,868 $ 15,139
----------- -----------
CONTINGENCY
STOCKHOLDERS' EQUITY
Common stock, $.001 par value; 200,000,000 shares 51,518 51,518
authorized, 51,518,710 shares issued and outstanding
at December 31, 2006 and 2005
Additional paid-in capital 1,589,900 1,589,900
Accumulated deficit (796,760) (721,350)
----------- -----------
Total stockholders' equity 844,658 920,068
----------- -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 867,526 $ 935,207
=========== ===========
</TABLE>
F-2
BRAMPTON CREST INTERNATIONAL, INC.
(F/K/A HAMILTON-BIOPHILE COMPANIES)
STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended Year Ended
December 31, 2006 December 31,2005
----------------- ----------------
<S> <C> <C>
SALES $ 4,555 $ 2,645
COST OF SALES 1,581 1,221
----------------- ----------------
GROSS PROFIT 2,974 1,424
SELLING, GENERAL AND
ADMINISTRATIVE EXPENSES 121,429 256,105
----------------- ----------------
LOSS FROM OPERATIONS (118,455) (254,681)
----------------- ----------------
OTHER INCOME (EXPENSES)
Loss on impairment of inventory (9,910)
Interest and dividend income 43,045 25,747
----------------- ----------------
TOTAL OTHER INCOME (EXPENSES) 43,045
15,837
----------------- ----------------
LOSS BEFORE REORGANIZATION ITEMS AND
INCOME TAXES (75,410) (238,844)
INCOME TAXES -- --
----------------- ----------------
NET LOSS $ (75,410) $ (238,844)
================= ================
LOSS PER SHARE -
BASIC AND DILUTED $ -- $ --
================= ================
WEIGHTED AVERAGE COMMON SHARES
OUTSTANDING - BASIC AND DILUTED
51,518,710 51,470,264
================= ================
</TABLE>
F-3
BRAMPTON CREST INTERNATIONAL, INC.
(F/K/A/ HAMILTON-BIOPHILE COMPANIES)
STATEMENTS OF STOCKHOLDERS' EQUITY
Years ended December 31, 2005 and 2006
<TABLE>
<CAPTION>
Additional Stockholder's
Paid-in Accumulated Equity
Common Stock Total Capital Deficit
------------ ------------- ----------- ------------ -------------
Shares Amount
------------ ------------
<S> <C> <C> <C> <C> <C>
BALANCE, DECEMBER 31, 2004 49,752,648 $49,752 $ 1,241,766 $ (482,506) $ 809,012
Issuance of common stock
For contingency reserve for
Settlement in litigation 100,000 100 99,900 -- 100,000
Sale of common stock 1,666,000 1,666 248,234 -- 249,900
Fractional Shares Issued 62 -- -- -- --
Net loss for the year ended
December 31, 2005 -- -- -- (238,844) (238,844)
------------ ------------ ----------- ------------ -------------
BALANCE, DECEMBER 31, 2005 51,518,710 51,518 1,589,900 (721,350) 920,068
Net loss for the year ended
December 31, 2006 -- -- -- (75,410) (75,410)
------------ ------------ ----------- ------------ -------------
BALANCE, DECEMBER 31, 2006 51,518,710 $ 51,518 $ 1,589,900 (796,760) 844,658
============ ============ =========== ============ =============
</TABLE>
F-4
BRAMPTON CREST INTERNATIONAL, INC.
(F/K/A HAMILTON-BIOPHILE COMPANIES)
STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
Year Year
Ended Ended
December 31, 2006 December 31, 2005
------------------ ------------------
<S> <C> <C>
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ (75,410) $ (238,844)
Adjustments to reconcile net loss to net
cash used in operating activities:
Depreciation 115 119
Loss on write-off of inventory -- 19,910
Changes in operating assets and liabilities:
(Increase) decrease in:
Inventory 1,331 (13,491)
Prepaid and other current assets -- 15,000
Increase (decrease) in:
Accounts payable and accrued expenses 7,729 (4,159)
------------------ ------------------
NET CASH USED IN OPERATING ACTIVITIES (66,235) (221,465)
------------------ ------------------
CASH FLOWS FROM INVESTING
ACTIVITIES:
Purchases of Fixed Assets -- (834)
------------------ ------------------
NET CASH USED IN INVESTING ACTIVITIES -- (834)
------------------ ------------------
CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from sale of common stock -- 249,900
------------------ ------------------
NET CASH PROVIDED BY FINANCING ACTIVITIES -- 249,900
------------------ ------------------
NET INCREASE (DECREASE) IN CASH & CASH EQUIVALENTS (66,235) 27,601
CASH & CASH EQUIVALENTS, BEGINNING OF PERIOD 930,911 903,310
------------------ ------------------
CASH & CASH EQUIVALENTS, END OF PERIOD $ 864,676 $ 930,911
================= ==================
SUPPLEMENTAL DISCLOSURE OF CASH
FLOWS INFORMATION:
Interest paid during the period $ -- $
================= ==================
Income taxes paid during the period $ -- $ --
================= ==================
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING
AND FINANCING ACTIVITIES
Issuance of Common Stock in Settlement of Litigation $ -- $ 100,000
================= ==================
</TABLE>
F-5
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES ORGANIZATION AND
CAPITALIZATION
Brampton Crest International, Inc., formerly known as Hamilton-Biophile
Companies ("the Company"), a Nevada corporation, was formerly organized as
Mehl/Biophile International Corporation. On March 22, 2000, the Company
was reorganized as Hamilton-Biophile Companies. Effective November 18,
2004, the Company changed its name to Brampton Crest International, Inc.
On January 3, 2000, the Company filed a petition for Chapter 11
reorganization in US Bankruptcy Court, Eastern District of California. On
March 27, 2001, the Court confirmed the Plan of Reorganization and on July
3, 2003, the bankruptcy case was closed. See Note 3.
On March 22, 2004, the bankruptcy case was reopened to implement the
confirmed plan and complete a stock purchase agreement. On November 8,
2004, the court confirmed the Plan of Reorganization and the bankruptcy
case was closed.
The Company's authorized capital stock consisted of 60,000,000 shares of
common stock, no par value, and 200,000 shares of preferred stock, $10 par
value, $1,000 stated value through November 2004.
During 2004, in accordance with the Plan of Reorganization and through
Fresh Start Accounting the Company cancelled 12,851,000 shares of
preferred stock. The prior conversion features of the preferred stock were
revised during the bankruptcy proceedings (See Note 4).
On November 9, 2004 the Company recapitalized its authorized common stock
from 60,000,000 shares, no par common stock to 200,000,000 shares of
common stock, $0.001 par value. The Company also increased its authorized
preferred stock from 200,000 shares to 25,000,000 shares.
Effective March 1, 2002, the Company conducted a reverse stock split of
its issued and outstanding common stock on a 1 new for 8 old basis, and
effective October 5, 2004 the Company conducted a reverse stock split of
its issued and outstanding common stock on a 1 new for 10 old basis. All
prior stock figures and price per share have been restated to reflect the
stock split.
BUSINESS
The Company was originally engaged in the sale and distribution of
consumer personal care products and professional laser hair removal. Prior
to the bankruptcy filing, the Company had already lost substantially all
of its assets to a creditor and business activities were reduced to a
minimum. Following the bankruptcy and through December 31, 2006, business
activities were still kept at a minimum.
USE OF ESTIMATES
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosures of contingent assets and
liabilities at the date of the financial statements and the reported
amount of revenues and expenses during the reported period. Actual results
could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original term
of three months or less to be cash equivalents. Cash equivalents at
December 31, 2006 and 2005 were approximately$865,000 and $930,000,
respectively.
CONCENTRATION OF CREDIT RISK
Financial instruments that potentially subject the Company to
concentrations of credit risk consist principally of cash. The Company
maintains cash balances at two financial institutions, one of which is not
insured by the Federal Deposit Insurance Corporation ("FDIC"). The FDIC
insured institution insures up to $100,000 on account balances. The
amounts that are not insured by FDIC limitations are held in short-term
securities. As of December 31, 2006 and 2005 were approximately $850,000
and $933,000, respectively. The company has not experienced any losses in
such accounts.
F-6
ACCOUNTS RECEIVABLE
The Company conducts business and extends credit based on the evaluation
of its customers' financial condition, generally without requiring
collateral. Exposure to losses on receivables is expected to vary by
customer due to the financial condition of each customer. The Company
monitors credit losses and maintains allowances for anticipated losses
considered necessary under the circumstances. Recoveries of accounts
previously written off are recognized as income in the periods in which
the recoveries are made.
INVENTORY
Inventory is comprised of finished goods of consumer personal care
products and is stated at lower of cost or market.
IMPAIRMENT OF LONG-LIVED ASSETS AND LONG-LIVED ASSETS TO BE DISPOSED OF
The Company reviews long-lived assets for impairment whenever events or
changes in circumstances indicate that the carrying amount of an asset may
not be recoverable. Recoverability of assets to be held and used is
measured by a comparison of the carrying amount of an asset to future
undiscounted cash flows expected to be generated by the asset. If such
assets are considered to be impaired, the impairment to be recognized is
measured by the amount by which the carrying amount of the assets exceeds
the fair value. Assets to be disposed of are reported at the lower of the
carrying amount or fair value less costs to sell. There were no asset
impairments during the years ended December 31, 2006 and 2005.
REVENUE RECOGNITION
The Company recognizes revenues when a sales agreement has been executed
and delivery has occurred, and collectibility of the fixed or determinable
sales price is reasonably assured.
PROPERTY AND EQUIPMENT
Property and equipment are stated at cost. Depreciation is computed using
the straight-line method over the estimated useful lives of the assets.
Expenditures for major betterments and additions are capitalized, while
replacement, maintenance and repairs, which do not extend the lives of the
respective assets, are currently charged to expense. Any gain or loss on
disposition of assets is recognized currently in the statement of income.
FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company's financial instruments consist primarily of cash, accounts
payable and accrued expenses, and debt. The carrying amounts of such
financial instruments approximate their respective estimated fair value
due to the short-term maturities and approximate market interest rates of
these instruments. The estimated fair value is not necessarily indicative
of the amounts the Company would realize in a current market exchange or
from future earnings or cash flows.
INCOME TAXES
The Company accounts for income taxes using SFAS No. 109, "Accounting for
Income Taxes," which requires recognition of deferred tax liabilities and
assets for expected future tax consequences of events that have been
included in the financial statements or tax returns. Under this method,
deferred tax liabilities and assets are determined based on the difference
between the financial statement and tax bases of assets and liabilities
using enacted tax rates in effect for the year in which the differences
are expected to reverse. A valuation allowance is recorded for deferred
tax assets if it is more likely than not that some portion or all of the
deferred tax assets will not be realized.
EARNINGS (LOSS) PER SHARE
Earnings (loss) per share is computed in accordance with SFAS No. 128,
"Earnings per Share". Basic earnings (loss) per share is computed by
dividing net income (loss), after deducting preferred stock dividends
accumulated during the period, by the weighted-average number of shares of
common stock outstanding during each period. Diluted earnings per share is
computed by dividing net income by the weighted-average number of shares
of common stock, common stock equivalents and other potentially dilutive
securities outstanding during the period.
F-7
The following is a summary of the securities that could potentially dilute
basic loss per share in the future that were not included in the
computation of diluted loss per share because to do so would be
anti-dilutive.
Year Ended Year Ended
December 31, December 31,
2006 2005
---------- ----------
Warrants 50,100,000 50,145,000
---------- ----------
Total 50,100,000 50,145,000
========== ==========
NOTE 2-RECENT ACCOUNTING PRONOUNCEMENTS
On January 1, 2006, the Company adopted SFAS No. 123R, "Accounting for
Stock-Based Compensation". This statement is a revision to SFAS No. 123,
"Accounting for Stock-Based Compensation" and supersedes APB Opinion No.
25, "Accounting for Stock Issued to Employees." This statement requires a
public entity to measure the cost of employee services received in
exchange for an award of equity instruments based on the grant-date fair
value of the award (with limited exceptions). That cost will be recognized
over the period during which an employee is required to provide service,
the requisite service period (usually the vesting period). The grant-date
fair value of employee share options and similar instruments has been
estimated using option-pricing models.
In addition, a public entity is required to measure the cost of employee
services received in exchange for an award of liability instruments based
on its current fair value. The fair value of that award has been
remeasured subsequently at each reporting date through the settlement
date. Changes in fair value during the requisite service period will be
recognized as compensation cost over that period.
The Company currently has no options outstanding and as a result, adoption
of this statement is not expected to have any effect on the Company's
financial position, results of operations or cash flows.
In May 2005, the FASB issued SFAS No. 154, Accounting Changes and Error
Corrections, which was adopted effective January 1, 2006. This statement
addresses the retrospective application of such changes and corrections
and will be followed if and when necessary. Adoption of this standard did
not have a material impact on the Company's consolidated financial
statements.
In February 2006, the FASB issued SFAS No. 155, Accounting for Certain
Hybrid Financial Instruments, or SFAS 155, which will be effective for
fiscal years that begin after December 15, 2006. This statement amends
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities
, to narrow the scope exception for interest-only and principal-only
strips on debt instruments to include only such strips representing rights
to receive a specified portion of the contractual interest or principal
cash flows. SFAS 155 also amends SFAS 140 to allow qualifying
special-purpose entities to hold a passive derivative financial instrument
pertaining to beneficial interests that itself is a derivative financial
instrument. The Company does not anticipate adoption of this standard will
have a material impact on its consolidated financial statements.
F-8
Recent accounting pronouncements (continued)
In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of
Liabilities". This statement requires all separately recognized servicing
assets and servicing liabilities be initially measured at fair value, if
practicable, and permits for subsequent measurement using either fair
value measurement with changes in fair value reflected in earnings or the
amortization and impairment requirements of Statement No. 140. The
subsequent measurement of separately recognized servicing assets and
servicing liabilities at fair value eliminates the necessity for entities
that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments
or direct write-downs. SFAS No. 156 is effective for an entity's first
fiscal year beginning after September 15, 2006. The adoption of this
statement is not expected to have a significant effect on the Company's
future reported financial position or results of operations.
In July 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation (FIN) No. 48, "Accounting for Uncertainty in Income
Taxes-an interpretation of FASB Statement No. 109." This interpretation
provides guidance for recognizing and measuring uncertain tax positions,
as defined in SFAS No. 109, "Accounting for Income Taxes." FIN No. 48
prescribes a threshold condition that a tax position must meet for any of
the benefit of an uncertain tax position to be recognized in the financial
statements. Guidance is also provided regarding de-recognition,
classification, and disclosure of uncertain tax positions. FIN No. 48 is
effective for fiscal years beginning after December 15, 2006. The Company
does not expect that this interpretation will have a material impact on
its financial position, results of operations, or cash flows.
In September 2006, the FASB issued Statement of Financial Accounting
Standards No. 157, "Fair Value Measurements" ("FAS 157"). This Statement
defines fair value as used in numerous accounting pronouncements,
establishes a framework for measuring fair value in generally accepted
accounting principles and expands disclosure related to the use of fair
value measures in financial statements. The Statement is to be effective
for the Company's financial statements issued in 2008; however, earlier
application is encouraged. The Company is currently evaluating the timing
of adoption and the impact that adoption might have on its financial
position or results of operations.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108,
Considering the Effects of Prior Year Misstatements when quantifying
Misstatements in Current Year Financial Statements ("SAB 108"). SAB 108
requires companies to evaluate the materiality of identified unadjusted
errors on each financial statement and related financial statement
disclosure using both the rollover approach and the iron curtain approach,
as those terms are defined in SAB 108. The rollover approach quantifies
misstatements based on the amount of the error in the current year
financial statement, whereas the iron curtain approach quantifies
misstatements based on the effects of correcting the misstatement existing
in the balance sheet at the end of the current year, irrespective of the
misstatement's year(s) of origin. Financial statements would require
adjustment when either approach results in quantifying a misstatement that
is material. Correcting prior year financial statements for immaterial
errors would not require previously filed reports to be amended. If a
Company determines that an adjustment to prior year financial statements
is required upon adoption of SAB 108 and does not elect to restate its
previous financial statements, then it must recognize the cumulative
effect of applying SAB 108 in fiscal 2006 beginning balances of the
affected assets and liabilities with a corresponding adjustment to the
fiscal 2006 opening balance in retained earnings. SAB 108 is effective for
interim periods of the first fiscal year ending after November 15, 2006.
The Company believes the adoption of SAB 108 will not have an impact on
it's consolidated financial statements.
F-9
In September 2006, the FASB issued SFAS No. 158, Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans - an amendment of
FASB Statements No. 87, 88, 106 and 132(R) . SFAS No. 158 requires an
employer to recognize the overfunded or underfunded status of a defined
benefit postretirement plan as an asset or liability in its statement of
financial position and recognize changes in the funded status in the year
in which the changes occur. The statement also requires actuarial
valuations to be performed as of the balance sheet date. The balance sheet
recognition provisions of SFAS No. 158 were effective for fiscal years
ending after December 15, 2006. The valuation date provisions are
effective for fiscal years ending after December 15, 2007. The Company
believes the adoption of this statement will not have a material effect on
its financial statements.
In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities . SFAS No. 159 permits entities
to choose to measure eligible financial instruments at fair value. The
unrealized gains and losses on items for which the fair value option has
been elected should be reported in earnings. The decision to elect the
fair value options is determined on an instrument by instrument basis, it
should be applied to an entire instrument, and it is irrevocable. Assets
and liabilities measured at fair value pursuant to the fair value option
should be reported separately in the balance sheet from those instruments
measured using another measurement attribute. SFAS No. 159 is effective as
of the beginning of the first fiscal year that begins after November 15,
2007. The Company is currently analyzing the potential impact of adoption
of SFAS No. 159 to its financial statements.
Other accounting standards that have been issued or proposed by the FASB
or other standards-setting bodies that do not require adoption until a
future date are not expected to have a material impact on the financial
statements upon adoption.
Reclassifications
Certain prior periods' balances have been reclassified to conform to the
current period's financial statement presentation. These reclassifications
had no impact on previously reported results of operations or
stockholders' equity.
NOTE 3 - BANKRUPTCY PROCEEDINGS AND FRESH START ACCOUNTING
BANKRUPTCY PROCEEDINGS
On January 3, 2000, the Company filed a petition for relief under Chapter
11 reorganization in US Bankruptcy Court, Eastern District of California.
On March 28,2001, the Court confirmed the Plan of Reorganization and on
July 3, 2003, the bankruptcy case was closed. However, on March 22,2004,
the Company reopened the bankruptcy case in order to implement the
confirmed plan and complete a stock purchase agreement.
Under Chapter 11, certain claims against the Company in existence prior to
the filing of the petitions for relief under the federal bankruptcy laws
were disapproved by the Court. Those claims, amounting to approximately
$13,000,000 were written off during 2001. The remaining pre-petition
liabilities of approximately $3,232,000, (including accrued interest of
$1,400,000) as reflected in the accompanying balance sheets, were fully
repaid through the issuance of 404,654 shares of the Company's common
stock at a rate of approximately $8.00 per share (post-split), as
contemplated by the Plan of Reorganization.
On November 24, 2004, the court confirmed the Plan of Reorganization and
the bankruptcy case was closed.
NOTE 4 -INCOME TAXES
As of December 31, 2006 and 2005 the Company had Federal and state net
operating losses of approximately $797,000 and $720,000, that are subject
to limitations. The losses are available to offset future income.
The Tax Reform Act of 1986 imposed substantial restrictions on the
utilization of net operating losses and tax credits in the event of an
"ownership change", as defined by the Internal Revenue Code. Federal and
state net operating losses are subject to limitations as a result of these
restrictions. the Company experienced a substantial change in ownership
exceeding 50%. As a result, the Company's ability to utilize its net
operating losses against future income has been significantly reduced.
F-10
The temporary differences that give rise to deferred tax assets and
liabilities at year end are as follows:
December 31, December 31,
2006 2005
------------ ------------
Deferred tax asset due
net operating losses $ 314,000 $ 277,000
Less: Valuation
allowance (314,000) (277,000)
------------ ------------
Net deferred tax asset $ 0 $ 0
============ ============
In assessing the amount of deferred tax asset to be recognized, management
considers whether it is more likely than not that some of the losses will
be used in the future. Management expects that they will not have benefit
in the future. Accordingly, a full valuation allowance has been
established.
The effective tax rates for the years ended December 31, 2006 and December
31, 2005 are as follows:
December 31, December 31,
2006 2005
------------ -----------
U.S statutory tax rate 35% 35%
State and local taxes 4 4
Less:Valuation allowance (39) (39)
--- ---
Effective tax rate 0% 0%
=== ====
As of December 31, 2006 the Company had U.S. and state net operating loss
carryforwards which may be applied to future taxable income of $797,000
subject to the ownership change restrictions described above. The net
operating loss carryfowards will expire in various years through 2023:
NOTE 5 -RELATED PARTY TRANSACTION
The Company occupies office space on an "as need" basis in Miami Beach,
Florida. The space is provided rent-free by the Company's General Counsel.
Due to the limited amount of time the office space is utilized by the
Company its value is deemed to be immaterial.
NOTE 6 -OTHER MATTERS
STOCK PURCHASE AGREEMENT
On December 19, 2003, the Company entered into a stock purchase agreement
with Brampton Crest International, LLC ("Brampton" or the "Purchaser").
The agreement was finalized when all conditions required by the bankruptcy
court on November 24, 2004 were met. Brampton is an inactive company with
no operations. Under the terms of the agreement, Brampton, along with
other investors, purchased 40,000,000 shares of the Company's common
stock, and warrants to purchase 40,000,000 shares of the Company's common
stock at an exercise price of $.001 per share for a total consideration of
$50,000. Based on an agreement, a loan of $300,000 made available to the
Company. The $300,000 loan was made by outside investors and enabled the
Company to pay off outstanding bills and pay current operating expenses.
The loan was paid back by the proceeds received by the Private Placement.
Investors received 25,800,000 of the 40,000,000 units sold and outside
investors received the remaining 14,200,000.
The warrants may be exercised, in whole or in part, at any time between
November 24, 2004 and November 24, 2007 (expiration). The warrants were
valued, utilizing the Black-Scholes option pricing model. Accordingly, the
proceeds were allocated to the common stock (approximately $40,000) and
the warrants (approximately $10,000) on a prorata basis. The allocated
value of the warrants has been recorded as additional paid-in-capital.
F-11
The 40,000,000 shares of common stock and warrants will be adjusted to
represent 96% of the issued and outstanding shares of the Company's common
stock (after giving effect to the 1 for 10 reverse split discussed below).
In the event that the shares represent other than 96% of the issued and
outstanding shares of the Company's common stock, as fully diluted
(including the issuance of the warrants), the number of shares and new
warrants issued to the non-purchasing shareholders shall be adjusted to
bring the total to 96%.
The stock purchase agreement also provides for the establishment of a
subsidiary, Hamilton PNG, to hold the core businesses along with all of
the assets and liabilities of the Company. Hamilton PNG will be held 100%
by the Company's prior shareholders. The total liabilities (represented
solely by accrued expenses) in excess of assets are reflected as Other
Income-Bulk Sale of Various Assets and Liabilities to Related Party in the
amount of $132,044.
NOTE 7 -COMMON STOCK
PRIVATE PLACEMENT OFFERING
On November 1, 2004 the Company entered into a private placement agreement
which was completed during December 2004, when all restrictions were
lifted and the funds were released from escrow. The Company sold 8,334,000
units for $.15 per unit for a total price of $1,250,100. Each unit
consists of one share of common stock and a warrant to purchase one
additional share of common stock a $.001 per share. The warrants expire in
December 2007. The warrants were valued, utilizing the Black-Scholes
option pricing model. Accordingly, the total proceeds of $1,250,100 were
allocated to the common stock (allocated $626,948) and the warrants
(allocated $623,152) on a prorata basis. The allocated value of the
warrants has been recorded as additional paid-in-capital.
On January 11, 2005, the Company sold 1,666,000 units at $.15 per unit for
a total sale price of $249,900. Each unit consisted of 1 share of common
stock and 1 warrant to purchase one additional share of common stock at
$.001 per share. The warrants expire January 2008. The warrants were
valued, utilizing the Black-Scholes option pricing model. Accordingly, the
total proceeds were allocated to the common stock (allocated $125,327) and
the warrants (allocated $124,573) on a pro-rata basis. The allocated value
of the warrants has been recorded as additional paid in capital.
STOCK WARRANTS
As previously discussed, the Company issued 1,666,000 stock warrants
during the year ended December 31, 2005 in connection with a stock
purchase agreement in connection with the stock purchase agreement, a
private placement offering, and a consulting agreement. The following
represents the stock warrant activity during the years ended December 31,
2006 and 2005:
Weighted
Average
Warrants Price
------------ ------------
Beginning Balance, 1/1/05 48,479,000 $ .001
Warrants granted (May 2005) 1,666,000 .001
------------ ------------
Balance, 12/31/05 50,145,000 $ .001
------------ ------------
Activity from
1/1/06 to 12/31/06
Warrants expired (March 2006) (45,000) $ .200
------------ ------------
Balance, 12/31/06 50,100,000 $ .001
============ ============
The Company used the Black-Scholes option pricing model to determine the
fair value of the stock grants. The assumptions were applied as follows:
Risk Free Interest Rate 2.89 - 3.23%
Expected Dividend Yield 0%
Expected Option Life 3 years
Expected Stock Price Volatility .01 - .08%
F-12
CONSULTING AGREEMENT
On November 1, 2004 the Company entered into a consulting agreement with a
related party (the Consultant)for one year effective January 1, 2005. In
exchange for services rendered, the Consultant received $37,500 for one
year and 100,000 shares of common and 100,000 warrants to purchase an
equal number of common shares at $0.001 per share. The stock was valued at
$0.15 cents per share, which is the amount per share sold via the private
placement and is reflected as prepaid consulting at December 31, 2004, the
services will be rendered in 2005. The warrants have an exercise price of
$0.001 and will expire three years from the date of issuance. This
agreement was terminated in November, 2005.
The warrants were valued, utilizing the Black-Scholes option pricing
model. Accordingly, the proceeds were allocated to the common stock
(allocated $7,523) and the warrants (allocated $7,477) on a prorata basis.
The allocated value of the warrants has been recorded as additional
paid-in-capital.
F-13
Exhibit 31.1
CERTIFICATION PURSUANT TO
SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002
I, Robert Wineberg, certify that:
1. I have reviewed this annual report on Form 10-KSB for the year ended
December 31, 2006 of Brampton Crest International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the small business issuer, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report
is being prepared;
b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the small business
issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter (the small business issuer's fourth fiscal quarter in
the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
small business issuer's ability to record, process, summarize
and report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the small
business issuer's internal control over financial reporting.
Date: March 22, 2007 /s/ "Robert Wineberg:
---------------------------------
Robert Wineberg
Chief Executive Officer
Exhibit 31.2
CERTIFICATION PURSUANT TO
SECTION 302(A) OF THE SARBANES-OXLEY ACT OF 2002
I, Brad Hacker, certify that:
1. I have reviewed this annual report on Form 10-KSB for the year ended
December 31, 2006 of Brampton Crest International Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the small business issuer as of, and for, the periods presented in this
report;
4. The small business issuer's other certifying officer(s) and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 13a-15(f) and 15d-15(f)) for the small business issuer and have:
a. Designed such disclosure controls and procedures, or caused
such disclosure controls and procedures to be designed under
our supervision, to ensure that material information relating
to the small business issuer, including its consolidated
subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report
is being prepared;
b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable
assurance regarding the reliability of financial reporting and
the preparation of financial statements for external purposes
in accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the
disclosure controls and procedures, as of the end of the
period covered by this report based on such evaluation; and
d. Disclosed in this report any change in the small business
issuer's internal control over financial reporting that
occurred during the small business issuer's most recent fiscal
quarter (the small business issuer's fourth fiscal quarter in
the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the small business
issuer's internal control over financial reporting; and
5. The small business issuer's other certifying officer(s) and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer's auditors and the audit
committee of the small business issuer's board of directors (or persons
performing the equivalent functions):
a. All significant deficiencies and material weaknesses in the
design or operation of internal control over financial
reporting which are reasonably likely to adversely affect the
small business issuer's ability to record, process, summarize
and report financial information; and
b. Any fraud, whether or not material, that involves management
or other employees who have a significant role in the small
business issuer's internal control over financial reporting.
Date: March 22, 2007 /s/ "Brad Hacker"
-----------------------------
Brad Hacker
Chief Financial Officer
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Brampton Crest International Inc. on
Form 10-KSB for the year ended December 31, 2006, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Robert Wineberg,
Chief Executive Officer certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of
my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ "Robert Wineberg"
-------------------------------
Robert Wineberg
President
Date: March 22, 2007
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Brampton Crest International Inc. on
Form 10-KSB for the year ended October 31, 2006, as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Brad Hacker, Chief
Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to
the best of my knowledge and belief:
(1) the Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) the information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations
of the Company.
/s/ "Brad Hacker"
-----------------------------
Brad Hacker
Chief Financial Officer
Date: March 22, 2007