**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-KSB**




(Mark
      One)




**x**
            **ANNUAL
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**For
      the fiscal year ended December 31, 2006**




**o**
            **TRANSITION
                REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
                1934**




**For
      the transition period from ___________ to ___________**




**Commission
      file number** **333-127329**




**BEDMINSTER
      NATIONAL CORP.**


(Exact
      name of registrant as specified in its charter)




**Nevada**
            **20-2779605**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)**90
                Washington Valley Road, Bedminster, New Jersey**
            **07921**(Address
                of principal executive offices)
            (Zip
                Code)





Registrant’s
                telephone number, including area code:
            **(908)
                719-8940**




Securities
                registered under Section 12(b) of the Exchange Act:Title
                of each class
            Name
                of each exchange on which registered**None**
            **None**Securities
                registered under Section 12(g) of the Exchange Act:**Class
                A Common Stock, par value $.0001**(Title
                of class)




Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days. Yes x  No o




Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant’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. o







Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act). Yes x  No o





State
      issuer’s revenues for its most recent fiscal year. $25,500





Aggregate
      market value of the Class A Common Stock held by non-affiliates of the Company
      as of December 31, 2006: $304,500.





Number
          of shares of
          the registrant’s common stock outstanding as of February 14,
          2007: 6,418,000 shares of Class A Common Stock and 2,156,000 shares of
          Class B Common Stock.




1





**TABLE
      OF CONTENTS**








**Part
                I**Item
                1.
            Description
                of Business.Item
                2.
            Description
                of Property.Item
                3.
            Legal
                Proceedings.Item
                4.
            Submission
                of Matters to a Vote of Security Holders.**Part
                II**Item
                5.
            Market
                for Common Equity and Related Stockholder Matters.Item
                6.
            Management’s
                Discussion and Analysis or Plan of Operations.Item
                7.
            Financial
                Statements.Item
                8.
            Changes
                in and Disagreements With Accountants on Accounting and Financial
                Disclosure.Item
                8A.
            Controls
                and Procedures.Item
                8B.
            Other
                Information.**Part
                III**Item
                9.
            Directors,
                Executive Officers, Promoters and Control Persons; Compliance with
                Section
                16(a) of the Exchange Act.Item
                10.
            Executive
                Compensation.Item
                11.
            Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.Item
                12.
            Certain
                Relationships and Related Transactions.Item
                13.
            Exhibits.Item
                14.
            Principal
                Accountant Fees and Services.**Signatures**





2


*Except
      as otherwise required by the context, all references in this prospectus to
      "we",
      "us”, "our", “BMSTA”, or "Company" refer to the consolidated operations of
      Bedminster National Corp., a Nevada corporation, and its wholly owned
      subsidiaries.*




**Forward-Looking
      Statements and Associated Risks**






*The
      Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for
      certain forward-looking statements. Some of the statements contained in this
      annual report of the Company discuss future expectations, contain
      projections of our operations or financial condition or state other
      forward-looking information. Some statements contained in this annual report
      on
      Form 10-KSB that are not historical facts (including without limitation
      statements to the effect that we "believe," "expect," "anticipate," "plan,"
      "intend," "foresee," or other similar expressions) and are forward-looking
      statements. These forward-looking statements are based on our current
      expectations and beliefs concerning future developments and their potential
      effects on us. There can be no assurance that future developments affecting
      us
      will be those anticipated by us. All comments concerning our expectations for
      future revenue and operating results are based on our forecasts of our plan
      of
      operation and do not include the potential impact of any future acquisitions
      or
      operations. These forward-looking statements involve significant risks and
      uncertainties (some of which are beyond our control) and assumptions. Should
      one
      or more of these risks or uncertainties materialize, or should any of our
      assumptions prove incorrect, actual results may vary in material respects from
      those projected in the forward-looking statements.*




**PART
      I**


**Item
        1. **Description
        of Business.****




**General**




We
      were
      incorporated in Delaware on April 22, 2005. We currently provide management
      consulting services to third party companies and we anticipate that this will
      be
      the core of our business in the future. In furtherance of this business plan,
      it
      is possible that we may acquire other entities in the future and provide our
      management consulting services to these entities. However, we may never acquire
      other entities. Our business is not dependent on the successful completion
      of
      any such acquisitions. We are currently managed by Paul Patrizio who will
      provide consulting services and seek out attractive acquisition opportunities.
      In the future we intend to employ a small staff to assist Mr. Patrizio with
      these responsibilities. In addition, we anticipate that if we acquire operating
      entities we intend to provide our consulting services to such acquired entity
      to
      improve their performance and thereby increasing the value of these subsidiaries
      and therefore of our common stock. We have not identified any specific type
      of
      business or any specific industry in which we would seek to acquire and we
      have
      not taken any actions with respect to any potential acquisitions. The purpose
      of
      any acquisitions by us would be to acquire businesses that our management
      believes they can make more profitable and therefore increase our value.
      However, regardless of our ability to locate and acquire other entities, the
      core of our business plan will be to provide the management consulting services
      to third parties. Even if we are successful in acquiring these entities, our
      business focus will be to provide management consulting services to independent
      third parties.




We
      do not
      intend to pursue any of the independent third party businesses for which we
      provide consulting services as our acquisition targets. We have not, nor has
      any
      of our management, affiliates or representatives, as of the date of the
      prospectus, taken any steps toward locating or consummating a business
      combination transaction.




Initially,
      our management will devote 100% of its time to market and provide our consulting
      services. During the first quarter of 2007, our management may pursue
      acquisitions and in such event, our management intends to spend no more that
      10%
      of its time looking at and reviewing potential acquisitions. If we pursue
      acquisitions we intend to seek out unaffiliated parties which are not our
      consulting clients. Once an acquisition is complete then it is our intention
      to
      commence consulting services for this acquired entity. It is our intention
      that
      all of our revenue will come from providing consulting services to independent
      third parties. Any additional revenue from acquired entities will be dependent
      on whether we can successfully acquire other businesses. However, even if we
      are
      successful in acquiring other entities, we expect to derive a majority of our
      revenue from providing consulting services to independent third-party entities
      after we complete any such acquisitions.






3




**Consulting
      Services**




We
      currently provide a broad range of consulting services to third party companies
      which include following activities:





1.
            Review
                long-term planning and annual budgeting. We will recommend alternative
                courses of action and strategy for both sales and marketing as well
                as
                financing. We will review the client’s financing plan and if appropriate
                recommend alternative debt or equity financing solutions and introduce
                the
                client to lenders, investment bankers, investment funds or financial
                advisors whom will assist the client in consummating any such
                financing.2.
            Assist
                in assessing operating and strategic objectives, including new business
                development and financial pro-forma models. We may recommend alternatives
                to a client’s current business development such as a joint venture and/or
                business partnerships with another party. However, in general with
                regard
                to a client’s business combinations, we will only provide advice, if
                requested, on the terms and structure of any such
                transactions.3.
            Assist
                in identifying potential new business ventures and partners such
                as joint
                ventures or partnerships. As requested, we will assist in developing
                business plans and other financial analyses to support negotiations
                with
                new business relationships. However, in general with regard to a
                client’s
                joint ventures or business, we will only provide advice, if requested,
                on
                the terms and structure of any such transactions.4.
            Review
                external sources of information (third party reports) about the client
                such as Dun & Bradstreet reports or industry reports about the client.
                We will analyze the strengths and weaknesses of the client as set
                forth by
                such sources and recommend strategies for the company to undertake
                to
                reduce or eliminate these weaknesses. For example, if an analyst
                at a wall
                street investment firm discussed in its report on an industry and
                the
                industry participants that the client had a particular weakness such
                as
                high debt levels relative to other companies discussed in such report,
                we
                would work with the client and make suggestions as to how the client
                could
                decrease its debt levels thereby reducing or eliminating such discussed
                weakness.5.
            Review
                major business factors in the industries in which the client operates,
                including trends and market growth with respect to competitors and
                the
                market as a whole. Recommend initiatives to increase market share
                in light
                of indicated trends (e.g., introduction of new products, services,
                or
                markets, etc.)6.
            As
                requested, advise as to senior management structure, compensation,
                recruitment, retention, incentives, and development.7.
            Review
                competitive product and service offerings. Recommend initiatives
                to
                strengthen the clients product and service offerings.8.
            If
                specifically requested by the client, we will review liquidity and
                access
                to credit, capital, and other markets. We will then provide our objective
                opinion to the client as to their liquidity compared to other companies
                in
                the same marketplace.9.
            Review
                current relationships with commercial banks, investment banks and
                brokerage firms, and other financial institutions for the purposes
                of
                evaluating a client’s current access to capital. Recommend initiatives to
                improve and expand these relationships and, as requested, assist
                in
                identifying, facilitating, structuring, negotiating, modifying, and
                developing such relationships.10.
            We
                will provide the client with advice with respect to identifying new
                cash
                generation sources such as licensing or franchising alternatives
                for a
                client’s products or services.11.
            Assist
                in identifying debt, equity, and other capital raising opportunities,
                domestic and international, including evaluating various alternatives.
                Assist in analyzing and structuring debt and equity
                transactions.12.
            Assist
                in evaluating cost structure, including service delivery costs. Recommend
                alternatives to modify business models, improve service capabilities,
                and
                lower costs.




We
      receive fees for our services on an hourly rate or monthly fee basis and usually
      enter multi-month agreements with clients which include some type of retainer
      payment. We intend to further develop our consulting practice by the hiring
      of
      additional personnel with the appropriate expertise and working with other
      consulting firms on a joint venture basis. In addition, we intend to provide
      these same services to any company that we acquire in the future.






4




On
      May 1,
      2005, we entered into a consulting agreement with Animagic Entertainment Group
      Inc. (Animagic) a third party entity which is not affiliated with us. We
      reviewed and revised Animagic’s business plan, assisted Animagic in the
      preparation of its financial projections, advised Animagic on the terms of
      its
      private placement and made suggestions with respect to Animagic’s negotiations
      with a major entertainment company to form a joint venture. We were paid $2,000
      to provide these services over a two-month period.





On
      November 2, 2005 we entered into a consulting agreement with Greenwich Solutions
      Inc. (GSI) a third party entity which is not affiliated with us. The agreement
      is for a six-month term at $3,000 a month (we have already received $12,000
      in
      fees) to provide consulting services to GSI. Pursuant to the agreement, we
      are
      assisting GSI with the revision of its business plan; introducing GSI to
      investment firms regarding potential financing, meeting with law firms and
      insurance entities about utilizing GSI’s services, assisting GSI’s management in
      selecting executives to join GSI, working with GSI on creating financial
      projections, and providing GSI advice on any other issues which GSI requests.
      As
      of the date hereof, we have not provided GSI with any assistance with respect
      to
      the structuring or negotiating of any acquisitions. On April 1, 2006, GSI and
      us
      agreed to extend the Agreement on a month to month basis and we continue to
      provide GSI management consulting services on an ongoing basis.




At
      this
      time, GSI is our sole client and therefore we are currently dependent on their
      business for our revenues. We are currently in negotiations with other
      independent third parties to enter into other consulting agreements. As we
      continue to market our services we intend to provide our services to a number
      of
      clients so that we will not be dependent on a few customers for all of our
      business.




**Marketing**




We
      intend
      to initially market our consulting services directly to potential clients
      through the contacts of our current management. Thereafter, we expect to create
      a sales and marketing program that would include direct participation by our
      management in various industry conferences and the preparation and distribution
      of sales materials to attendees of such conferences as well to other potential
      clients on a selective basis. Industry conferences are generally week-long
      events where experts in one particular industry such as wireless communications
      discuss current industry issues and are attended by companies in that industry
      as well as professional services providers for the industry such as attorneys,
      accountants, investment brokers and consultants.




We
      also
      intend to have sales and delivery alliances with companies whose capabilities
      complement our own, either by enhancing a service offering, delivering a new
      technology or helping us extend our services to new geographies.




A
      sales
      and delivery alliance would be where we agreed to market another company’s
      products or services such as technology products or technology consulting
      services in combination with our own consulting services.




By
      combining our alliance partners’ products and services with our own capabilities
      and expertise, we create innovative, high-value business solutions for our
      clients. All of our alliances will be non-exclusive but our alliance
      relationships may generate revenues for us from consulting services for
      implementing our alliance partners’ products and our related services. We have
      no plans to market ourselves as a possible partner for a business
      combination.




**Acquisition
      Strategy**




As
      part
      of our long term objective, it is possible that we may acquire profitable and
      near term profitable private small and medium sized businesses and provide
      our
      consulting services to these subsidiaries in order to maximize the profitability
      of these acquired entities. We will not acquire or provide consulting services
      to any business which is affiliated with us or Mr. Patrizio or the Apogee
      entities.




If
      we
      complete an acquisition, we intend to acquire 100% of the outstanding shares
      of
      any entity that we acquire in consideration for a combination of cash,
      promissory note and common stock to be negotiated on a case by case basis.
      Based
      upon our limited cash resources we will require either a transaction comprised
      of a majority of stock and promissory notes or we will need to obtain funding
      prior to closing the acquisition.


5


If
      we
      make an acquisition and part of the consideration is stock, we intend to issue
      only Class A shares to the seller which do not have voting rights since
      Mr. Patrizio intends to keep majority voting control of our stock after any
      such acquisition. We currently have no intention to enter into any acquisition
      that requires Mr. Patrizio to give up voting control of our stock or
      requires his resignation as our officer or director. The structure of any such
      acquisition will require that management of the acquired entity before such
      acquisition will continue to run such company but that any such acquisition
      will
      become our wholly owned subsidiary under our direction and control. Regardless
      of the entity acquired, Mr. Patrizio will continue as our Chairman and
      Chief Executive Officer after such acquisitions. At this time, we have not
      identified any specific industry in which we will seek potential acquisitions.
      We expect to maintain the current management of these acquired companies after
      they become our subsidiaries but do not expect such management to have any
      role
      with us as their parent entity. We expect that any acquisition we would
      undertake would be with the understanding that we would keep control of the
      entity for the long-term. We do not intend or plan or sell the acquired
      companies or spin off any of its subsidiaries. Our acquisition of an entity
      will
      provide the owner of such company with some liquidity in the form of cash or
      shares of our stock received from us upon closing of the acquisition.




We
      will
      concentrate on acquiring companies where our consulting services can maximize
      our return on investment and cash flow to increase long-term shareholder value.
      We have not, nor has any of our management, affiliates or representatives,
      as of
      the date of the prospectus, taken any steps toward locating or consummating
      a
      business combination transaction.




**Competition**




We
      are
      currently operating in the business consulting industry where there is intense
      competition and most of our competitors have greater resources than we do.
      Our
      clients typically retain us on a non-exclusive basis. In addition, a client
      may
      choose to use its own resources rather than engage an outside firm for the
      types
      of services we provide. Our competitors include global information technology
      service firms offering a full range of consulting and outsourcing services,
      as
      well as consulting services firms and application services providers. We may
      also compete with information technology services providers who provide
      consulting services to their clients. We will not provide information technology
      services to our client but may enter into sales and delivery alliance with
      such
      provider. Additionally, customers in the markets we serve continue to be
      receptive to engaging niche service providers with numerous geographic, service,
      or industry-specific niches. Our revenues are derived primarily from small
      and
      medium-sized companies which have limited budgets for such services. We believe
      that the principal competitive factors in the industries in which we compete
      include: skills and capabilities of personnel, perceived ability to add value,
      reputation and client references, scope of services and niche expertise, ability
      to deliver services on a timely basis and price.




In
      identifying, evaluating and selecting acquisitions, we may encounter intense
      competition from the other entities having business objectives similar to ours.
      Many of these entities are well established and have extensive experience
      identifying and effecting acquisitions directly or through affiliates. Many
      of
      these competitors possess greater technical, human and other resources than
      us
      and our financial resources will be relatively limited when contrasted with
      those of many of these competitors. While we believe there may be numerous
      potential businesses that we could acquire, our ability to compete in acquiring
      certain sizable businesses will be limited by our available financial resources.
      This inherent competitive limitation gives others an advantage in pursuing
      any
      acquisition of a business.




Any
      of
      these factors may place us at a competitive disadvantage in successfully
      negotiating acquisitions. Our management believes, however, that our status
      as a
      public entity and potential access to the United States public equity markets
      may give us a competitive advantage over privately-held entities having a
      similar business objective as ours in acquiring businesses on favorable
      terms.




If
      we
      succeed in effecting any acquisitions, there will be, in all likelihood, intense
      competition from competitors of the acquired business in the industry. We cannot
      assure you that, subsequent to any acquisition, we will have the resources
      or
      ability to compete effectively.




Currently,
      we compete by utilizing the contacts of Mr. Patrizio as the sole source of
      clients for our services. We expect to broaden this source of business after
      we
      have been able to conduct a sales and marketing program.






6




**Patent
      and Trademarks**




We
      currently do not own any patents, trademarks or licenses of any kind and
      therefore we have no protected rights with respect to our consulting
      services.




**Governmental
      Regulations**




There
      are
      no governmental approvals necessary to conduct our current business and the
      consulting industry is not generally subject to any governmental regulation.
      Although this permits us to provide our services without the time and expense
      of
      governmental supervision it also allows competitors to more easily enter this
      business market.




**Employees**




We
      currently have one employee.





**Subsequent
      Events**





**Letter
      of Intent**





On
      January 12, 2007, we entered into a Letter of Intent to acquire eighty (80%)
      percent of the outstanding shares of common stock of Metropolitan Computing
      Corp. (“MCC”) for a total of $800,000 from its current owner and President,
      Michael Levin (“Seller”). MCC was established in 1985 and is active in the
      design, development, and marketing of instrumentation equipment for the
      pharmaceutical industry. The MCC product line includes transducers for measuring
      compression and other forces on tablet press machines, as well as sensors for
      torque or power consumption on mixing and granulating equipment. MCC serves
      all
      market segments of instrumentation and data acquisition systems for
      pharmaceutical solid dosage research and development (R&D), scale-up and
      production. MCC already has a substantial user base including such Fortune
      500
      companies as American Home Products, Amgen, Abbott Labs, BASF, Bristol-Myers
      Squibb, Dow Chemical, Hoffman-La Roche, Merck, Novartis, Pfizer, Searle,
      SmithKline Beecham, and many others. MCC annual sales are growing and are
      approximately $2 million (unaudited) for year end 2006 and the company is
      profitable. MCC offices are located at 6 Great Meadow Lane, East Hanover, New
      Jersey 07936 and its telephone number is: (973) 887-7800 and web site:
      www.mcc-online.com





The
      purchase price will be paid to the Seller in cash at closing (the “Closing”)
      however the Seller will lend $200,000 of the proceeds directly to MCC (“Loan”).
      The Loan will be unsecured and subordinated to all other debt and repaid from
      time to time over 5 years with 8% interest solely from the profits of MCC;
      however any outstanding amount due at the fifth anniversary will be forfeited
      and the Loan terminated. The Registrant will also provide a revolving credit
      line (“Line”) to MCC at Closing of four hundred thousand dollars ($400,000). The
      Line will provide for an interest rate of 8%, and interest and principal will
      be
      repaid annually. The Line will be secured by a pledge by the Seller of all
      of
      the shares of common stock continued to be held by the Seller after the Closing
      (the “Seller Shares”) and released upon full repayment of the Line. At any time
      after the third anniversary of the Closing provided that the Line has been
      repaid, the Seller may put the Seller Shares to the Registrant and the
      Registrant must purchase the Seller Shares at the Put Price. The Put Price
      is
      the per share amount based upon the average of two most recent years of MCC’s
      audited annual EBITDA multiplied by six (6) or $200,000, whichever is greater
      (the “Put Amount”). The Put Amount will be paid to the Seller in cash in three
      (3) equal annual payments. Also , the Registrant will enter into an Employment
      Agreement with the Seller which will provide for a five (5) year term and have
      mutually agreed to salary, benefits and other standard provisions including
      a
      non-compete clause.





The
      current management team of MCC will remain in place under our supervision and
      utilize the proceeds of the Loan and Line to grow the business of MCC. Pursuant
      to the letter of intent, the parties have sixty (60) days to complete their
      due
      diligence and execute a definitive purchase agreement or the letter of intent
      is
      terminated.





7


**New
      Subsidiaries**





On
      January 16, 2007, we created two wholly-owned subsidiaries of us, Bedminster
      Capital Corp. and Bedminster Financial Corp., both Nevada corporations.





*Bedminster
      Capital Corp. (BCC)*





BCC's
      principal business is the ownership and management of real estate. BCC will
      buy,
      manage, operate, rehabilitate and dispose of real property of various types
      and
      descriptions, and engage in such other business and investment activities as
      would benefit the Company and its shareholders. BCC will seek income producing
      commercial or residential property and all of the Company's properties will
      be
      managed by professional third party property management companies.





*Bedminster
      Financial Corp. (BFC)*





BFC
      intends to manage investment assets and provide trust services. BFC will provide
      institutions and high net worth individuals with trust and custodial services
      and related financial advisory services. The core of BFC’s business will be
      dependent on its client relationships. We believe that in addition to investment
      performance, client service is paramount in the asset management business.
      As
      such, a major focus of BFC’s business strategy will be to build strong
      relationships with clients to better enable us to anticipate their needs and
      to
      satisfy their investment objectives. BFC’s future success will depend to a
      significant degree on both investment performance and our ability to provide
      responsive client service. We have not yet received governmental or regulatory
      approval to provide such services and will certainly obtain the necessary
      approvals prior to commencing operations.




**Item
        2. **Description
        of Property.****




Our
      executive offices are located at 90 Washington Valley Road, Bedminster, New
      Jersey 07921. We are currently being provided with space at this location by
      an
      unrelated third party, who is not related to us, pursuant to a one year lease
      which commenced May 1, 2005 for $200 per month. Such lease expired May 1, 2006
      and is continuing on a month to month basis We also rent additional office
      space
      from an unrelated third party at 376 Main Street, Bedminster, New Jersey 07921
      on a month to month basis for $520 per month. We believe that these spaces
      are
      sufficient and adequate to operate our current business.




**Item
        3. **Legal
        Proceedings.****




Neither
      the Company nor any of its subsidiaries is a party to any pending or threatened
      legal proceedings.




Item
      4. **Submission
      of Matters to a Vote of Security Holders.**





On
      or
      about October 20, 2006, the Company received written consents in lieu of a
      meeting of stockholders from the holders of 2,000,000 shares representing
      approximately 93% of the 2,156,000 shares of the total issued and outstanding
      shares of Class B common stock of the Company approving the reincorporation
      of
      the Company from the State of Delaware to the State of Nevada.




On
      or
      about October 24, 2006, the Company received written consents in lieu of a
      meeting of Stockholders from the holders of 5,000,000 Class A shares
      representing approximately 80% of the 6,218,000 shares of the total issued
      and
      outstanding shares of Class A common stock of the Company and from the holders
      of 2,000,000 shares representing approximately 93% of the 2,156,000 shares
      of
      the total issued and outstanding shares of Class B common stock of the Company
      approving the amended and restated Articles of Incorporation and Bylaws of
      the
      Company.




8


**PART
      II**




Item
      5. **Market
      for Common Equity and Related Stockholder
      Matters.**




**Market
      Information**





Our
      Class
      A Common Stock is currently quoted on the OTCBB under the symbol “BMSTA” and has
      been since June 27, 2006. There is a limited trading market for our Class A
      Common Stock. The following table sets forth the range of high and low bid
      quotations for each quarter within the last fiscal year. These quotations as
      reported by the OTCBB reflect inter-dealer prices without retail mark-up,
      mark-down, or commissions and may not necessarily represent actual
      transactions.




**Closing
                Bid****YEAR 2006**
            **High
                Bid**
            **Low
                Bid**1stQuarter Ended March 31
            --
            --2ndQuarter Ended June 30
            --
            --3rdQuarter Ended September 30
            $0.30
            $0.054thQuarter Ended December 31
            $0.55
            $0.11





**Holders**





As
      of
      February 15, 2007 in accordance with our transfer agent records, we had 50
      recordholders of our Class A Common Stock, holding 6,368,000 shares.





**Dividends**





Holders
      of our common stock are entitled to receive dividends if, as and when declared
      by the Board of Directors out of funds legally available therefore. We have
      never declared or paid any dividends on our common stock. We intend to retain
      any future earnings for use in the operation and expansion of our business.
      Consequently, we do not anticipate paying any cash dividends on our common
      stock
      to our stockholders for the foreseeable future.





**Recent
      Sales of Unregistered Securities**




In
      August
      2006, we completed a Regulation D, Rule 506 offering in which we sold a total
      of
      eleven (11) “Units” with each Unit consisting of a one year Convertible
      Promissory Note in the amount of $25,000 which is convertible into shares of
      our
      Class A Common Stock at any time at a conversion price of $0.50 per share and
      50,000 shares of our common stock. The following sets forth the identity of
      the
      class of persons to whom we sold these units and the amount of units sold for
      each shareholder:




1.
            Andrew
                McGough: One unit consisting of a convertible note in the amount
                of
                $25,000 and 50,000 shares of our Class A common
                stock.





2.
            Kenneth
                Mathews: One unit consisting of a convertible note in the amount
                of
                $25,000 and 50,000 shares of our Class A common
                stock.





3.
            Thomas
                Filep: Three units consisting of a convertible note in the amount
                of
                $75,000 and 150,000 shares of our Class A common
                stock.





4.
            Richard
                O’Brien: One unit consisting of a convertible note in the amount of
                $25,000 and 50,000 shares of our Class A common
                stock.





5.
            Chan
                Coddington: Four units consisting of a convertible note in the amount
                of
                $100,000 and 200,000 shares of our Class A common
                stock.






9





6.
            Thomas
                Ucko: One unit consisting of a convertible note in the amount of
                $25,000
                and 50,000 shares of our Class A common
                stock.




The
      common stock issued in our Regulation D, Rule 506 Offering was issued in a
      transaction not involving a public offering in reliance upon an exemption from
      registration provided by Rule 506 of Regulation D of the 1933 Securities Act.
      In
      accordance with Rule 506(b)(1) of the Securities Act of 1933, these shares
      qualified for exemption since it met the following requirements:





(A)
            No
                general solicitation or advertising was conducted by us in connection
                with
                the offering of any of the shares.(B)
            At
                the time of the offering we were not: (1) subject to the reporting
                requirements of Section 13 or 15 (d) of the Exchange Act; or (2)
                an
                “investment company” within the meaning of the federal securities
                laws.(C)
            Neither
                we, nor any of our predecessors, nor any of our directors, nor any
                beneficial owner of 10% or more of any class of our equity securities,
                nor
                any promoter currently connected with us in any capacity has been
                convicted within the past ten years of any felony in connection with
                the
                purchase or sale of any security.(D)
            The
                offers and sales of securities by us pursuant to the offerings were
                not
                attempts to evade any registration or resale requirements of the
                securities laws of the United States or any of its
                states.(E)
            None
                of the investors are affiliated with any of our directors, officers
                or
                promoters or any beneficial owner of 10% or more of our
                securities.




Please
      note that pursuant to Rule 506, all shares purchased in the Regulation D, Rule
      506 offering completed in August 2006 were restricted in accordance with Rule
      144 of the Securities Act of 1933. In addition, each of these shareholders
      were
      either accredited as defined in Rule 501 (a) of Regulation D promulgated under
      the Securities Act or sophisticated as defined in Rule 506(b)(2)(ii) of
      Regulation D promulgated under the Securities Act.




Since
        April 1, 2006,
        four shareholders converted a total of 48,000 shares of Class B common stock
        to
        Class A common stock in the following amounts:




1.
            Alan
                Baral: 2,000 shares


2.
            Angel
                Colon: 2,000 shares


3.
            Richard
                Roth: 2,000 shares


4.
            Richard
                Wellbrook: 4,000 shares 5.
            Cambridge
                Capital:36,000
                shares 6.
            Frank
                Krammer:2,000
                shares




Such
      shares were issued pursuant to an exemption from registration at Section 4(2)
      of
      the Securities Act of 1933 and are restricted in accordance with Rule 144 of
      the
      Securities Act of 1933. These shares of our common stock qualified for exemption
      under Section 4(2) of the Securities Act of 1933 since the issuance shares
      by us
      did not involve a public offering. The offering was not a “public offering” as
      defined in Section4(2) due to the insubstantial number of persons involved
      in
      the deal, size of the offering, manner of the offering and number of shares
      offered. We did not undertake an offering in which we sold a high number of
      shares to a high number of investors. In addition, these shareholders had the
      necessary investment intent as required by Section 4(2) since they agreed to
      and
      received a share certificate bearing a legend stating that such shares are
      restricted pursuant to Rule 144 of the 1933 Securities Act. This restriction
      ensures that these shares would not be immediately redistributed into the market
      and therefore not be part of a “public offering.” Based on an analysis of the
      above factors, we have met the requirements to qualify for exemption under
      Section 4(2) of the Securities Act of 1933 for this transaction. In addition,
      each of these shareholders were either accredited as defined in Rule 501 (a)
      of
      Regulation D promulgated under the Securities Act or sophisticated as defined
      in
      Rule 506(b)(2)(ii) of Regulation D promulgated under the Securities
      Act.


10


**Item
        6. **Management’s
        Discussion and Analysis or Plan of
        Operations.****


*The
      following discussion contains forward-looking statements within the meaning
      of
      Section 27A of the Securities Act of 1933 and Section 21E of the Securities
      Exchange Act of 1934 relating to future events or our future performance. Actual
      results may materially differ from those projected in the forward-looking
      statements as a result of certain risks and uncertainties set forth in this
      prospectus. Although management believes that the assumptions made and
      expectations reflected in the forward-looking statements are reasonable, there
      is no assurance that the underlying assumptions will, in fact, prove to be
      correct or that actual results will not be different from expectations expressed
      in this report.*




**Plan
      of Operations**





During
      the next twelve months, we expect to take the following steps in connection
      with
      the further development of our business and the implementation of our plan
      of
      operations:




*First
      Quarter 2007*




We
      intend
      to implement our sales and marketing efforts discussed above by preparing sales
      materials and management’s attendance at various industry conferences. We will
      also initiate our program to create alliances with other consulting firms to
      increase our revenue base and broaden our service offerings. We also intend
      to
      leverage management’s extensive relationships with law firms, accounting firms
      and investment firm to gain access to their clients for the purpose of gaining
      these companies as our clients. We believe this strategy will be an important
      part of our early growth.




*Second
      Quarter 2007*




We
      will
      continue to seek out opportunities to provide management consulting services
      and
      intend to enhance our capabilities by adding personnel or entering into joint
      ventures with other consulting firms. We intend to raise additional funds
      through debt or equity financing to support our efforts to hire additional
      consulting staff during this period. Such additional staff will solely assist
      us
      in providing our management consulting services. We will seek to hire
      consultants that have active relationships in the marketplace and therefore
      may
      lead to additional clients for us.




In
      addition, we will continue to pursue potential acquisitions and if we have
      executed a purchase agreement to acquire a business we will work with our
      investment partner to raise the necessary financing to consummate the
      acquisition.




*Third
      Quarter 2007*




If
      we
      have not already completed the financing transaction during the last quarter,
      we
      intend to close on such additional financing for working capital and corporate
      overhead. We will also take steps to increase our consulting staff during this
      period; specifically seeking personnel who will broaden our current service
      offerings particularly in the technology area. We intend to actively recruit
      new
      board members with appropriate experience and hire a corporate staff including
      a
      chief financial officer.




We
      may
      enter into an acquisition within the next twelve months, however, we expect
      that
      the successful consummation of any acquisition would have a limited impact
      on
      our business operations as our current management will continue to manage us
      and
      we believe that providing consulting services to independent third parties
      will
      continue to be our primary business.


11




*Fourth
      Quarter 2007*





We
      will
      continue generating revenues from our current client and we will continue to
      seek out opportunities to provide management consulting services to additional
      clients through our current management’s contacts. During this quarter, we will
      continue to review potential acquisitions and seek additional investment
      partners in order to raise the necessary funds to acquire any operating
      business. Such partners include banks, investment funds and broker-dealers,
      and
      management intends to utilize its significant contacts among these entities
      to
      facilitate such a relationship.





**Results
      of Operations**





***For
      the Fiscal Years Ended December 31, 2006 and 2005***





**Revenues**





We
      derive
      revenue from consulting fees received from one customer. For the year ended
      December 31, 2006 our revenue increased by $17,500 to $25,000 as compared to
      $8,000 for the year ended December 31, 2005.




**Selling,
      General and Administrative Expenses**




Selling,
        general and
        administrative expenses increased to $345,634 for the fiscal year ended December
        31, 2006 from $59,666 for the fiscal year ended December 31, 2005. These
        expenses represent our total operating expenses during this period. The increase
        in our total operating expenses was due to additional expenses required in
        order
        to become a publicly traded company and remain in compliance with all reporting
        requirements. These additional expenses include legal and accounting fees,
        auditing fees and professional fees associated with obtaining private
        financing. The increase in our operating expenses was also due to the
        salary paid to Mr. Patrizio pursuant to the employment agreement, which provides
        for an annual salary of $250,000.
 Our
          net
          loss from operations for the fiscal period ending December 31, 2005 was
          $51,666
          as compared to net loss from operations for the fiscal year ending December
          31,
          2006 of $354,683. The increase in net loss from operations was due to an
          increase in professional fees, general and administrative expenses, and
          depreciation totaling $285,968.


**Operating
      Expenses**




Total
        Operating
        Expenses for the fiscal year ended December 31, 2006 were $345,634, an increase
        of $285,968 as compared to $59,666 for the period ended December 31, 2005,
        resulting in a loss of $320,134. Operating expenses of $345,634 for the year
        consisted of $70,299for professional fees, $275,208 for general and
        administrative expense and $127 for depreciation. The cost and expenses for
        the
        year were attributable primarily to professional fees of $52,404 incurred
        in
        connection with the preparation of the Company’s registration statement and
        $173,067 for management’s salaries.





**Liquidity
      and Capital Resources**




The
      Company is currently financing its operations primarily through cash generated
      by the consulting fees it receives along with its previous financing activities.
      At December 31, 2006, the Company had cash of $110,852. In August and May 2006
      we completed a private placement to investors in the amounts of $250,000 and
      $25,000, respectively. The Company drew down on a $50,000 credit line from
      the
      Bank of New York in July 2006 and received a $50,000 term loan from the Bank
      of
      New York in April 2006.




12





In
      August, 2006 the Company filed a registration statement with the SEC which
      was
      declared effective in September 2006 registering a $10 million Investment
      Agreement with Dutchess Private Equities Fund, LP of Boston along with the
      shares of Class A Common Stock issued to investors in connection with the
      private placement in August 2006. Under the terms of the Investment Agreement,
      the Company may elect to receive as much as $10 million from Dutchess through
      common stock purchases by Dutchess over the next three years. The Company will
      account per amounts received under the agreement in accordance with
      EITF-00-19.




We
      believe we can not currently satisfy our cash requirements for the next twelve
      months with our current cash and expected revenues from our current contract
      to
      provide consulting services and our bank lines and funds from our private
      financing. However, management plans to increase revenue and obtain additional
      financing in order to sustain operations for at least the next twelve months.
      We
      have already obtained some financing and sold shares to support our continued
      operations. However, completion of our plan of operation is subject to attaining
      adequate revenue. We cannot assure investors that adequate revenues will be
      generated. In the absence of our projected revenues, we may be unable to proceed
      with our plan of operations. Even without significant revenues within the next
      twelve months, we still anticipate being able to continue with our present
      activities, but we may require financing to potentially achieve our goal of
      profit, revenue and growth.





In
      the
      event we are not successful in reaching our initial revenue targets, additional
      funds may be required, and we would then not be able to proceed with our
      business plan for the development and marketing of our core services. Should
      this occur, we would likely seek additional financing to support the continued
      operation of our business. We anticipate that depending on market conditions
      and
      our plan of operations, we would incur operating losses in the foreseeable
      future. We base this expectation, in part, on the fact that we may not be able
      to generate enough gross profit from our consulting services to cover our
      operating expenses. Consequently, there is substantial doubt about the Company’s
      ability to continue to operate as a going concern.




As
      reflected in the accompanying audited financial statements, we are in the
      development stage, has an accumulated deficit from inception of $407,349,
      negative working capital of $205,679, and has a negative cash flow from
      operations of $290,722 from inception. This raises substantial doubt about
      its
      ability to continue as a going concern. The ability of the Company to continue
      as a going concern is dependent on the Company's ability to raise additional
      capital and implement its business plan. The financial statements do not include
      any adjustments that might be necessary if the Company is unable to continue
      as
      a going concern.




Management
      believes that actions presently being taken to obtain additional funding and
      implement its strategic plans provide the opportunity for the Company to
      continue as a going concern




**Transaction
      with Dutchess Private Equities Fund II, LLP**




On
      June
      29, 2006, we entered into an Investment Agreement (the “Agreement”) with
      Dutchess Private Equities Fund II, LLP (“Dutchess”) to provide us with an equity
      line of credit. Pursuant to this Agreement, upon effectiveness of this
      registration statement, Dutchess is contractually obligated to
      purchase up to $10,000,000 of the Company’s Stock over the course of 36
      months (“Line Period”), after a  registration statement has been declared
      effective (“Effective Date”). The amount that the Company shall be entitled to
      request from each of the purchase “Puts”, shall be equal to either 1) $100,000
      or 2) 200% of the average daily volume (U.S market only) (“ADV”), multiplied by
      the average of the three (3) daily closing prices immediately preceding the
      Put
      Date. The ADV shall be computed using the ten (10) trading days prior to the
      Put
      Date. The Purchase Price for the common stock identified in the Put Notice
      shall
      be set at ninety-five percent (95%) of the lowest closing bid price of the
      common stock during the Pricing Period. The Pricing Period is equal to the
      period beginning on the Put Notice Date and ending on and including the date
      that is five (5) trading days after such Put Notice Date. There are put
      restrictions applied on days between the Put Date and the Closing Date with
      respect to that Put. During this time, the Company shall not be entitled to
      deliver another Put Notice.


13




The
      Company shall automatically withdraw that portion of the put notice amount,
      if
      the Market Price with respect to that Put does not meet the Minimum Acceptable
      Price. The Minimum Acceptable Price is defined as seventy-five (75%) of the
      lowest closing bid price of the common stock for the three (3) trading days
      prior to the Put Date.




In
      connection with the Agreement, we entered into a Registration Rights Agreement
      with Dutchess (“Registration Agreement”). Pursuant to the Registration
      Agreement, we were obligated to file a registration statement with the
      Securities and Exchange Commission covering the shares of common stock
      underlying the Investment Agreement within forty-five (45) days after the
      closing date. In addition, we were obligated to use all commercially reasonable
      efforts to have the registration statement declared effective by the SEC within
      ninety (90) days after the closing date. Such registration statement was filed
      and declared effective by the SEC within the time periods set forth
      above.





**Critical
      Accounting Policies**




Our
        significant accounting policies are summarized in Note 1 of our financial
        statements.
 
 We
        have
        adopted the following accounting standards. While all of these significant
        accounting policies impact our financial condition, our views of these policies
        are critical. Policies determined to be critical are those policies that
        have
        the most significant impact on our financial statements and require management
        to use a greater degree of judgment and estimates. Actual results may differ
        from those estimates. Our management believes that given current facts and
        circumstances, it is unlikely that applying any other reasonable judgments
        or
        estimate methodologies would cause effect on our consolidated results of
        operations, financial position or liquidity for the periods presented in
        this
        report:


Revenues
      include fees billed for consulting services on a month to month contract. These
      revenues are recognized as the services are performed.





In
      December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
      replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R),
      companies are required to measure the compensation costs of share-based
      compensation arrangements based on the grant-date fair value and recognize
      the
      costs in the financial statements over the period during which employees are
      required to provide services. Share-based compensation arrangements include
      stock options, restricted share plans, performance-based awards, share
      appreciation rights and employee share purchase plans. In March 2005 the SEC
      issued Staff Accounting Bulletin No. 107, or "SAB 107". SAB 107 expresses views
      of the staff regarding the interaction between SFAS No. 123(R) and certain
      SEC
      rules and regulations and provides the staff's views regarding the valuation
      of
      share-based payment arrangements for public companies. SFAS No. 123(R) permits
      public companies to adopt its requirements using one of two methods. On April
      14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS
      123R. Companies may elect to apply this statement either prospectively, or
      on a
      modified version of retrospective application under which financial statements
      for prior periods are adjusted on a basis consistent with the pro forma
      disclosures required for those periods under SFAS 123. Effective January 1,
      2006, the Company has fully adopted the provisions of SFAS No. 123R and related
      interpretations as provided by SAB 107. As such, compensation cost is measured
      on the date of grant at their fair value. Such compensation amounts, if any,
      are
      amortized over the respective vesting periods of the option grant. The Company
      applies this statement prospectively.





**Recent
      Accounting Pronouncements**




SFAS
      155,
      Accounting for Certain Hybrid Financial Instruments and SFAS 156, Accounting
      for
      Servicing of Financial Assets were recently issued. SFAS 155 and 156 have no
      current applicability to the Company and have no effect on the financial
      statements.





**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements, financings, or other relationships
      with
      unconsolidated entities or other persons, also known as “special purpose
      entities” (SPEs).


**Item
        7. **Financial
        Statements.****






14


































**BEDMINSTER
      NATIONAL CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**FINANCIAL
      STATEMENTS**


**AS
      OF DECEMBER 31, 2006**


























**BEDMINSTER
      NATIONAL CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**











**CONTENTS**








PAGE
            F-1
            REPORT
                OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMPAGE
            F-2
            BALANCE
                SHEET AS OF DECEMBER 31, 2006PAGE
            F-3
            STATEMENTS
                OF OPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2006, FOR THE PERIOD
                FROM
                APRIL 22, 2005 (INCEPTION) TO DECEMBER 31, 2005 AND FOR THE PERIOD
                FROM APRIL 22, 2005 (INCEPTION) TO DECEMBER 31,
                2006PAGE
            F-4
            STATEMENT
                OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE PERIOD FROM APRIL 22, 2005
                (INCEPTION) TO DECEMBER 31, 2006PAGE
            F-5
            STATEMENTS
                OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 2006, FOR THE PERIOD
                FROM
                APRIL 22, 2005 (INCEPTION) TO DECEMBER 31, 2005 AND FOR THE PERIOD
                FROM APRIL 22, 2005 (INCEPTION) TO DECEMBER 31,
                2006PAGES
            F-6
                - F-14
            NOTES
                TO FINANCIAL STATEMENTS














REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM





To
      the
      Board of Directors of:


Bedminster
      National Corp.


(A
      Development Stage Company)





We
      have
      audited the accompanying balance sheet of Bedminster National Corp. (a
      development stage company) as of December 31, 2006 and the related statements
      of
      operations, changes in stockholders’ equity and cash flows for the year ended
      December 31, 2006, the period from April 22, 2005 (inception) to
      December 31, 2005 and the period from April 22, 2005(inception) to 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 audit.





We
      conducted our audit 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. An audit includes examining,
      on a
      test basis, evidence supporting the amounts and disclosures in the financial
      statements. An audit also includes assessing the accounting principles used
      and
      significant estimates made by management, as well as evaluating the overall
      financial statement presentation. We believe that our audit provides 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 Bedminster National Corp. (a
      development stage company) as of December 31, 2006 and the results of its
      operations and its cash flows for the year ended December 31, 2006, the period
      from April 22, 2005 (inception) to December 31, 2005 and the period from
      April 22, 2005 (inception) to December 31, 2006 in conformity with accounting
      principles generally accepted in the United States of America.





The
      accompanying financial statements have been prepared assuming that the Company
      will continue as a going concern. As discussed in Note 10 to the financial
      statements, the Company is in the development stage and has an accumulated
      deficit from inception of $407,349, negative working capital of $205,679 and
      has
      a negative cash flow from operations of $290,722 from inception. These factors
      raise substantial doubt about its ability to continue as a going concern.
      Management’s plans concerning this matter are also described in Note 10. The
      accompanying financial statements do not include any adjustments that might
      result from the outcome of this uncertainty.








WEBB
      & COMPANY, P.A.


February
      13, 2007


Boynton
      Beach, Florida






F-1


BEDMINSTER
        NATIONAL CORP.
 (A
        DEVELOPMENT STAGE COMPANY)
 BALANCE
        SHEET
 AS
        OF
        DECEMBER 31, 2006




**ASSETS****CURRENT
                  ASSETS**Cash
              
              $
              110,852Total
                  Current Assets
              
              
              110,852**PROPERTY, PLANT AND EQUIPMENT (NET OF DEPRECIATION OF
                  $127)**
              
              
              1,703**OTHER
                  ASSETS**Deposits
              
              
              400Total
                  Other Assets
              
              
              400**TOTAL
                  ASSETS**
              
              $
              112,955**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIENCY****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued expenses
              
              $
              15,683Accrued
                  interest
              
              
              2,369Lines
                  of credit
              
              
              52,409Note
                  payable - current portion
              
              
              5,722Convertible
                  note payable - stockholder, net
              
              
              240,348Total
                  Current Liabilities
              
              
              316,531**OTHER
                  LIABILITIES**Note
                  payable - net of current portion
              
              
              41,773Total
                  Other Liabilities
              
              
              41,773**TOTAL
                  LIABILITIES**
              
              
              358,304**STOCKHOLDERS’
                  DEFICIENCY**Preferred
                  stock, $0.0001 par value, 100,000,000 shares authorized, none issued
                  and outstanding
              
              
              -Common
                  stock - Class A, $0.0001 par value, 200,000,000 shares authorized,
                  6,106,000 shares issued and outstanding
              
              
              637Common
                  stock - Class B, $0.0001 par value, 3,000,000 shares authorized,
                  2,158,000
                  shares issued and outstanding
              
              
              215Additional
                  paid in capital
              
              
              161,148Accumulated
                  deficit during development stage
              
              
              (407,349
              )Total
                  Stockholders’ Deficiency
              
              
              (245,349
              )**TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIENCY**
              
              $
              112,955




See
        accompanying notes to financial statements.







F-2





**BEDMINSTER
      NATIONAL CORP.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF OPERATIONS**











For
                the Year Ended December 31, 2006
            
            For
                the Period From April 22, 2005 (Inception) to December 31,
                2005
            
            For
                the Period From
              April
                22, 2005 (Inception) to December 31, 2006**REVENUES**
            
            $
            25,500
            
            $
            8,000
            
            $
            33,500**OPERATING
                EXPENSES**Professional
                fees
            
            
            70,299
            
            
            17,895
            
            
            88,194Officer
                compensation
            
            
            173,067
            
            
            -
            
            
            173,067General
                and administrative
            
            
            102,268
            
            
            41,771
            
            
            144,039Total
                Operating Expenses
            
            
            345,634
            
            
            59,666
            
            
            405,300**LOSS
                FROM OPERATIONS**
            
            
            (320,134
            )
            
            (51,666
            )
            
            (371,800
            )**OTHER
                INCOME (EXPENSE)**Interest
            
            
            (34,799
            )
            
            -
            
            
            (34,799
            )Total
                Other Income (Expense)
            
            
            (34,799
            )
            
            -
            
            
            (34,799
            )**NET
                LOSS BEFORE INCOME TAXES**
            
            
            (354,933
            )
            
            (51,666
            )
            
            (406,599
            )Provision
                for Income Taxes
            
            
            750
            
            
            -
            
            
            750**NET
                LOSS**
            
            $
            (355,683
            )
            $
            (51,666
            )
            $
            (407,349
            )Net
                loss per share - basic and diluted
            
            $
            (0.05
            )
            $
            (0.01
            )
            $
            (0.05
            )Weighted average number of shares outstanding during the period -
                basic and diluted
            
            
            7,836,104
            
            
            7,485,324
            
            
            7,741,796






See
        accompanying notes to financial statements.





F-3


**BEDMINSTER
        NATIONAL CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
        OF CHANGES IN STOCKHOLDERS’ DEFICIENCY**
 **FOR
        THE PERIOD FROM APRIL 22, 2005 (INCEPTION) TO DECEMBER 31,
        2006**







Preferred
                Stock
            
            Common
                Stock -
              Class
                A
            
            Common
                Stock -
              Class
                B
            
            Additional
                Paid-In
            
            Subscription
            
            Accumulated
                Deficit During DevelopmentShares
            
            Amount
            
            Shares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Receivable
            
            Stage
            
            TotalCommon stock issued to founders for cash ($0.0001 per
                share)
            
            
            -
            
            $
            -
            
            
            5,000,000
            
            $
            500
            
            
            2,000,000
            
            $
            200
            
            $
            4,300
            
            $
            (4,500
            )
            $
            -
            
            $
            500Common stock issued for cash ($0.10 per share)
            
            
            -
            
            
            -
            
            
            235,000
            
            
            24
            
            
            94,000
            
            
            9
            
            
            23,467
            
            
            -
            
            
            -
            
            
            23,500Common stock issued for services ($0.10 per share)
            
            
            -
            
            
            -
            
            
            275,000
            
            
            27
            
            
            110,000
            
            
            11
            
            
            27,462
            
            
            -
            
            
            -
            
            
            27,500In-kind contribution of services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            5,000
            
            
            -
            
            
            -
            
            
            5,000Cash collected on subscription receivable
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            4,500
            
            
            -
            
            
            4,500Net loss for the period April 22, 2005 (inception) to
                December 31, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (51,666
            )
            
            (51,666
            )Balance, December 31, 2005
            
            
            -
            
            
            -
            
            
            5,510,000
            
            $
            551
            
            
            2,204,000
            
            $
            220
            
            
            60,229
            
            
            -
            
            
            (51,666
            )
            $
            9,334Common stock issued for cash ($0.10 per share)
            
            
            -
            
            
            -
            
            
            550,000
            
            
            55
            
            
            -
            
            
            -
            
            
            54,995
            
            
            -
            
            
            -
            
            
            55,000Conversion of Class B shares to Class A shares
            
            
            -
            
            
            -
            
            
            48,000
            
            
            5
            
            
            (48,000
            )
            
            (5
            )
            
            -
            
            
            -
            
            
            -
            
            
            -In-kind contribution of services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            20,000
            
            
            -
            
            
            -
            
            
            20,000Common stock issued for services ($0.10 per share)
            
            
            -
            
            
            -
            
            
            260,000
            
            
            26
            
            
            -
            
            
            -
            
            
            25,974
            
            
            -
            
            
            -
            
            
            26,000Net loss for the year ended December 31, 2006
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (355,683
            )
            
            (355,683
            )**BALANCE, DECEMBER 31, 2006**
            
            
            -
            
            $
            -
            
            
            6,368,000
            
            $
            637
            
            
            2,156,000
            
            $
            215
            
            $
            161,148
            
            $
            -
            
            $
            (407,349
            )
            $
            (245,349
            )


See
        accompanying notes to financial statements.








F-4




**BEDMINSTER
        NATIONAL CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **STATEMENT
        OF CASH FLOWS**
 **FOR
        THE PERIOD FROM APRIL 22, 2005 (INCEPTION) TO DECEMBER 31,
        2006**





For
                the Year Ended December 31, 2006
            
            For
                the Period From
              April
                22, 2005 (Inception) to December 31, 2005
            
            For
                the Period From
              April
                22, 2005 (Inception) to December 31, 2006**CASH
                FLOWS FROM OPERATING ACTIVITIES:**Net
                loss
            
            $
            (355,683
            )
            $
            (51,666
            )
            $
            (407,349
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation
            
            
            127
            
            
            -
            
            
            127Amortization
                of note payable discount
            
            
            20,349
            
            
            -
            
            
            20,349Stock
                issued for services
            
            
            26,000
            
            
            27,500
            
            
            53,500In-kind
                contribution of services
            
            
            20,000
            
            
            5,000
            
            
            25,000Changes
                in operating assets and liabilities:Increase
                in accounts payable and accrued expenses
            
            
            12,618
            
            
            3,065
            
            
            15,683Increase
                in deposits
            
            
            -
            
            
            (400
            )
            
            (400
            )Increase
                in accrued interest
            
            
            2,368
            
            
            -
            
            
            2,368Net
                Cash Used In Operating Activities
            
            
            (274,221
            )
            
            (16,501
            )
            
            (290,722
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES:**Purchase
                of fixed assets
            
            
            (1,830
            )
            
            -
            
            
            (1,830
            )Net
                Cash Used In Investing Activities
            
            
            (1,830
            )
            
            -
            
            
            (1,830
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES:**Proceeds
                from issuance of common stock
            
            
            55,000
            
            
            28,500
            
            
            83,500Proceeds
                from notes payable
            
            
            47,495
            
            
            -
            
            
            47,495Proceeds
                from convertible notes payable - stockholder
            
            
            220,000
            
            
            -
            
            
            220,000Proceeds
                from lines of credit
            
            
            52,409
            
            
            -
            
            
            52,409Proceeds
                from stockholder loans
            
            
            -
            
            
            699
            
            
            699Repayment
                of stockholder loans
            
            
            (699
            )
            
            -
            
            
            (699
            )Net
                Cash Provided By Financing Activities
            
            
            374,205
            
            
            29,199
            
            
            403,404NET
                INCREASE IN CASH
            
            
            98,154
            
            
            12,698
            
            
            110,852CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
            
            
            2,698
            
            
            -
            
            
            -**CASH AND CASH EQUIVALENTS AT END OF PERIOD**
            
            $
            110,852
            
            $
            12,698
            
            $
            110,852**SUPPLEMENTAL
                DISCLOSURE OF CASH FLOW INFORMATION:**Cash paid for interest
            
            $
            13,025
            
            $
            -
            
            $
            13,025Cash paid for taxes
            
            $
            750
            
            $
            -
            
            $
            750






See
        accompanying notes to financial statements.





F-5


BEDMINSTER
        NATIONAL CORP.
 (A
        DEVELOPMENT STAGE COMPANY)
 NOTES
        TO
        FINANCIAL STATEMENTS
 AS
        OF
        DECEMBER 31, 2006




NOTE
        1  SUMMARY
        OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION
  *(A)
        Organization*
 
 Bedminster
        National Corp. (a development stage company) (the “Company”) was incorporated
        under the laws of the State of Delaware on April 22, 2005 and reincorporated
        in
        the State of Nevada on October 20, 2006. The Company was organized to provide
        management consulting services and intends to acquire profitable and near
        term
        profitable small and medium sized businesses. Activities during the development
        stage include developing the business plan and raising capital.
 
 *(B)
        Use of Estimates*
 
 In
        preparing financial statements in conformity with generally accepted accounting
        principles, management is required to make estimates and assumptions that
        affect
        the reported amounts of assets and liabilities and the disclosure of contingent
        assets and liabilities at the date of the financial statements and revenues
        and
        expenses during the reported period. Actual results could differ from those
        estimates.
 
 *(C)
        Cash Equivalents*
 
 For
        the
        purpose of the cash flow statement, the Company considers all highly liquid
        investments with original maturities of three months or less at the time
        of
        purchase to be cash equivalents. As of December 31, 2006, the Company has
        cash
        of $10,959 that is not covered by FDIC Insurance.
 
 *(D)
        Income Taxes*
 
 The
        Company accounts for income taxes under the Statement of Financial Accounting
        Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under
        Statement 109, deferred tax assets and liabilities are recognized for the
        future
        tax consequences attributable to differences between the financial statement
        carrying amounts of existing assets and liabilities and their respective
        tax
        bases. Deferred tax assets and liabilities are measured using enacted tax
        rates
        expected to apply to taxable income in the years in which those temporary
        differences are expected to be recovered or settled. Under Statement 109,
        the
        effect on deferred tax assets and liabilities of a change in tax rates is
        recognized in income in the period that includes the enactment date. As of
        December 31, 2006, the Company has a net operating loss carry forward of
        approximately $407,349 available to offset future taxable income through
        2026.
        The valuation allowance at December 31, 2006 was $138,499. The net change
        in the
        valuation allowance for the year ended December 31, 2006 was increase of
        $120,932.
  
 F-6
 BEDMINSTER
          NATIONAL CORP.
 (A
          DEVELOPMENT STAGE COMPANY)
 NOTES
          TO
          FINANCIAL STATEMENTS
 AS
          OF
          DECEMBER 31, 2006
 *(E)
        Property and Equipment*
 
 Property
        and equipment are stated at cost, less accumulated depreciation. Expenditures
        for maintenance and repairs are charged to expense as incurred. Depreciation
        is
        provided using the straight-line method over the estimated useful life of
        five
        years
 
 *(F)
        Business Segments*
 
 The
        Company operates in one segment and therefore segment information is not
        presented.
 
 *(G)
        Revenue Recognition*
 
 Revenues
        include fees billed for consulting services on a month to month contract.
        These
        revenues are recognized as the services are performed.
 
 *(H)
        Financial Instruments*
 
 The
        Company’s financial instruments consist of cash, notes payable, and lines of
        credit. Unless otherwise noted, it is management’s opinion that the Company is
        not exposed to significant interest, currency or credit risks arising from
        these
        financial instruments. The fair value of these financial instruments
        approximates their carrying value, unless otherwise noted.
 
 *(I)
        Long-Lived Assets*
 
 The
        Company accounts for long-lived assets under the Statements of Financial
        Accounting Standards Nos. 142 and 144 "Accounting for Goodwill and Other
        Intangible Assets" and "Accounting for Impairment or Disposal of Long-Lived
        Assets" ("SFAS No. 142 and 144"). In accordance with SFAS No. 142 and 144,
        long-lived assets, goodwill and certain identifiable intangible assets held
        and
        used by the Company are reviewed for impairment whenever events or changes
        in
        circumstances indicate that the carrying amount of an asset may not be
        recoverable. For purposes of evaluating the recoverability of long-lived
        assets,
        goodwill and intangible assets, the recoverability test is performed using
        undiscounted net cash flows related to the long-lived assets.
 
 *(J)
        Loss Per Share*
 
 Basic
        and
        diluted net loss per common share is computed based upon the weighted average
        common shares outstanding as defined by Financial Accounting Standards No.
        128,
“Earnings Per Share.” As of December 31, 2006 and 2005, there were 500,000 and 0
        shares, respectively that are issuable upon conversion of the notes payable,
        that were not included in dilutive net loss per share as the effect was
        anti-dilutive.
   F-7
 BEDMINSTER
          NATIONAL CORP.
 (A
          DEVELOPMENT STAGE COMPANY)
 NOTES
          TO
          FINANCIAL STATEMENTS
 AS
          OF
          DECEMBER 31, 2006
 *(K)
        Stock-Based Compensation*
 
 In
        December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
        replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R),
        companies are required to measure the compensation costs of share-based
        compensation arrangements based on the grant-date fair value and recognize
        the
        costs in the financial statements over the period during which employees
        are
        required to provide services. Share-based compensation arrangements include
        stock options, restricted share plans, performance-based awards, share
        appreciation rights and employee share purchase plans. In March 2005 the
        SEC
        issued Staff Accounting Bulletin No. 107, or "SAB 107". SAB 107 expresses
        views
        of the staff regarding the interaction between SFAS No. 123(R) and certain
        SEC
        rules and regulations and provides the staff's views regarding the valuation
        of
        share-based payment arrangements for public companies. SFAS No. 123(R) permits
        public companies to adopt its requirements using one of two methods. On April
        14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS
        123R. Companies may elect to apply this statement either prospectively, or
        on a
        modified version of retrospective application under which financial statements
        for prior periods are adjusted on a basis consistent with the pro forma
        disclosures required for those periods under SFAS 123. Effective January
        1,
        2006, the Company has fully adopted the provisions of SFAS No. 123R and related
        interpretations as provided by SAB 107. As such, compensation cost is measured
        on the date of grant at their fair value. Such compensation amounts, if any,
        are
        amortized over the respective vesting periods of the option grant. The Company
        applies this statement prospectively.
 
 *(L)
        Recent Accounting Pronouncements*
 
 SFAS
        155,
        Accounting for Certain Hybrid Financial Instruments and SFAS 156, Accounting
        for
        Servicing of Financial Assets were recently issued. SFAS 155 and 156 have
        no
        current applicability to the Company and have no effect on the financial
        statements.
 
 NOTE
        2  STOCKHOLDERS’
        DEFICIT
 
 *(A)
        Common Stock Issued for Cash*
 
 On
        April
        22, 2005, the Company issued 5,000,000 shares of Class A common stock and
        2,000,000 shares of Class B common stock to its founder for cash of $5,000
        ($0.0001 per share).
 
 During
        2005, the Company issued 235,000 shares of Class A common stock and 94,000
        shares of Class B common stock for cash of $23,500 ($0.10 per
        share).
   F-8
 BEDMINSTER
          NATIONAL CORP.
 (A
          DEVELOPMENT STAGE COMPANY)
 NOTES
          TO
          FINANCIAL STATEMENTS
 AS
          OF
          DECEMBER 31, 2006
 During
        2006, the Company issued 550,000 shares of Class A stock for cash of $55,000
        ($0.10 per share)
 
 All
        issued and outstanding shares of Class A common stock and Class B common
        stock
        shall be identical and shall entitle the holders to the same rights and
        privileges except that the Class A shares have no voting rights.
 
 *(B)
        In-Kind Contribution*
 
 During
        2006, a stockholder of the Company contributed services with a fair value
        of
        $20,000.
 
 During
        2005, a stockholder of the Company contributed services with a fair value
        of
        $5,000.
 
 *(C)
        Common Stock Issued for Services*
 
 During
        2005, the Company issued 275,000 shares of Class A common stock and 110,000
        shares of Class B common stock for services with a fair value of $27,500
        ($0.10/share).
 
 During
        2006, the Company issued 260,000 shares of Class A common stock which consisted
        of 110,000 shares for legal services, 100,000 shares for consulting services,
        and 50,000 shares for accounting services with a fair value of $26,000
        ($0.10/share).
 
 *(D)
        Conversion of Class A to Class B*
 
 During
        2006 stockholders converted 48,000 Class B shares to 48,000 Class A
        shares.
 
 NOTE
        3  RELATED
        PARTY TRANSACTIONS
 
 The
        Company has entered into an employment agreement with the sole officer of
        the
        Company that became effective May 1, 2006. The employment agreement ends
        December 31, 2015 and calls for an annual salary of $250,000 (which amount
        shall
        be increased by $35,000 when and if the Company’s revenues, based on the
        trailing twelve months over per forma basis, exceed $10,000,000 and there
        after
        increase by an additional $25,000 for each proforma revenue increase of
        $10,000,000), which salary shall increase by no less then 5% annually. In
        the
        event of termination of employment without cause, the agreement provides
        that
        the Company shall pay severance equaling the greater of the balance of the
        term
        of the agreement or one year’s salary. In addition the CEO will receive a $600
        per month automobile allowance, $100 cellular telephone allowance, a $200
        home
        office allowance and a professional fee allowance of $100 per month. The
        CEO
        will also earn an annual bonus of 10% of the annual adjusted EBITDA earnings.
        The Bonus will be paid 65% in cash and 35% in common shares - A class at
        the
        annual average stock price.
   F-9
 BEDMINSTER
          NATIONAL CORP.
 (A
          DEVELOPMENT STAGE COMPANY)
 NOTES
          TO
          FINANCIAL STATEMENTS
 AS
          OF
          DECEMBER 31, 2006
  The
        CEO
        is also entitled to all employee benefits and life insurance in the amount
        of
        $3,000,000. The agreement also calls for the CEO to receive a lump sum payment
        of 300% of hiss annual salary upon death or termination during the term of
        the
        agreement.
 
 During
        2006, the Company entered into convertible notes payable transactions with
        stockholders for $275,000 (See note 7).
 
 In
        October 2006, the Board of Directors agreed to pay Apogee Partners Ltd. a
        fee of
        $200,000 in cash for arranging the Dutchess Equity Line. A portion of such
        fee
        shall be paid from time to time only when the Board of Directors determines
        the
        Company has sufficient operating funds and only when there is an amount of
        operating funds remaining after such payment equal to any such payment. Apogee
        is affiliated with our CEO Mr. Patrizio. As of December 31, 2006 the Company
        paid $5,000.
 
 NOTE
        4  CONCENTRATIONS
 
 One
        customer of the Company represented 100% of all of the revenue for the twelve
        months ended December 31, 2006.
 
 NOTE
        5  LINES
        OF CREDIT
 
 In
        March
        2006, Bank of New York bank approved a $50,000 line of credit for the Company.
        The line provides an interest rate of 1.5% above the prime rate (9.75% as
        of
        December 31, 2006) on all outstanding amounts and requires monthly payments
        of
        1/60 of all principal amounts outstanding under the line plus interest. The
        sole
        officer has personally guaranteed the line and there is $50,392 outstanding
        under the line as of the date hereof.
 
 In
        January 2006, Signature Bank approved a $50,000 line of credit for the Company.
        The line provides an interest rate of 1% above the prime rate (9.25% as of
        December 31, 2006) on all outstanding amounts and requires monthly payments
        of
        1/36 of all principal amounts outstanding under the line plus interest. The
        CEO
        has personally guaranteed the line and there is $2,017 outstanding under
        the
        line as of the date hereof.
 
 NOTE
        6  NOTES
        PAYABLE
 
 In
        May
        2006, Bank of New York bank approved a $50,000 loan for the Company. The
        loan is
        payable over 84 months at a variable interest rate between 8.5% and 9.5%.
        The
        Company has an outstanding balance as of December 31, 2006 of $47,495. The
        loan
        is secured with all of the assets of the Company.
 
 
 F-10
 BEDMINSTER
          NATIONAL CORP.
 (A
          DEVELOPMENT STAGE COMPANY)
 NOTES
          TO
          FINANCIAL STATEMENTS
 AS
          OF
          DECEMBER 31, 2006
 Future
        minimum payments are approximately as follows:
 
 For
                  the Year Ended2007
              
              $
              5,7222008
              
              
              6,2182009
              
              
              6,7752010
              
              
              7,374Thereafter
              
              
              21,406$
              47,495
 
 **NOTE
        7**  **CONVERTIBLE
        NOTES PAYABLE - SHAREHOLDER**
 
 In
        May,
        2006, a private placement to an investor was completed in the amount of $25,000
        with interest payable (monthly in cash) at 10% percent per annum. This investors
        received a one year Convertible Promissory Note in the amount of $25,000.
        The
        Company also issued 50,000 shares of the Company’s common stock in accordance
        with the private placement memorandum. The proceeds of the offering were
        allocated to the shares of common stock based on a recent cash offering price.
        The Company recorded a discount on the note payable of $5,000. The discount
        will
        be amortized over the life of the note. The Company has agreed to register
        the
        common stock with the Securities and Exchange Commission within 180 days
        from
        closing.
 
 Notes
                  payable - face value
              
              $
              25,000Notes
                  payable - discount
              
              
              1,458Notes
                  payable - net
              
              $
              23,542
 
 In
        August, 2006, a private placement to five investors was completed in the
        amount
        of $250,000 with interest payable (monthly in cash) at 10% percent per annum.
        These investors received a one year Convertible Promissory Note in the total
        amounts of $250,000. The Company also issued 500,000 shares of the Company’s
        common stock in accordance with the private placement memorandum. The proceeds
        of the offering were allocated to the shares of common stock based on a recent
        cash offering price. The Company recorded a discount on the note payable
        of
        $50,000. The discount will be amortized over the life of the note. The Company
        has agreed to register the common stock with the Securities and Exchange
        Commission within 180 days from closing.
 
 Notes
                  payable - face value
              
              $
              250,000Notes
                  payable - discount
              
              
              33,194Notes
                  payable - net
              
              $
              216,806
   F-11
 BEDMINSTER
          NATIONAL CORP.
 (A
          DEVELOPMENT STAGE COMPANY)
 NOTES
          TO
          FINANCIAL STATEMENTS
 AS
          OF
          DECEMBER 31, 2006
 **NOTE
        8**  **COMMITMENTS
        AND CONTINGENCIES**
 
 ***(A)
        Employment Agreement***
 
 The
        Company has entered into an employment agreement with the sole officer of
        the
        Company that became effective May 1, 2006. The employment agreement ends
        December 31, 2015 and calls for an annual salary of $250,000 (which amount
        shall
        be increased by $35,000 when and if the Company’s revenues, based on the
        trailing twelve months over per forma basis, exceed $10,000,000 and there
        after
        increase by an additional $25,000 for each proforma revenue increase of
        $10,000,000), which salary shall increase by no less then 5% annually. In
        the
        event of termination of employment without cause, the agreement provides
        that
        the Company shall pay severance equaling the greater of the balance of the
        term
        of the agreement or one year’s salary. In addition the CEO will receive a $600
        per month automobile allowance, $100 cellular telephone allowance, a $200
        home
        office allowance and a professional fee allowance of $100 per month. The
        CEO
        will also earn an annual bonus of 10% of the annual adjusted EBITDA earnings.
        The Bonus will be paid 65% in cash and 35% in common shares - A class at
        the
        annual average stock price. The CEO is also entitled to all employee benefits
        and life insurance in the amount of $3,000,000. The agreement also calls
        for the
        CEO to receive a lump sum payment of 300% of his annual salary upon death
        or
        termination during the term of the agreement.
 
 ***(B) Consulting
        Fee***
 
 In
        October 2006, the Board of Directors agreed to pay Apogee Partners Ltd. a
        fee of
        $200,000 in cash for arranging the Dutchess Equity Line. A portion of such
        fee
        shall be paid from time to time only when the Board of Directors determines
        the
        Company has sufficient operating funds and only when there is an amount of
        operating funds remaining after such payment equal to any such payment. Apogee
        is affiliated with our CEO Mr. Patrizio. As of December 31, 2006 the Company
        paid $5,000.
 
 **NOTE** **9**  **EQUITY
        INVESTMENT AGREEMENT**
 
 On
        June
        29, 2006, we entered into an Investment Agreement (the “Agreement”) with
        Dutchess Private Equities Fund II, LLP (“Dutchess”) to provide us with an equity
        line of credit. Pursuant to this Agreement, upon effectiveness of the
        registration statement, Dutchess is contractually obligated to
        purchase up to $10,000,000 of the Company’s Stock over the course of 36
        months (“Line Period”), after a  registration statement has been declared
        effective (“Effective Date”). The amount that the Company shall be entitled to
        request from each of the purchase “Puts”, shall be equal to either 1) $100,000
        or 2) 200% of the average daily volume (U.S market only) (“ADV”), multiplied by
        the average of the three (3) daily closing prices immediately preceding the
        Put
        Date. The ADV shall be computed using the ten (10) trading days prior to
        the Put
        Date.
   F-12
  BEDMINSTER
          NATIONAL CORP.
 (A
          DEVELOPMENT STAGE COMPANY)
 NOTES
          TO
          FINANCIAL STATEMENTS
 AS
          OF
          DECEMBER 31, 2006
 The
        Purchase Price for the common stock identified in the Put Notice shall be
        set at
        ninety-five percent (95%) of the lowest closing bid price of the common stock
        during the Pricing Period. The Pricing Period is equal to the period beginning
        on the Put Notice Date and ending on and including the date that is five
        (5)
        trading days after such Put Notice Date. There are put restrictions applied
        on
        days between the Put Date and the Closing Date with respect to that Put.
        During
        this time, the Company shall not be entitled to deliver another Put
        Notice.
 
 The
        Company shall automatically withdraw that portion of the put notice amount,
        if
        the Market Price with respect to that Put does not meet the Minimum Acceptable
        Price. The Minimum Acceptable Price is defined as seventy-five (75%) of the
        lowest closing bid price of the common stock for the three (3) trading days
        prior to the Put Date. The Company will account for the amounts received
        under the agreement in accordance with EITF 00-19.
 
 **NOTE
        10**  **GOING
        CONCERN**
 
 As
        reflected in the accompanying financial statements, the Company is in the
        development stage, has an accumulated deficit from inception of $407,349,
        negative working capital of $205,679, and has a negative cash flow from
        operations of $290,722 from inception. This raises substantial doubt about
        its
        ability to continue as a going concern. The ability of the Company to continue
        as a going concern is dependent on the Company’s ability to raise additional
        capital and implement its business plan. The financial statements do not
        include
        any adjustments that might be necessary if the Company is unable to continue
        as
        a going concern.
 
 Management
        believes that actions presently being taken to obtain additional funding
        and
        implement its strategic plans provide the opportunity for the Company to
        continue as a going concern (See Note 6 and 8).
 
 **NOTE****11**  **SUBSEQUENT
        EVENTS**
 
 ***(A)
        Letter of Intent***
 
 On
        January 12, 2007, we entered into a Letter of Intent to acquire eighty (80%)
        percent of the outstanding shares of common stock of Metropolitan Computing
        Corp. (“MCC”) for a total of $800,000 from its current owner and President,
        Michael Levin (“Seller”). MCC was established in 1985 and is active in the
        design, development, and marketing of instrumentation equipment for the
        pharmaceutical industry. The MCC product line includes transducers for measuring
        compression and other forces on tablet press machines, as well as sensors
        for
        torque or power consumption on mixing and granulating equipment.
    F-13
 BEDMINSTER
          NATIONAL CORP.
 (A
          DEVELOPMENT STAGE COMPANY)
 NOTES
          TO
          FINANCIAL STATEMENTS
 AS
          OF
          DECEMBER 31, 2006
  MCC
        serves all market segments of instrumentation and data acquisition systems
        for
        pharmaceutical solid dosage research and development (R&D), scale-up and
        production. MCC already has a substantial user base including such Fortune
        500
        companies as American Home Products, Amgen, Abbott Labs, BASF, Bristol-Myers
        Squibb, Dow Chemical, Hoffman-La Roche, Merck, Novartis, Pfizer, Searle,
        SmithKline Beecham, and many others. MCC annual sales are growing and are
        about
        $2 million (unaudited) for year end 2006 and the company is profitable. MCC
        offices are located at 6 Great Meadow Lane, East Hanover, New Jersey 07936
        and
        its telephone number is: (973) 887-7800 and web site:
        www.mcc-online.com.
 
 The
        purchase price will be paid to the Seller in cash at closing (the “Closing”)
        however the Seller will lend $200,000 of the proceeds directly to MCC (“Loan”).
        The Loan will be unsecured and subordinated to all other debt and repaid
        from
        time to time over 5 years with 8% interest solely from the profits of MCC;
        however any outstanding amount due at the fifth anniversary will be forfeited
        and the Loan terminated. The Registrant will also provide a revolving credit
        line (“Line”) to MCC at Closing of four hundred thousand dollars ($400,000). The
        Line will provide for an interest rate of 8%, and interest and principal
        will be
        repaid annually. The Line will be secured by a pledge by the Seller of all
        of
        the shares of common stock continued to be held by the Seller after the Closing
        (the “Seller Shares”) and released upon full repayment of the Line. At any time
        after the third anniversary of the Closing provided that the Line has been
        repaid, the Seller may put the Seller Shares to the Registrant and the
        Registrant must purchase the Seller Shares at the Put Price. The Put Price
        is
        the per share amount based upon the average of two most recent years of MCC’s
        audited annual EBITDA multiplied by six (6) or $200,000, whichever is greater
        (the “Put Amount”). The Put Amount will be paid to the Seller in cash in three
        (3) equal annual payments. Also , the Registrant will enter into an Employment
        Agreement with the Seller which will provide for a five (5) year term and
        have
        mutually agreed to salary, benefits and other standard provisions including
        a
        non-compete clause .
 
 ***(B)
        New Subsidiary***
 
 In
        January 18, 2007, the Company established two wholly owned subsidiaries
        (Bedminster Capital Corp. a real estate management company and Bedminster
        Financial Corp an investment management company) in the State of
        Nevada.
 
 ***(C)
        Issuance of Common Stock for Services***
 
 On
        February 2, 2007, 50,000 shares with a fair value $5,000 of Class A common
        stock
        was issued to two principals of our investor relations firm of Booke and
        Company
        for services rendered.






F-14


**Item
        8. **Changes
        In and Disagreements With Accountants on Accounting and Financial
        Disclosure.****


None.




**Item
        8A. **Controls
        and Procedures.****


**Evaluation
      of Disclosure Controls and Procedures**





Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of December 31, 2006. Based
      on this evaluation, our principal executive officer and principal financial
      officer have concluded that our disclosure controls and procedures are effective
      to ensure that information required to be disclosed by us in the reports we
      file
      or submit under the Exchange Act is recorded, processed, summarized, and
      reported within the time periods specified in the Securities and Exchange
      Commission's rules and forms and that our disclosure and controls are designed
      to ensure that information required to be disclosed by us in the reports that
      we
      file or submit under the Exchange Act is accumulated and communicated to our
      management, including our principal executive officer and principal financial
      officer, or persons performing similar functions, as appropriate to allow timely
      decisions regarding required disclosure.





**Changes
      in Internal Controls**





There
      were no changes (including corrective actions with regard to significant
      deficiencies or material weaknesses) in our internal controls over financial
      reporting that occurred during the third quarter of fiscal 2006 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.




**Item
        8B. **Other
        Information.****


None.





**PART
      III**




**Item
        9. **Directors,
        Executive Officers, Promoters and Control Persons; Compliance with Section
        16(a)
        of the Exchange Act.****




The
      following table sets forth the name and age of our sole executive officer and
      director.





**Name**
            
            **Age**
            
            **Position**
            
            **Date
                of Appointment**Paul
                Patrizio
            
            49
            
            President,
                Chief Executive Officer, Chief Financial Officer, Chairman
            
            April
                2005





Set
      forth below is a brief description of the background and business experience
      of
      our sole executive officer and director for the past five years.





**Paul
      Patrizio**





Paul
      Patrizio has been the President, Chief Executive Officer, Chief Financial
      Officer, Chairman of the Board of Directors since inception in April 2005.
      Mr. Patrizio has been Chairman and the principal stockholder of Apogee
      Holdings Inc. and Apogee Partners Ltd., private investment companies
      (collectively “Apogee”), since 1999. From 1999 to 2005 Apogee has provided
      investment capital and consulting services with respect to management, financing
      and development matters to various small and medium sized companies.


15


Prior
      to
      Apogee, he was a Senior Managing Director and partner at Angel Investments
      LLC,
      an investment banking firm and registered broker-dealer based in New York City
      which where he specialized in corporate and securities matters . Prior to Angel,
      Mr. Patrizio was a partner in a New York City law firm where he specialized
      in corporate and securities matters. From July 2004 to March 2005,
      Mr. Patrizio was the Chairman and Chief Financial Officer of Somerset
      International Group Inc. a public company (OTC:SOSI) which is currently a
      holding company for Secure Systems, Inc. a wireless security company. From
      July
      2000 until July 2002, Mr. Patrizio was Chairman of Teleservices Group Inc.,
      a company which installed and maintained telecommunications equipment.
      Mr. Patrizio was also a director of Berliner Communications Inc.
      (OTCBB:BERL), a wireless communications infrastructure provider from June 2000
      until December 2001.




**Term
      of Office**




Our
      directors are appointed for a one-year term to hold office until the next annual
      general meeting of our shareholders or until removed from office in accordance
      with our bylaws. Our officers are appointed by our board of directors and hold
      office until removed by the board.





**Significant
      Employees**





None.





**Family
      Relationships**





No
      family
      relationships exist among our directors or executive officers.





**Involvement
      in Certain Legal Proceedings**




To
      our
      knowledge, during
      the past five years, none of our directors, executive officers, promoters,
      control persons, or nominees has been:




•
            the
                subject of any bankruptcy petition filed by or against any business
                of
                which such person was a general partner or executive officer either
                at the
                time of the bankruptcy or within two years prior to that time;





•
            convicted
                in a criminal proceeding or is subject to a pending criminal proceeding
                (excluding traffic violations and other minor offenses);





•
            subject
                to any order, judgment, or decree, not subsequently reversed, suspended
                or
                vacated, of any court of competent jurisdiction, permanently or
                temporarily enjoining, barring, suspending or otherwise limiting
                his
                involvement in any type of business, securities or banking activities;
                or





•
            found
                by a court of competent jurisdiction (in a civil action), the Commission
                or the Commodity Futures Trading Commission to have violated a federal
                or
                state securities or commodities law.





**Code
      of Ethics**





We
      have
      adopted a Code of Ethics applicable to our Chief Executive Officer and Chief
      Financial Officer. This Code of Ethics is filed herewith as an
      exhibit.





**Compliance
      with Section 16(a) of the Exchange Act**




Section
      16(a) of the Securities Exchange Act of 1934 requires the Company's officers
      and
      directors, and persons who own more than 10 percent of a registered class of
      the
      Company's equity securities, to file reports of ownership and changes in
      ownership with the Securities and Exchange Commission (SEC). Officers,
      directors, and greater than 10 percent stockholders are required by SEC
      regulation to furnish the Company with copies of all Section 16(a) forms they
      file.






16





To
      the
      Company's knowledge, based solely on a review of the copies of such reports
      furnished to the Company, all reports under Section 16(a) required to be filed
      by its officers and directors and greater than ten percent beneficial owners
      were timely filed as of the date of this filing.




**Item
        10. **Executive
        Compensation.****




**Compensation
      of Executive Officers**




The
      following summary compensation table sets forth all compensation awarded to,
      earned by, or paid to the named executive officers paid by us during the fiscal
      years ended December 31, 2006 and 2005 in all capacities for the accounts of
      our
      executives, including the Chief Executive Officer (CEO) and Chief Financial
      Officer (CFO):





**SUMMARY
      COMPENSATION TABLE**





**Name
                and Principal Position**
            
            
            **Year**
            
            
            **Salary**
              **($)**
            
            
            **Bonus**
              **($)**
            
            
            **Stock
                Awards**
              **($)**
            
            
            **Option
                Awards**
              **($)**
            
            
            **Non-Equity
                Incentive Plan Compensation ($)**
            
            
            **Non-Qualified
                Deferred Compensation Earnings**
              **($)**
            
            
            **All
                Other Compensation**
              **($)**
            
            **Totals**
              **($)**Paul
                Patrizio,(1)
              President,
                Chief
            
            
            2006
            
            $
            173,067
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            (2)
            $
            173,067Executive
                Officer,
            
            
            2005
            
            $
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            0
            
            
            (2)
            $
            0Chief
                Financial Officer





(1)
            Since
                May 1, 2006, Mr. Patrizio has received $173,067 in salary pursuant
                to his
                employment agreement with us.(2)
            Pursuant
                to his employment agreement with us, Mr. Patrizio receives a $600
                per
                month automobile allowance, $100 cellular telephone allowance, a
                $200 home
                office allowance and a professional fee allowance of $100 per month.
                He
                also earns an annual bonus of 10% of the annual adjusted EBITDA earnings
                which will be paid 65% in cash and 35% in common shares - A class
                at the
                annual average stock price. He is also entitled to all employee benefits
                and life insurance in the amount of
                $3,000,000.





**Outstanding
      Equity Awards at Fiscal Year-End Table.** There
      were no individual grants of stock options to purchase our common stock made
      to
      the named executive officers in the Summary Compensation Table during the fiscal
      year ended December 31, 2006, and the subsequent period up to the date of the
      filing of this prospectus.




**Employment
      Agreements**




We
      entered into an employment agreement with Paul Patrizio, our sole officer and
      director, which became effective on May 1, 2006. The employment agreement has
      a
      term of nine (9) years and calls for an annual salary of $250,000 (which amount
      shall be increased by $35,000 when and if our revenues, based on the trailing
      twelve months over per forma basis, exceed $10,000,000 and there after increase
      by an additional $25,000 for each proforma revenue increase of $10,000,000),
      which salary shall increase by no less then 5% annually. In the event of
      termination of employment without cause, the agreement provides that we shall
      pay severance equaling the greater of the balance of the term of the agreement
      or one year’s salary. In addition, Mr. Patrizio will receive a $600 per month
      automobile allowance, $100 cellular telephone allowance, a $200 home office
      allowance and a professional fee allowance of $100 per month. Mr. Patrizio
      also
      earns an annual bonus of 10% of the annual adjusted EBITDA earnings which can
      be
      paid 65% in cash and 35% in common shares - A class at the annual average stock
      price. He is also entitled to all employee benefits and life insurance in the
      amount of $3,000,000. The agreement also calls for Mr. Patrizio to receive
      a
      lump sum payment of 300% of his annual salary upon death or termination during
      the term of the agreement.






17




**Compensation
      of Directors**




For
      the
      fiscal year ended December 31, 2006, we did not compensate our directors for
      their services.




**Item
        11. **Security
        Ownership of Certain Beneficial Owners and Management and Related Stockholder
        Matters.****




The
      following table sets forth certain information regarding the ownership of our
      capital stock, as of February 15, 2007, for: (i) each director; (ii) each person
      who is known to us to be the beneficial owner of more than 5%of our outstanding
      common stock; (iii) each of our executive officers named in the Summary
      Compensation Table; and (iv) all of our current executive officers and directors
      of as a group. Except as otherwise indicated in the footnotes, all information
      with respect to share ownership and voting and investment power has been
      furnished to us by the persons listed. Except as otherwise indicated in the
      footnotes, each person listed has sole voting power with respect to the shares
      shown as beneficially owned.





**Title
                of Class**
            
            **Name
                and Address of Beneficial Owner**
            
            **Amount
                and Nature of Beneficial Ownership**
            
            **Percent
                of Class****(2)**Class
                A Common Stock
            
            Paul
                Patrizio(1)
            
            5,000,000
            
            77.91%**Class
                A Common Stock**
            
            **All
                officers and directors as a group (1 in number)**
            
            **5,000,000**
            
            **77.91%**Class
                B Common Stock
            
            Paul
                Patrizio(1)
            
            2,000,000
            
            92.76%**Class
                B Common Stock**
            
            **All
                officers and directors as a group (1 in number)**
            
            **2,000,000**
            
            **92.76%**





(1) The
      person listed is an officer and/or director of the Company and the address
      for
      each beneficial owner is 90 Washington Valley Road, Bedminster, NJ
      07921.





(2) Based
      on
      6,418,900 shares of Class A Common Stock issued and outstanding, and 2,156,000
      shares of Class B Common Stock issued and outstanding as of February 14, 2007.
      The shares of Class A Common Stock have no voting rights. The shares of Class
      B
      Common Stock have voting rights.




**Item
        12. **Certain
        Relationships and Related
        Transactions.****


Paul
      Patrizio, our sole officer, director and founder is deemed to be our promoter.
      We were formed on April 22, 2005 and 5,000,000 shares of common stock were
      issued to Paul Patrizio for $5,000 as founders shares. Based upon the
      reclassification of our common stock, on September 12, 2005, Mr. Patrizio
      received one share of Class A common stock and 2/5 of a share of Class B common
      stock for each common share held. Therefore, Mr. Patrizio currently holds a
      total of 5,000,000 shares of our Class A common stock and 2,000,000 shares
      of
      our Class B common stock. Other than the share issuance set forth herein there
      have been no other transactions with our promoters.





On
      October 4, 2006, the Board of Directors agreed to pay to Apogee Partners Ltd.
      a
      fee of $200,000 in cash for arranging the Dutchess Equity Line. A portion of
      such fee shall be paid from time to time only when the Board of Directors
      determines the Company has sufficient operating funds and only when there is
      an
      amount of operating funds remaining after such payment equal to any such
      payment. During 2006, $5,000 of this fee was paid to Apogee. Apogee is
      affiliated with Mr. Patrizio.




18


**Item
        13. **Exhibits.****


**Exhibit No.**
            
            **Title
                of Document**
            
            **Location**3.1.1
            
            Articles
                of Incorporation
            
            Incorporated
                by reference to Amendment No. 1 to Form SB-2 filed on September 16,
                20053.1.2
            
            Amendment
                to Articles of Incorporation
            
            Incorporated
                by reference to Amendment No. 2 to Form SB-2 filed on November 16,
                20053.2
            
            Bylaws
            
            Incorporated
                by reference to Amendment No. 1 to Form SB-2 filed on September 16,
                200510.1
            
            Investment
                Agreement dated June 29, 2006 by and between the Company and Dutchess
                Private Equities Fund II, LLP
            
            Incorporated
                by reference to Form SB-2 filed on August 31, 200610.2
            
            Registration
                Rights Agreement dated June 29, 2006 by and between the Company and
                Dutchess Private Equities Fund II, LLP
            
            Incorporated
                by reference to Form SB-2 filed on August 31, 200610.3
            
            Consulting
                Agreement between the Company and Greenwich Solutions, Inc. dated
                November
                2, 2005
            
            Incorporated
                by reference to Amendment No. 2 to Form SB-2 filed on November 16,
                200510.4
            
            Consulting
                Agreement between the Company and Animagic Entertainment Group, Inc.
                dated
                May 1, 2005
            
            Incorporated
                by reference to Amendment No. 2 to Form SB-2 filed on November 16,
                200510.5
            
            Line
                of Credit Agreement with Signature Bank of New York
            
            Incorporated
                by reference to Amendment No. 5 to Form SB-2 filed on March 6,
                200610.6
            
            Employment
                Agreement
            
            Incorporated
                by reference to Form SB-2 filed on August 31, 200610.7
            
            Bank
                of New York Loan
            
            Incorporated
                by reference to Form SB-2 filed on August 31, 200621
            
            Subsidiaries
            
            Incorporated
                by reference to Amendment No. 3 to Form SB-2 filed on December 28,
                200531.1
            
            Certification
                of Chief Executive Officer Pursuant to Rule 13a-14(a) of the
                Securities Exchange Act of 1934
            
            Filed
                herewith32.1
            
            Certification
                of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as
                adopted
                pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
            
            Filed
                herewith




**Item
        14. **Principal
        Accounting Fees and Services.****




**Audit
      Fees**




For
        our fiscal year
        ended December 31, 2006, we were billed approximately $13,400 for professional
        services rendered for the audit and reviews of our financial statements.
        For our
        fiscal year ended December 31, 2005, we were billed approximately $6,700
        for
        professional services rendered for the audit and reviews of our financial
        statements.


19




**Tax
      Fees**




For
      our
      fiscal years ended December 31, 2006 and 2005, we were not billed for
      professional services rendered for tax compliance, tax advice, and tax
      planning.




**All
      Other Fees**




The
      Company did not incur any other fees related to services rendered by our
      principal accountant for the fiscal years ended December 31, 2006 and
      2005.





**SIGNATURES**




In
      accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.




**BEDMINSTER
                NATIONAL CORP.**By:
            */s/
                Paul Patrizio*PAUL
                PATRIZIOPresident,
                Chief Executive Officer,
              Chief
                Financial OfficerDate:
            February
                15, 2007





In
      accordance with the Exchange Act, this report has been signed below by the
      following persons on behalf of the registrant and in the capacities and on
      the
      dates indicated.





**Name**
            
            **Title**
            
            **Date***/s/
                Paul Patrizio*
            
            President,
                Chief Executive Officer,
            
            February
                15, 2007PAUL
                PATRIZIO
            
            Chief
                Financial Officer