UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
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Date
of Report (Date of earliest event reported)
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January
10, 2011 (January 6, 2011)
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BRAMPTON
CREST INTERNATIONAL, INC.
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(Exact
name of registrant as specified in its charter)
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Nevada
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000-1321002
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30-0286164
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(State
or other jurisdiction
of
incorporation
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(Commission
File
Number)
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(IRS
Employer
Identification
No.)
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3107
Stirling Road, Suite 201
Fort
Lauderdale, FL
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33312
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code
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(305)
428-8300
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4700
Biscayne Blvd., Suite 500, Miami, FL 33137
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(Former
name or former address, if changed since last
report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
FORWARD
LOOKING STATEMENTS
This
Form 8-K and other reports filed by Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain or may
contain forward looking statements and information that are based upon beliefs
of, and information currently available to, Registrant’s management as well as
estimates and assumptions made by Registrant’s management. When used in the
filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to Registrant or Registrant’s management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant’s industry, Registrant’s operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.
Although
Registrant believes that the expectations reflected in the forward looking
statements are reasonable, Registrant cannot guarantee future results, levels of
activity, performance or achievements. Except as required by applicable law,
including the securities laws of the United States, Registrant does not intend
to update any of the forward-looking statements to conform these statements to
actual results.
ITEM
4.01. Changes in Registrant’s Certifying
Accountant
(1) Previous Independent
Auditors:
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a.
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The
Company's independent registered auditor, Berenfeld, Spritzer, Shechter
& Sheer LLP ("BSS") ceased its operations and is no longer our
independent registered auditor. The Company learned of the
dissolution of BSS on January 6, 2011.
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b.
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BSS'
report on the financial statements for the years ended December 31,
2009 and 2008 contained no adverse opinion or disclaimer of opinion and
was not qualified or modified as to audit scope or accounting. The
auditor’s opinion letter did include an uncertainty paragraph regarding
the Company’s ability to continue as a going
concern.
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c.
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Our
Board of Directors had no involvement in the change of independent
accountants. Through the period covered by the financial audit for the
years ended December 31, 2009 and 2008 and any subsequent interim
period through December 31, 2010, including its review of financial
statements of the quarterly periods through September 30, 2010, there
have been no disagreements with BSS on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements if not resolved to the satisfaction of BSS
would have caused them to make reference thereto in their report on the
financial statements.
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d.
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During
the two most recent fiscal years and any subsequent interim period through
December 31, 2010, including the most recent review period of
September 30, 2010, there have been no reportable events with us as
set forth in Item 304(a)(i)(v) of
Regulation S-K
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e.
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Since
BSS ceased operations, we were unable to request that BSS furnish us with
a letter addressed to the SEC stating whether or not it agrees with
the above statements.
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ITEM 9.01. Financial Statements and
Exhibits.
(d)
Exhibits
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NUMBER
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EXHIBIT
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16.1
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Letter
from Berenfeld, Spritzer, Shechter & Sheer LLP regarding Change in
Certifying Accountant.
As
BSS ceased operations on December 20, 2010, we were advised that the
exhibit 16.1 which is required by the SEC will not be provided to
us.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
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Brampton
Crest International, Inc.
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Dated:
January 10, 2011
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/s/ Bryan
Norcross
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Bryan
Norcross, Chief Executive Officer
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