SecProbe.io

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June 3, 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.
      	Amendment No. 2 to Form 10-SB
      Filed May 13, 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 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.

Independent Auditors` Report, page F-1

1. Please obtain a revised audit opinion from your independent
accountant that refers to each period affected by a restatement,
including the year ended December 31, 2003.

Financial Statements, page F-2

2. Your next amended Form 10-SB should be updated to include
interim
financial statements in accordance with Item 310(g) of Regulation
S-
B.

3. We have reviewed your response to comment 14 of our letter
dated
May 6, 2005.  Please also label the statement of operations for
the
year ended December 31, 2003 as restated.

Note 1 - Summary of Significant Accounting Policies, page F-6
Goodwill, page F-8

4. As discussed in paragraph 23 of SFAS 142 the market price of an
individual equity security may not be representative of the fair
value of the reporting unit as a whole.  This would seem to be
particularly so when the purchaser is a related party.  Please
tell
us more to help us understand why you believe the extrapolated
value
of $3.73 million based on stock sales to Mr. Wineberg is
reasonable
given your tangible book value of $913,000, which is primarily
cash,
and your negative historical cash flows.

5. Alternate valuation methods discussed in paragraph 25 of SFAS
142
include evaluating the prices for similar assets and liabilities
and
the results of using other valuation techniques, such as
discounted
cash flow analysis.  Please tell us what consideration you gave to
these methods and why you believe the extrapolated value is more
appropriate.

6. If upon further consideration you determine that an alternate
method is more appropriate, please provide us with your alternate
valuation.  Further, if such alternate method indicates that your
net
carrying value exceeds fair value, please provide us with your
calculation of the implied fair value of goodwill determined in
accordance with paragraphs 20-21 of SFAS 142.

7. Please also file the stock purchase agreements related to the
December 2004 and January 2005 sales as exhibits to the Form 10-
SB/A.

Note 11 - Correction of Error, page F-22

8. Please revise this note to:
* include discussion of the correction of the loss on write-off of
loan receivable and interest expense for the period from January
1,
2004 to November 24, 2004;
* include discussion of the restatement of the year ended December
31, 2003; and
* to disclose the effect of the corrections on net loss and net
loss
per share for each restated period as required by paragraph 37 of
APB
20.

      As appropriate, please amend your filing and respond to
these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendment and responses to our
comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Scott Watkinson, Staff Accountant, at (202)
551-3741 or Rufus Decker, Accounting Branch Chief, at (202) 551-
3769
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Matt Franker, Staff Attorney,
at
(202) 551-3749 or Lesli Sheppard, Senior Staff Attorney, at (202)
551-3708.  Alternatively, you may contact me at (202) 551-3760.

Sincerely,

Pamela A. Long
Assistant Director

cc:	Joseph Emas, Esq. (via facsimile 305/531-1274)
      General Counsel
      Brampton Crest International, Inc.
      1224 Washington Avenue
	Miami Beach, Florida 33139

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J. Rod Martin
Brampton Crest International, Inc.
June 3, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0510

           DIVISION OF
CORPORATION FINANCE

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