SecProbe.io

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      April 5, 2005

Mail Stop 0510

By U.S. Mail and facsimile to (305) 531-1274

J. Rod Martin
Chairman and President
Brampton Crest International, Inc.
1224 Washington Avenue
Miami Beach, Florida 33139

      Re: 	Brampton Crest International, Inc.
      	Form 10-SB filed on March 17, 2005
		File No. 000-51207

Dear Mr. Martin:

      We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
supplemental information so we may better understand your
disclosure.
After reviewing this information, we may or may not raise
additional
comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

General

1. We note from your disclosure that you are a development stage
company.  We also note from page 17 your recent agreement with
Merrill Lynch to provide assistance in "acquiring a business or
entering into a business combination."  We further note your new
disclosure that "[m]anagement intends to actively pursue a
business
transaction that will enhance shareholder value through
amalgamation
with a revenue producing business."  In light of this, we believe
that your proposed business plan may be commensurate in scope with
the uncertainty ordinarily associated with a "blank check"
company.
Please give us supplementally a reasonably detailed analysis as to
why you do not believe you are a blank check company.  We may have
further comments based on your response.

2. We note your disclosure at Note 5 to the financial statements
and
your response to prior comment 30.  Please explain to us
supplementally how you arrived at the terms of your settlement,
given
your $100,000 reserve and the fact that the initial number of
shares
at issue was 500,000 on a pre-split basis.

Business, page 6

3. We note that on page 6 you state that the company "has
employed"
two salespersons.  Please revise to clarify the status of these
salespersons.  If you have employees, you will need to revise
various
parts of your document to reflect this.

4. Please confirm that you have complied with Item 101(b)(8) of
Regulation S-B or revise your filing as necessary.

Business Plan, page 7

5. We note your disclosure in the second bullet point.  Please
disclose whether there are currently any merger or acquisition
candidates.

Products, Marketing, and Sales, page 7

6. We note your statement that "sales of product commenced in
February, 2005."  Please balance your disclosure by quantifying
your
sales to date.

7. Please disclose the fees that your independent contractors will
receive upon sales of products other than those to be distributed
pursuant to your agreement with RX USA marketing.

8. We note your response to comment 8 of our letter dated January
28,
2005.  Please revise your filing to disclose the terms of your
purchase from and option agreement with Hamilton Clarke
Industries.
Please clarify whether the option agreement that appears on page 2
of
Exhibit 10.1 is a summation prepared for this filing, or whether
it
is a copy of an option granted with your prior purchase.

Competition, page 9

9. We note your response to comment 11 in our letter of January
28,
2005.  Please revise your disclosure to state the principal
methods
by which you intend to compete, i.e. price, quality, customer
service, best value, etc. . . .  Furthermore, state the general
competitive conditions, including the number of companies with
which
you will compete, in the market for micro dermabrasion devices and
other products you intend to offer in the geographic areas in
which
you intend to commence operations.

Consulting Agreement, page 10

10. Please clarify your response to comment 12 of our previous
letter
to state whether the 100,000 units Mr. Wineberg was issued for
consulting services by Brampton Crest International LLC were for
services other than those for which he is being compensated by the
Company.  We may have further comments based on your response.

Factors that May Affect Future Operating Results, page 12
We have a history of losses, page 12

11. Please also discuss your going concern opinion from your
auditors.

Risks Related to Our Stock, page 14

12. We note your disclosure regarding potential dilution from the
exercise of warrants to purchase common stock appearing on page F-
10.
Please revise this section to more fully discuss the dilutive
risks
associated with ownership of your stock, paying particular
attention
to the warrants` $.001 exercise price.

Our common stock may be subject to the Securities and Exchange
Commission`s penny stock sales rules, page 15

13. Please also describe the additional disclosure requirements of
the Securities Enforcement Remedies and Penny Stock Reform Act of
1990, including the requirement of a broker-dealer, prior to a
transaction in a penny stock, to deliver a standardized risk
disclosure document that provides information about penny stocks
and
the risks in the penny stock market.  In addition, indicate that a
broker-dealer must provide the customer with current bid and offer
quotations for the penny stock, the compensation of the broker-
dealer
and its salesperson in the transaction, and monthly account
statements showing the market value of each penny stock held in
the
customer`s account.

Management`s Discussion and Analysis, page 16

14. We note your statement on page 16 that the company "will
initially market and sell a motorized scrubbing and cleaning
system
(Micro Dermabrasion device)."  Based on your most recent agreement
dated March 1, 2005 with RX USA Marketing, it appears that you
will
need to revise this statement.  Please clarify here and at page 7
in
your revised document.
15. We note your agreement with Merrill Lynch.  Please revise to
clarify the services that Merrill Lynch and/or McColl Partners
have
agreed to provide.  We note that McColl Partners is named as the
advisor in the agreement.  We also note your description in your
index to exhibits that this agreement is a "consent to advisory
referral."  Please be sure that your disclosure clarifies the
precise
arrangements that you have entered into.

Certain Relationships and Related Transactions, page 24

16. Disclose the information required by Item 404(d) of Regulation
S-
B regarding transactions with promoters.  For a definition of
"promoter," see Rule 405 of Regulation C.

Capital Stock, page 25

17. Please provide to us supplementally a detailed statement that
shows how you arrived at 51,518,649 shares of common stock
outstanding as of March 11, 2005.  We are unable to confirm this
number based on your disclosures in this filing.

Legal Proceedings, page 30

18. We note your disclosure at Note 5 to the financial statements.
It appears that this may be a pending legal proceeding.  Please
provide to us a detailed legal analysis as to why you did not
disclose this matter here.  Alternatively, please revise your
disclosures to reflect this matter, including the court in which
the
suit was filed, the legal claims pursued by the plaintiffs, and
the
relief requested by the plaintiffs.  Also state whether the
participants in this offering were third-parties or had some prior
relationship with the company or management at the time of the
initial offering or at the time of settlement.  If they had a
material relationship with you, state the nature of that
relationship.  We may have additional comments upon review of your
response

Recent Sales of Unregistered Securities, page 33

19. We note your supplemental response to comment 24 in our
January
28 letter.  Please state in your document for each sale of common
stock or warrant, the exemption you relied upon and the basis for
your reliance.

20. We note your response to comment 30 of our prior letter, in
addition to other disclosures in your document and in the notes to
your financial statements.  For example, we note on page 26 that
you
issued 5,625 shares of common stock on November 24, 2004.  In
addition, we note that your sale to Brampton Crest International
LLC
included sales to third parties which you do not disclose here.
Note
that all sales of securities, whether for cash or other
consideration, that have occurred in the last three years must be
discussed in this section.  See Regulation S-B, Item 701.  Revise
this section to include this transaction and all other sales, as
applicable.

21. Please disclose the consideration for each sale you disclose
here.  Refer to Item 701(c) of Regulation S-B.

Financial Statements

22. Your independent auditor`s report covers the statements of
operations, stockholders` deficiency, and cash flows for each of
the
two years ended December 31, 2004.  Please obtain a revised
independent auditor`s report that covers the period from November
24,
2004 (the date you emerged from bankruptcy) to December 31, 2004,
the
period from January 1, 2004 to November 24, 2004, and the year
ended
December 31, 2003.  In doing so, please also note that the balance
sheet as of December 31, 2004 and the statement of operations for
the
period from November 24, 2004 (the date you emerged from
bankruptcy)
to December 31, 2004 should not be characterized as debtor in
possession, while the financial statements of the predecessor
should
be.  Please make arrangements with your auditor to have these
revisions made.
Balance Sheets, page F-2

23. Your balance sheet does not balance and the cash balance per
the
statement of cash flows does not agree to the balance sheet.
Please
revise accordingly.

Statements of Stockholders` Deficiency, page F-4

24. Your accumulated deficit upon emergence from bankruptcy and
adoption of fresh-start accounting on page F-12 does not agree to
that shown in the same caption on page F-4 of your statements of
stockholders` deficiency.  Please make the appropriate revisions.

25. We have reviewed your response to comment 34.  Your statement
of
stockholders` deficiency appears to reflect the issuances as
occurring after your emergence from bankruptcy rather than before
it.
Is this correct?  If so, then revise your disclosures throughout
the
filing.  If this is not correct, then revise your statement of
stockholders` deficiency.

26. Please revise your statement of stockholders` deficiency to
match
your balance sheet and Note 1.  Currently the December 31, 2004
balances in common stock, preferred stock, and stockholders`
equity
per the statement of stockholders` deficiency do not agree to the
balance sheet.  In addition, the number of preferred shares
identified as being cancelled in December 2004 in Note 1 -
Organization and Capitalization does not agree to the statement of
stockholders` deficiency.

      Also, given that no preferred stock is outstanding at that
date, it is unclear why your statement of stockholders` deficiency
and Note 7 reflect a balance in preferred stock at December 31,
2004.

Note 1 - Summary of Significant Accounting Policies, page F-6
Organization and Capitalization

27. You refer to Note 11 here and elsewhere in the filing, but no
Note 11 currently exists.  Please make the appropriate revisions.

Concentration of Credit Risk, page F-7

28. Please revise your disclosure regarding deposits in excess of
insured limits to be consistent with the balance sheet, which
indicates no cash balance.

Inventory, page F-8

29. We have reviewed your response to comment 32.  Please revise
your
disclosure to clarify that your inventory consists of 1,000 micro
dermabrasion devices.

30. We also note in your response to comment 8 that the current
price
for the micro dermabrasion units is $10 per unit.  Please tell us
why
you believe your valuation at $15 per unit is in consistent with a
lower of cost or market valuation or revise your accounting
accordingly.

Note 2 - Bankruptcy Proceedings and Fresh Start Accounting, page
F-11
Fresh Start Accounting, page F-12

31. Your accumulated deficit upon adoption of fresh start
accounting
shown here does not agree to that shown in your statement of
stockholders` deficiency on page F-4.  Please make the appropriate
revisions.  Please also explain to us why you do not have a zero
balance upon emergence and adoption of fresh start accounting as
required by paragraph .39 of SOP 90-7.

32. Please revise the table showing the reorganization adjustments
to
conform to the format shown in paragraph B-5 of SOP 90-7.  Please
also ensure that the related footnotes adequately describe each
adjustment.  See paragraph B-6 of SOP 90-7.

33. Please disclose why you did not reflect the extinguishment of
the
old common stock and the issuance of the new common stock in the
reorganization adjustments table in the manner shown in paragraph
B-5
of SOP 90-7 with a footnote describing the allocation method for
the
new shares.  Otherwise, revise your table accordingly.

34. If, as you explain in your response to comment 41, the
transaction resulting in the issuance of the 40,000,000 shares and
warrants was a part of the approved bankruptcy emergence plan,
please
tell us why you did not reflect it in the reorganization
adjustments
table.  Otherwise, revise the table accordingly.

35. You do not disclose the significant matters regarding the
determination of your reorganization value as required by
paragraph
.39 of SOP 90-7.  Please do so.  See also paragraphs B-1 to B-3 of
SOP 90-7 for further guidance.

Note 5 - Contingency Reserve for Shares in Litigation, page F-13

36. Please revise your disclosure to specify the number of shares
issued in the settlement subsequent to year end.

Note 10 - Other Matters, page F-16
Stock Purchase Agreement

37. We have reviewed your response to comment 41(b).  Please
provide
us with a detailed explanation of your accounting for the
transaction, including in columnar format, the pre-purchase
balance
sheet, purchase accounting entries and adjustments, and the post-
purchase balance sheet.  Provide any additional explanation
necessary
to understand your purchase accounting.

38. As previously requested tell us the accounting literature you
relied upon, and how you met the criteria in that accounting
literature.  Please note that we are asking you to discuss the
specific accounting literature you relied on rather to identify
the
comprehensive basis of accounting used (US GAAP).

39. Your disclosure on page 4 continues to appear to be
inconsistent
with the disclosure in Note 10 on page F-16.  The disclosure on
page
4 is that the shares were issued on October 5, 2004, which appears
to
be a month prior to the authorization of the additional shares on
November 18, 2004.  Note 10 states that the stock purchase
agreement
was finalized on November 24, 2004.  Please revise throughout to
clarify the apparent discrepancy.

Reverse Split, page F-17

40. It appears that either the number of shares outstanding before
the 10-1 reverse stock split or after the reverse split is
inaccurate, as neither number would result from dividing or
multiplying by 10.

Private Placement Offering, page F-17

41. Please revise your valuation of the stock-based compensation
issued to allocate the consideration received between the stock
and
attached warrant based on fair value.  Such an allocation would
appear to provide a better indication of the value of your common
stock.  In this regard, it does not appear reasonable that the
fair
value of one share of your com