SecProbe.io

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July 19, 2005

Mail Stop 7010

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. 3 to Form 10-SB
      Filed June 30, 2005
		File No. 000-51207

Dear Mr. Martin:

      We have reviewed your filing and have the following
comments.
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.

Consulting Agreement, page 11

1. The timing of the stock sales discussed in the first paragraph
on
page 12 and the table on page 36 does not appear to be consistent
with your statement of stockholders` equity or note 10 to your
financial statements.  Please advise or revise.

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

2. Please revise your reference to the $0.15 per share value of
your
common stock to be consistent with the $0.075 per share value
discussed under the heading Private Placement Offering in Note 10
on
page F-20.  This comment also applies to the first paragraph on
page
F-21.

Note 10 - Other Matters, page F-18
Subsequent Event, page F-22

3. Your statement that you sold 1,666,000 units consisting of one
share of common stock and a warrant to purchase an additional
share
of common stock on January 11, 2005 does not appear consistent
with
your statement of stockholders` equity.  Please revise your
disclosure or your accounting accordingly.  This comment also
applies
to the statement in the last paragraph on page 13 that you raised
$250,000 on January 11, 2005.

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

4. We have reviewed your response to comments four through six.
While your response indicates that Mr. Wineberg entered into a
consulting agreement subsequent to his purchase of your shares,
his
consulting agreement is dated November 1, 2004 and, on page F-18,
note 10 indicates that the stock sale occurred in December 2004.
Please revise your response to clarify the apparent inconsistency.

5. It remains unclear why, given the lack of revenues since
December
2002, the cash on hand at December 31, 2004 of $900,000, plus
$10,000
inventory less payables of $120,000 is not a better indicator of
fair
value than the $3.7 million value you extrapolated from the
December
2004 stock sale to Mr. Wineberg, who became an officer of the
company
in January 2005.

      In your response to comments four through six you refer to
value attributable to your intangible assets such as your history
in
the consumer cosmetic and non-prescription dermatology product,
your
sales and marketing force, management team and current lists of
past
and future customers.  Please provide us with additional details
about each of these to help us understand the basis for the fair
value you attribute to Brampton Crest beyond its cash and cash
equivalents.  Please specifically address the value of your
customer
lists in light of the lack of revenues for each period presented.
Please also tell us the size and experience level of your sales
and
marketing force at December 31, 2004.

      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.
July 19, 2005
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

           DIVISION OF
CORPORATION FINANCE

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