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, 2007




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 000-52191




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 registeredNone
            NoneSecurities
      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  o No x
 
 State
issuer’s revenues for its most recent fiscal year. $717,334
  Aggregate
market value of the Class A Common Stock held by non-affiliates of the Company
as of December 31, 2007: $
94,618
  Number of
shares of the registrant’s common stock outstanding as of April 11,
2008:  9,730,900 shares of Class A Common Stock and 2,154,000 shares
of Class B Common Stock.


1





TABLE OF CONTENTS








Part
      IItem
      1.
            Description
      of Business.
            3Item
      2.
            Description
      of Property.
            8Item
      3.
            Legal
      Proceedings.
            8Item
      4.
            Submission
      of Matters to a Vote of Security Holders.
            8Part
      IIItem
      5.
            Market
      for Common Equity and Related Stockholder Matters.
            9Item
      6.
            Management’s
      Discussion and Analysis or Plan of Operations.
            10Item
      7.
            Financial
      Statements.
            16Item
      8.
            Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.
            17Item
      8A.
            Controls
      and Procedures.
            17Item
      8B.
            Other
      Information.
            18Part
      IIIItem
      9.
            Directors,
      Executive Officers, Promoters and Control Persons; Compliance with Section
      16(a) of the Exchange Act.
            18Item
      10.
            Executive
      Compensation.
            19Item
      11.
            Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.
            20Item
      12.
            Certain
      Relationships and Related Transactions.
            20Item
      13.
            Exhibits.
            21Item
      14.
            Principal
      Accountant Fees and Services.
            21Signatures
            
            22





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.
 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
  Bedminster
National Corporation (“Bedminster” or the “Company”) was incorporated in
Delaware on April 22, 2005 and reincorporated in Nevada in January
2006.  The Company began by providing management consulting services
to third party companies, but is currently a holding company seeking to create
stockholder value through ownership and management of operating businesses to
whom we can provide growth capital and strategic management
expertise.  Each operating entity will function in an entrepreneurial
environment as quasi-autonomous enterprises and we will partner with the
management teams of each subsidiary to motivate them to enhance the performance
of the operating business.
 
 The
Company intends to seek acquisition opportunities in any industry, primarily
looking for companies that are in need of growth capital and are being sold at
attractive prices, but specifically where there is an opportunity to partner
with operating management.  Accordingly, we intend to delegate
responsibilities for managing each acquired subsidiary to competent and
motivated managers at our operating subsidiaries, set management goals for our
operating units, ensure that our managers are provided with incentives to meet
these goals, and monitor their progress.  We do not intend to use any
equity or debt raised in order to build significant infrastructure for any of
our acquired subsidiaries, but will deploy some capital to enhance their growth
if necessary.  In identifying possible acquisitions, we intend to seek
assets and companies that are selling at what we believe to be attractive
prices.
  On July
3, 2007, we entered into a Stock Purchase Agreement (“Agreement”) with
Metropolitan Computing Corporation, a New Jersey Corporation (“MCC”) and Michael
Levin (“Seller”), in which we acquired eighty (80%) percent of the issued and
outstanding shares of MCC.  Pursuant to the Agreement, MCC became a
subsidiary of the Company.










3




The
closing of the transaction described in the Agreement was subject to customary
closing conditions, including the delivery of audited financial statements by
MCC.  In consideration for the purchase of the shares of MCC, we paid
a total of Eight Hundred Thousand Dollars ($800,000.00) plus 1,000,000
shares of our Class A Common Stock; provided, however, that such Purchase Price
will be adjusted in accordance with terms of the
Agreement.  We paid the Purchase Price in the following manner:
(i) Three Hundred Thousand and 00/100 Dollars ($300,000.00) at Closing, and (ii)
Three Hundred Thousand and 00/100 Dollars ($300,000.00) by a Buyer
Promissory Note delivered at the Closing, and (iii) an aggregate of Two Hundred
Thousand and 00/100 Dollars and 1,000,000 shares of the Class A Common
Stock to be earned by Seller and paid by Buyer in accordance with the
Agreement.  At December 31, 2007, the Company does not anticipate the
seller earning these additional amounts due under contract and has accordingly
not recorded the contingent purchase price.  The Company used the
proceeds from the July 3, 2007 Promissory Note with Dutchess Private
Equities Fund, Ltd. for the initial payment to
Seller.
 
 On July
3, 2007, we issued a promissory note to Dutchess Private Equities Fund, Ltd.
(the “Investor” or “Dutchess”) for $1,375,000 (“Face Amount”) which has a
two-year term and bears annual interest at 12%.  The closing of and
release of proceeds of the Promissory Note were subject to our completion of the
acquisition of MCC and the transaction closed simultaneously. Pursuant to this
Note, we are required to make mandatory payments to the Investor in the amount
of $20,000 upon closing of the funding and then $30,000 on August 1, 2007,
$40,000 on September 1, 2007, $50,000 per month for October 1, 2007 through June
1, 2008 and then $70,000 each month beginning July 1, 2008 until the face amount
of the loan is paid in full.  In the event of default of this
Note, the Investor may declare the entire unpaid principal balance of this
Note, together with interest accrued, immediately due and payable at the place
of payment, without presentment, protest, notice or demand, all of which are
expressly waived.  In addition, pursuant to the Note with the
Investor, we issued 1,875,000 shares of Class A Common Stock and we paid
fees of $100,000, which was deducted from the proceeds of the
Note.  The terms of this Note were amended in January
2008.  See subsequent events for additional details of
amendment.
 We also provided a revolving credit
line (“Line”) to MCC at closing of four hundred thousand dollars
($400,000).  The Line provides for an interest rate of eight (8%)
percent, and interest and principal will be repaid to the Company
annually. At any time after the third anniversary of the Closing, provided
that the Line has been repaid, Seller may put his remaining shares of MCC
(“Sellers’ Shares”) to us and we must purchase Seller’s 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)
and divided by five (5) or $200,000, whichever is greater (the “Put
Amount”).  The Put Amount will be paid to Seller in cash in three (3)
equal annual payments.  Also, we entered into an employment agreement
with Seller, which provides for a five (5) year term and a mutually-agreed
upon salary,  benefits and other standard provisions including a
non-compete clause.
 
 METROPOLITAN
COMPUTING CORPORATION
 
 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
offices are located at 6 Great Meadow Lane, East Hanover, New Jersey 07936, its
telephone number is (973) 887-7800 and its web site is: www.mcc-online.com.
  Products
and Services
 
 MCC is an
industry recognized expert in precision instrumentation, specializing in solid
dosage form equipment.  MCC has developed an instrumentation
laboratory to create original designs of transducers that are considered the
best in the industry.  MCC uses the most advanced hardware and
software available to create and optimize new products.  MCC has
established continual customer service and support that aims for complete
customer satisfaction.  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.  The
product lines developed by MCC includes:
 
 Instrumentation
 
 Instrumentation
is custom-made precision sensors that measure force, torque, speed, distance,
temperature, moisture, pressure, and displacement.  These transducers
can be installed on various machines such as tablet presses, roller compactors
and mixers-granulators.
 
 Advanced Instrumentation
Monitor (AIM)
 
 A data
acquisition system designed specifically for development of tablets and
capsules.  It includes transducers, amplifiers, a computer and
software.  The system is mobile and can be moved between different
types of instrumented equipment.  Each system can be custom tailored
to match customer specific needs with the choice of Tablet Press,
Mixer-Granulator, Encapsulator, and Batch Recorder modules.








4




The
PressterTM
 
 A unique
patented high speed tablet press simulator or replicator for product development
and scale-up of tablets. Over the last 6 years, MCC has sold 11 Presster
machines at an average price of about $300,000.
 
 Tablet Press Controller
(TPC)
 
 A generic
device that maintains tablet weight within the prescribed limits.  TPC
can be retrofitted to work with virtually any brand or model of the tablet
press.  Moreover, multiple TPCs can be tied together into one
supervisory control node (unique MCC concept).
 
 Technical
Services
 
 -
              Customer
      Support features a unique audit trail and a long distance technical
      support via high-speed modem or Internet.-
              Transducer
      Calibration Service is available for sensors made either by MCC or by
      other vendors.-
              Transducer
      and System Maintenance contracts include free repair or replacement of any
      defective or damaged components, free software upgrades, and unlimited
      telephone and modem support.-
              Validation
      and Documentation Service follows the FDA guidelines and includes written
      records of calibration, inspections, standard operating procedures, system
      specifications, user requirements, program flow charts, description of
      variables and algorithms, unit conversion factors, bug and enhancement
      reports, installation qualification, operational qualification, and
      development history.
 
 Management
 
 MCC
currently has 12 full-time employees. Among them are:
 
 Michael
Levin, Ph. D. is the President and CEO of MCC, providing overall management and
planning.  Prior to forming MCC in 1985, Dr. Levin was a consultant to
pharmaceutical companies such as Merck, Sandoz (presently Novartis), and
Warner-Lambert. He received his Ph.D. in BioMathematics (1980) from University
of Washington in Seattle.  He is a member of the American Association
of Pharmaceutical Scientists (AAPS), International Society for Pharmaceutical
Engineering (ISPE), and Biomedical Engineering Society (BMES).
 
 Sean
Murphy, VP Operations, Sales & Marketing, is responsible for most MCC sales,
having almost 10 years of experience in industrial sales.  He is in
charge of day-to-day marketing and sales activities, identifying target markets,
supervising advertising and trade shows, developing and implementing marketing
strategies and promotional activities, sales force training and
allocation.
  Al Katz,
Sales Engineer is primarily responsible for internal sales and marketing and has
25 years of experience in sales and marketing in various
industries.
 
 Lev
Tsygan, Project Engineer, is the head of the Mechanical Engineering Department,
with over 30 years of experience as a Mechanical Engineer.
 
 Anatoly
Bezrodnykh, Sr. Instrumentation Engineer, is heading the Electronics and
Computer Hardware department, with 18 years of experience in Applied Physics,
Electronics and Instrumentation fields.
 
 Sergey
Kondratiev, the Project Manager, is an expert in System Analysis and Networking,
as well as the Validation Compliance Officer.  He has 17 years of
experience in various engineering and documentation fields.
 
 Market
and Business Opportunities
 
 There are
almost 2,000 pharmaceutical companies in the world, and more than half of them
are in the U.S.  Most of these companies have a Research and
Development department, where initial compounds are formulated, a pilot lab
where compounds are scaled-up, and a production facility where the pills are
mass-produced.
 
 MCC
products will address the three pharmaceutical market segments:
 
 1.
Pharmaceutical R&D Market.
 
 The
annual volume of Research and Development-grade instrumentation purchased by
pharmaceutical solid dosage development groups in U.S. is currently estimated at
approximately $25 million ($50 million worldwide).  This number is
going to increase exponentially as the scientific product development methods
gain recognition and since the introduction of the PAT (Process Analytical
Technology) initiative by FDA (Food and Drug Administration).  MCC
intends to be the market leader in this area.







5




2.
Pharmaceutical Scale-Up Market.
 
 This
market is underdeveloped.  MCC has gained recognition as a scale-up
expert and intends to become a major player in this field with its unique
solutions to problems associated with the manufacturing to tablets during a
scale-up.  In order to understand the existing problems in
pharmaceutical tableting scale-up, one has to remember that any new drug that
comes in a powder form is initially available in very small
quantities.  To optimize a tablet in the early development stages,
formulators use small tablet presses that do not require large amounts of very
expensive API (Active Pharmaceutical Ingredients).  The problem is
that these tablet presses are very slow compared to large rotary production
presses.  As a “perfect” formulation is scaled up to high-speed
production, it often causes problems such as inadequate hardness, friability,
and dissolution that are attributable to the speed of compaction.  One
of the many reasons why the overall efficiency of the pharmaceutical industry is
about 15% is that tablets may  need to be returned to R&D for
“re-formulation,” resulting in millions of dollars in additional
expenditures.
 
 3.
Pharmaceutical Production Market
 
 This
market is highly regulated.  The quality control issues, specifically
tablet weight control requirements, are becoming the major concerns of any
pharmaceutical production facility.  The market for tablet press
controllers is estimated to be many times that of R&D press
instrumentation.  MCC products will also be marketed
internationally.  Although Europe and Japan are trailing the United
States in the level of solid dosage equipment instrumentation, these
geographical areas are rapidly becoming more sophisticated.  Asia and
Latin America markets are not far behind.  MCC has recently entered
into an agreement to supply monitoring and control equipment to a major tablet
press manufacturers in Taiwan and Japan, and is currently discussing similar
deals with Indian and Korean manufacturers.
 
 4.  Other
Markets
 
 A growing
number of "nutraceutical" and vitamin companies can use generic tablet press
controllers that are built by MCC.  Long range markets include
industries other than pharmaceutical companies.  Chemical companies,
cosmetics companies and the food industry all use mixing processes can benefit
from MCC monitoring technology.  There is a growing number of chemical
companies that supply excipients to the pharmaceutical industry, and, as a rule,
they have to use tablet presses for excipient evaluation.
  Competition
  We face
intense competition from other vendors that have substantially greater resources
than us.
  Patent and
Trademarks
  Our
subsidiary, MCC, owns several patents with respect to their products, which we
believe provide adequate protection of their intellectual property
rights.
  Governmental
Regulations
  There are
no governmental approvals necessary to conduct our current business and we are
not generally subject to any governmental regulation.  Although the
absence of a government approval process permits us to provide our products and
services without the time and expense of governmental supervision and oversight,
it also allows competitors to more easily enter this business
market.
  Employees
  We
currently have one employee and MCC has 12 employees.
 
 Subsequent
Events
 
 On
January 14, 2008, the Company entered into an amendment to its (i) Promissory
Note dated June 26, 2007 between Dutchess Private Equities Fund, Ltd.
(“Promissory Note”); and (ii) the Security Agreement dated June 26, 2007 between
Dutchess, the Company and Metropolitan Computing Corp. (“MCC”) (collectively,
the “Agreements”).  Pursuant to the amendment the parties agreed to
the following:
  1.
              The
      Agreements remain in full force and effect, except as set forth below, and
      any other financing agreements between Dutchess and Bedminster remain in
      full force and effect and are not effected in any way by this
      Amendment.
  2.
              Bedminster
      shall provide a warrant to Dutchess to purchase up to 8,584,000 shares of
      common stock with an exercise price of
par.




6




3.
              Paul
      Patrizio, and those entities under the control of Mr. Patrizio, pledged
      all Bedminster shares held by them, (the “Shares”), to
      Dutchess.
  4.
              Bedminster
      acknowledges that it has failed to make at least three required payments
      under the Promissory Note, totaling approximately $147,005, and that its
      current indebtedness to Dutchess is approximately $1,327,611 as of January
      10, 2008.
  5.
              Bedminster
      shall timely make the payments set forth below to Dutchess with monthly
      payments due on or before the first day of each
  month:
   January
      15, 2008
              Five
      thousand dollars ($5,000)/monthFebruary
      1, 2008 – April 1, 2008
              Five
      thousand dollars ($5,000)/monthMay
      1, 2008 – June 1, 2008
              Interest
      only payments based upon outstanding principal on the Promissory
      Note/monthJuly
      1, 2008 – December 1, 2008
              Twenty-five
      thousand dollars ($25,000)/monthJanuary
      1, 2009 – March 1, 2009
              Forty
      thousand dollars ($40,000)/monthApril
      1, 2009 – June 1, 2009
              Fifty
      thousand dollars ($50,000)/monthJuly
      1, 2009 and each month
              Seventy
      thousand dollars ($70,000)/monththereafter
      until the Face Amount is paid in full
   6.
              If,
      at any time after Closing, the Company receives financing from a third
      party (excluding Dutchess), the Company is required to pay to Dutchess
      twenty percent (20%) of the proceeds raised from the third party up to an
      aggregate amount of $3,000,000 (the “Threshold Amount”), and 100% of the
      proceeds raised from the third party in excess of the Threshold
      Amount.  The Company agrees to pay twenty percent (20%) of any
      proceeds raised by the Company up to the Threshold Amount and one hundred
      percent (100%) of any proceeds raised by the Company in excess of the
      Threshold Amount toward the Accelerated Repayment of the Promissory Note
      with Interest until such time as the Face Amount of the Promissory Note,
      including accrued interest and penalties, has been paid in
      full.
 
  7.
              The
      Company and Patrizio acknowledge that the failure to meet any of the
      obligations as described herein constitutes an Event of Default under the
      Agreements, and that in the Event of Default, the Escrow Agent shall be
      obligated to deliver the Shares to
Dutchess.
  Letter
of Intent
 
 On
February 29, 2008, the Company entered into a Letter of Intent to acquire eighty
(80%) percent of the outstanding shares of another company for approximately
$16,000,000 to be paid in a combination of cash, mandatory redeemable
convertible preferred stock and an earn-out by the Seller pursuant to which the
Seller will receive an additional twenty (20%) percent of distributions made by
the acquired company as an earnout.
  At any
time after the fifth anniversary of the Closing, the Seller may put the balance
of his shares to the Company and the Company must purchase the Seller’s
Shares.  Also, the Company will enter into an Employment
Agreement with the Seller, which will provide for a five (5) year term
and a mutually agreed-upon salary, benefits and other standard provisions
including a non-compete clause.
 
 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.
 
 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 BCC's properties will be managed by
professional third-party property management companies.










7




Bedminster
Financial Corp. (BFC)
 
 BFC
intends to acquire subsidiaries that will manage investment assets and provide
trust services.  BFC subsidiaries 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.
  Effective
September 10, 2007, we spun-off the shares of Bedminster Financial Corp. and
Bedminster Capital Corp. to our shareholders of record as of August 31, 2007. As
a result of the spin-off, holders of its Class A and Class B Common
stock  received one share of Bedminster Capital and Bedminster
Financial Class A and Class B common stock for every share of Bedminster
National Class A and Class B common stock held on the record date.
  Item
2.                      
Description of Property.
  Our
executive offices are located at 90 Washington Valley Road, Bedminster, New
Jersey 07921.  The Company is provided with space at this location by
an unrelated third party, 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 $1,500 per month. In
addition, MCC rents spacelocated at Six Great Meadow Lane, East Hanover,
New Jersey for approximately $5,500 a 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.
 
 None.
 
 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
      BidYEAR 2007
                
                High
      Bid
                
                
                Low
      Bid1st Quarter Ended March 31
                
                $
                0.12
                
                
                $
                0.552nd Quarter Ended June 30
                
                $
                0.15
                
                
                $
                0.253rd Quarter Ended September 30
                
                $
                0.18
                
                
                $
                0.284th Quarter Ended December 31
                
                $
                0.02
                
                
                $
                0.20
  Closing
      BidYEAR 2006
                
                High
      Bid
                
                
                Low
      Bid3rd Quarter Ended September 30
                
                $
                0.30
                
                
                $
                0.054th Quarter Ended December 31
                
                $
                0.55
                
                
                $
                0.11
  Holders
  As of
April 11, 2008, the Company had 50 shareholders of record of our Class A
Common Stock, holding 9,730,900 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
 
 On
February 12, 2007, we issued a total of 50,000 Class A common shares to the
following: Gerald Amato-46,500 shares and Stephen Booke-3,500 shares for
consulting services rendered.  These shares were issued in reliance on
the exemption under Section 4(2) of the Securities Act of 1933, as amended (the
“Act”).
  During
the second quarter of 2007, the Company issued 150,000 shares of Class A common
stock to the convertible note purchasers in a private offering for
$125,000.  The Company also issued 30,000 shares of Class A Common
Stock to Eric Anderson for consulting services rendered.  In addition,
one shareholder converted 2,000 Class B shares into 2,000 Class A
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.  During August
2007, the Company issued 250,000 shares of Class A stock for consulting
services.  In addition, the Company issued 50,000 shares of Class A
stock to Anslow & Jaclin, LLP in consideration for services
rendered.  Such shares were issued pursuant to an exemption from
registration at Section 4(2) of the Securities Act of 1933.
  During
September 2007, the Company issued 275,000 shares of Class A stock with a fair
value of $68,750 in exchange for one year extension on the convertible
notes payable.  Such shares were issued pursuant to an exemption from
registration at Section 4(2) of the Securities Act of 1933.
 
 In
addition, pursuant to the transaction with Dutchess, we issued 1,875,000 shares
of Class A Common Stock with a fair value of $197,000 and paid fees of
$100,000 which were deducted from the proceeds of the Note.  Such
shares were issued pursuant to an exemption from registration at Section 4(2) of
the Securities Act of 1933.




9


During
October 2007, the Company issued 200,000 shares of the Company’s Class A common
stock to the Peter Renzulli Family Trust for services
rendered.   Such shares were issued pursuant to an exemption from
registration at Section 4(2) of the Securities Act of 1933.
  During
December 2007, the Company issued 55,000 shares of the Company’s Class A common
stock to the F. Chandler Coddington Jr., IRA, Beacon Trust Company, Trustee for
a convertible note.   Such shares were issued pursuant to an
exemption from registration at Section 4(2) of the Securities Act of
1933.
 
 During
2008, the Company issued 27,500 shares of the Company’s Class A common stock
to F. Chandler Coddington Jr., IRA, Beacon Trust Company, Trustee for a
convertible note.   Such shares were issued pursuant to an
exemption from registration at Section 4(2) of the Securities Act of
1933.  In addition, the Company issued 180,000 to Dutchess in
connection with the loan.


Item
6.                      Management’s
Discussion and Analysis or Plan of Operations
 
 The
information contained in Item 2 contains forward-looking statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended. 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 report. 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.
 
 Results of
Operations
 
 For
the twelve months ended December 31, 2007 and 2006
 
 The table
below presents selected financial data for Bedminster for the past two
years.
 Results
      of OperationsFor
      The Year Ended December 31,
                
                2007
                
                
                2006Sales
                
                $
                717,334
                
                
                $
                25,500Expenses
                
                
                (1,468,527
                )
                
                
                345,634Loss
      From Operations
                
                
                (1,068,181
                )
                
                
                (320,134
                )Net
      Loss
                
                
                (1,602,529
                )
                
                
                (355,683
                )Basic
      Loss per Common Share
                
                $
                (0.17
                )
                
                $
                (0.05)
   Financial
      Position atDecember
      31,
                
                2007
                
                
                2006Total
      Assets
                
                $
                1,004,273
                
                
                $
                112,955Total
      Liabilities
                
                
                2,133,841
                
                
                
                358,304Minority
      Interest
                
                
                58,705
                
                
                
                0Stockholders
      (Deficit)
                
                $
                (1,188,273
                )
                
                $
                (245,349
                )
  General
  Prior to
July 3, 2007, all of our revenue was generated by contracts to provide
management consulting services.   On July 3, 2007, we entered
into a Stock Purchase Agreement (“Agreement”) with Metropolitan Computing
Corporation, a New Jersey Corporation (“MCC”) and Michael Levin (“Seller”) in
which we acquired eighty (80%) percent of the issued and outstanding shares of
MCC.  Pursuant to the Agreement, MCC became our
subsidiary.  The closing of the transactions described in the
Agreement was subject to customary closing conditions, including the delivery of
financial statements by MCC.  In consideration for the purchase of the
shares of MCC, we paid a total of Eight Hundred Thousand Dollars
($800,000.00) plus 1,000,000 shares of our Class A Common Stock; provided,
however, that such Purchase Price will be adjusted in accordance with terms of
the Agreement.  The Company  paid the Purchase Price in the
following manner: (i) Three Hundred Thousand and 00/100 Dollars ($300,000.00) at
Closing, and (ii) Three Hundred Thousand and 00/100 Dollars
($300,000.00) by a Buyer Promissory Note delivered at the Closing, and
(iii) an aggregate of Two Hundred Thousand and 00/100 Dollars and 1,000,000
shares of the Class A Common Stock  to be earned by Seller and paid by
Buyer in accordance with the Agreement.  The Company used the proceeds from
the July 3, 2007 Promissory Note with Dutchess Private Equities Fund, Ltd.
for the initial payment to Seller.


10


Critical
Accounting Policies and Estimates
  The
discussion and analysis of our financial condition and results of operations are
based upon our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the United States of
America and the rules and regulations of the Securities and Exchange Commission
for financial information..  The preparation of these financial
statements requires us to make estimates and judgments that affect the reported
amount of assets and liabilities, revenues and expenses, including stock issued
for services and or compensation and related disclosure on contingent assets and
liabilities at the date of our financial statements.  Actual results
may differ from these estimates under different assumptions and
conditions.  Critical accounting policies are defined as those that
are reflective of significant judgments, estimates and uncertainties and
potentially result in materially different results under different assumptions
and conditions.  For a detailed discussion on the application of these
and other accounting policies see Note 1 to our financial
statements.
 
 The
accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.  As reflected in the
accompanying financial statements, the Company has an accumulated deficit of
$2,009,878, negative working capital of $776,038, and has a negative cash flow
from operations of $1,012,658 and is in default on two notes
payable.  During 2008, management renegotiated its loan with Dutchess
Private Equities Fund, Ltd and has received a waiver through December 31, 2007
on the other loan in default.  These conditions raise 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.
 We have
not established an allowance for doubtful accounts on our accounts
receivable.  In not establishing the allowance for doubtful accounts,
we analyzed the ability to collect accounts that are large, none of which are
currently past due.  Historically, MCC has not incurred bad debt
expense and that trend is anticipated to continue.
  We write
down inventory for estimated excess or obsolete inventory equal to the
difference between the cost of inventory and the estimated market value based
upon assumptions about future demand and market conditions.  If actual
market conditions are less favorable than those projected by management,
additional inventory write-downs may be required.
  We
account for our goodwill and intangible assets pursuant to SFAS No. 142,
Goodwill and Other Intangible Assets.  Under SFAS 142, intangibles
with definite lives continue to be amortized on a straight-line basis over the
lesser of their estimated useful lives or contractual terms.  Goodwill
and intangibles with indefinite lives are evaluated at least annually for
impairment by comparing the asset’s estimated fair value with its carrying
value, based on cash flow methodology.
  Revenues
  Revenues of $717,334 for the year ended December 31, 2007 increased by
$691,834 over revenues of $25,500 during the year ended December 31, 2006.
The increase in revenues for the periods was attributable to the July 3, 2007
acquisition of MCC. Revenues for MCC, on a proforma basis, decreased $1,174,113
for the twelve months ended December 31, 2007 as compared to the twelve months
ended December 31, 2006. This was primarily attributable to a decrease in
product sales due to a general slowdown in the market.  Revenues include
fees billed for consulting services on a month to month contract. These revenues
are recognized as the services are performed.  Revenues also include
sales for pharmaceutical machines sold.  These revenues are recognized
when the machine is delivered to the customer.
  Costs and
Expenses
  Costs and
expenses for the year ended December 31, 2007 increased to $1,468,527,
representing an increase of $1,122,893 over costs and expenses of $345,634
during the year ended December 31, 2006.  The increases in costs and
expenses for the twelve month period were attributable primarily to the July 3,
2007 acquisition of MCC.
  Interest
Expense
  Interest
expense for the year ended December 31, 2007 increased to $365,664 from interest
expense of $34,799 during the year ended December 31, 2006.  This
increase is attributable to the interest on the promissory note issued in
conjunction with the July 3, 2007 acquisition of MCC.


11


Net
(Loss)
  Net Loss for the year ended December 31, 2007 increased by 1,246,846 to
$1,602,529 from $355,683 during the year ended
 
 Discontinued
Operations
 
 On January 18, 2007, Bedminster National Corp. established two wholly owned
subsidiaries (Bedminster Capital Corp, (“BCC’) a real estate management company
and Bedminster Financial Corp, (“BFC”) an investment management company) in the
State of Nevada.  On August 31, 2007, both entities were spun-off from
Bedminster National Corp. as a spin-off to shareholders.  At the time
of distribution BCC and BFC had net capital deficiencies of
$258,819.  The elimination of these net capital deficiencies was
recorded as an increase to contributed capital.




Liquidity and Capital
Resources
  The
Company is currently financing its operations primarily through cash generated
by financing activities in the form of convertible notes and equity
investments.  At December 31, 2007, the Company had cash of
$33,062.  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.
  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 June 30, 2007) on all outstanding amounts and requires monthly
payments of 1/36 of all principal amounts outstanding under the line plus
interest.
 
 In 2004,
PNC Bank approved a $50,000 line of credit for the Company’s subsidiary
(MCC).  The line provides an interest rate of .75% over Prime
(8.50 % at December 31, 2007) on all outstanding
amounts.    Such line of credit is unsecured.
 
 In 1999,
Sovereign Bank approved a $50,000 line of credit for the Company’s subsidiary
(MCC).  The line provides an interest rate of 1.49% over Prime (9.24 %
at December 31, 2007) on all outstanding amounts.   Such line of
credit is unsecured.
  In 1998,
Wachovia Bank approved a $35,000 line of credit for the Company’s subsidiary
(MCC).  The line provides an interest rate that fluctuates with the
prime rate (9.5% at December 31, 2007) on all outstanding
amounts.  Such line of credit is unsecured.
  There was
$207,553 and $52,409 outstanding as of December 31, 2007 and 2006, respectively,
on these lines of credit.  The sole officer of the Company has
personally guaranteed $100,000 of the available credit. The remaining lines are
unsecured.
 In August
2006, the Company filed a registration statement with the SEC, which was
declared effective in September 2006.  This registration statement
registered 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.
  On July
3, 2007, the Company issued to promissory note to Dutchess Private Equities
Fund, Ltd. (the “Investor” or “Dutchess”) for $1,375,000 (“Face Amount”), which
has a two-year term and bears annual interest at 12%.  The closing of
and release of proceeds of the Promissory Note were subject to our completion of
the acquisition of MCC and the transaction closed
simultaneously.  Pursuant to this Note, we are required to make
mandatory payments to the Investor in the amount of $20,000 upon closing of the
funding and then $30,000 on August 1, 2007, $40,000 on September 1, 2007,
$50,000 per month for October 1, 2007 through June 1, 2008 and then $70,000 each
month beginning July 1, 2008 until the face amount of the loan is paid in
full.  In the event of default of this Note, the Investor may
declare the entire unpaid principal balance of this Note, together with interest
accrued, immediately due and payable at the place of payment, without
presentment, protest, notice or demand, all of which are expressly
waived.   In addition, pursuant to the Note with the Investor, the
Company issued 1,875,000 shares of Class A Common Stock with a fair value of
$337,500 and paid fees of $100,000, which were deducted from the proceeds
of the Note.  As of December 31, 2007, the Company was in default on
this note; however in January, 2008 the company entered into an agreement with
Dutchess.  As of the date hereof the Company is in compliance with the
Dutchess Note.  The note payable is secured by the assets of the
Company and its subsidiary (MCC).  See
subsequent events.
 
 On July
3, 2007, the Company issued a promissory note to the principal shareholder of
MCC in the amount of $300,000 payable monthly over 36 months with an 8% interest
rate.  The Company has an outstanding balance as of December 31, 2007
of $300,000 and accrued interest amount of $3,180.   As of
December 31, 2007 the Company is in compliance with this Note.  The
note is currently in default but the Lender has waived such
default.
  During
2007 we sold 187,500 registered shares of Class A Common Stock for $29,495 to
Dutchess Private Equities Fund, LP under the Investment Agreement.
..
  During
2007, the Company entered into a convertible note transaction with stockholders
for $75,000.  In addition, during 2007 the company entered into a
$50,000 note with a current stockholder.
  We
believe we can not currently satisfy our cash requirements for the next twelve
months with our current cash and expected revenues from our subsidiary 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.  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.




12




We plan
to establish a source of revenue sufficient to cover our operating costs by
acquiring additional companies that are generating positive cash flows from
operating activities either at acquisition or projected to do so in the future,
thereby furthering the objective of becoming profitable and generating positive
cash flow from operating activities on a consolidated basis.  The
funds needed to continue operations over the next twelve months will be raised
from accredited investors and/or institutional investors as in the previous
financings.  During this period, the Company will attempt to reduce or
defer expenses until such time as the capital is available.
 
 Our need
for capital may change dramatically as a result of any additional business
acquisition or combination transaction.  There can be no assurance
that we will identify any additional suitable business, product, technology or
opportunity in the future.  Further, even if we locate a suitable
target, there can be no assurance that we would be successful in consuming any
acquisition or business consolidation on favorable terms or that we will be able
to profitably manage the business, product, or technology, if acquired or
otherwise engaged.  The Company intends to acquire cash flow positive
companies of such size or number that will allow it to continue as a going
concern.  If we are unable to obtain debt and/or equity financing on
reasonable terms, we could be forced to delay or scale back our plans for
expansion.  Consequently, there is substantial doubt about our ability
to continue as a going concern.
 
 Management
intends to ask pertinent questions of the proposed candidates or opportunities
in the course of its due diligence phase.  Management will rely
heavily on a business plan, financial statements and projections, and
management’s views of the future.  If the result of management’s due
diligence process raises serious concerns about the viability of the candidate’s
business or the integrity of the candidate’s financial statements, the candidate
would be disqualified from consideration.  If the result of
management’s due diligence process does not raise any concerns, a transaction
would be approved by the Board of Directors.  When a transaction
requires shareholder approval, a shareholder meeting must be held and a
shareholder vote taken.  A proxy statement would be mailed to each
shareholder informing them of the meeting and requesting their
vote.  However, in lieu of holding a meeting, a majority of
shareholders may sign a Shareholder’s Resolution approving such
transaction.  If a meeting is not held, an information statement must
be mailed to all of its shareholders informing them of the action taken by the
majority shareholders.
  As
reflected in the accompanying financial statements, the Company has an
accumulated deficit from inception of $1,188,273 and has a negative cash flow
from operations of $1,012,658.  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.  Our
auditors have included an explanatory paragragh to this effect in the opinion on
our December 31, 2007 financial statements
  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, the Company entered into an Investment Agreement (the “Agreement”)
with Dutchess Private Equities Fund II, LLP (“Dutchess”) to provide the Company
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.
  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.









13





During
2007 we sold 187,500 registered shares of Class A Common Stock to Dutchess
Private Equities Fund, LP under the Investment Agreement for
$29,495.
  On July
3, 2007, we entered into a Stock Purchase Agreement (“Agreement”) with
Metropolitan Computing Corporation, a New Jersey Corporation (“MCC”) and Michael
Levin (“Seller”) in which we acquired eighty (80%) percent of the issued and
outstanding shares of MCC.  Pursuant to the Agreement, MCC became our
subsidiary.  The closing of the transactions described in the
Agreement was subject to customary closing conditions, including the delivery of
financial statements by MCC.  In consideration for the purchase of the
shares of MCC, we paid a total of Eight Hundred Thousand Dollars
($800,000.00) plus 1,000,000 shares of our Class A Common Stock; provided,
however, that such Purchase Price will be adjusted in accordance with terms of
the Agreement.  We paid the Purchase Price in the following
manner: (i) Three Hundred Thousand and 00/100 Dollars ($300,000.00) at Closing,
and (ii) Three Hundred Thousand and 00/100 Dollars ($300,000.00) by a Buyer
Promissory Note delivered at the Closing, and (iii) an aggregate of Two Hundred
Thousand and 00/100 Dollars and 1,000,000 shares of the Class A Common
Stock  to be earned by Seller and paid by Buyer in accordance with the
Agreement.  The Company used the proceeds from the July 3,
2007 Promissory Note with Dutchess Private Equities Fund, Ltd. for the
initial payment to Seller.
  On July
3, 2007, we issued a promissory note to Dutchess Private Equities Fund, Ltd.
(the “Investor” or “Dutchess”) for $1,375,000 (“Face Amount”), which has a
two-year term and bears annual interest at 12%.  The closing of and
release of proceeds of the Promissory Note were subject to our completion of the
acquisition of MCC and the transaction closed simultaneously. Pursuant to this
Note, we are required to make mandatory payments to the Investor in the amount
of $20,000 upon closing of the funding and then $30,000 on August 1, 2007,
$40,000 on September 1, 2007, $50,000 per month for October 1, 2007 through June
1, 2008 and then $70,000 each month from July 1, 2008 until the face amount of
the loan is paid in full.  In the event of default of this
Note, the Investor may declare the entire unpaid principal balance of this
Note, together with interest accrued, immediately due and payable at the place
of payment, without presentment, protest, notice or demand, all of which are
expressly waived.  In addition, pursuant to the Note with the
Investor, we issued 1,875,000 shares of Class A Common Stock and we paid
fees of $100,000 which was deducted from the proceeds of the
Note.  During the year ended December 31, 2007, we amortized $34,375
of the discount on the Promissory Note.  The Company was in default on
this Promissory Note as of December 31, 2007; however; management entered into
an agreement in January 2008 with Dutchess to renegotiate the terms of this
Note.
  Subsequent
Event
 
 On
January 14, 2008, we entered into an amendment to its (i) Promissory Note dated
June 26, 2007 between Dutchess Private Equities Fund, Ltd. (“Dutchess”), on the
one hand (“Promissory Note”); and (ii) the Security Agreement dated June 26,
2007 between Dutchess and Metropolitan Computing Corp. (“MCC”) (collectively,
the “Agreements”).  Pursuant to the amendment the parties agreed to
the following:
 
 1.
              The
      Agreements remain in full force and effect, except as set forth below, and
      any other financing agreements between Dutchess and Bedminster remain in
      full force and effect and are not effected in any way by this
      Amendment.
 
 2.
              Bedminster
      shall provide a warrant to Dutchess to purchase up to 8,584,000 shares of
      common stock with an exercise price of
par.
 
 3.
              Paul
      Patrizio, and those entities under the control of Mr. Patrizio, pledged
      all Bedminster shares held by him, (the “Shares”), to
      Dutchess.
 
 4.
              Bedminster
      acknowledges that it has failed to make at least three required payments
      under the Promissory Note, totaling approximately $147,005, and that its
      current indebtedness to Dutchess is approximately $1,327,611.92 as of
      January 10, 2008.
 
 5.
              Bedminster
      shall timely make the payments set forth below to Dutchess with monthly
      payments due on or before the first day of each
  month:
  January
      15, 2008
              Five
      thousand dollars ($5,000)/monthFebruary
      1, 2008 – April 1, 2008
              Five
      thousand dollars ($5,000)/monthMay
      1, 2008 – June 1, 2008
              Interest
      only payments based upon outstanding principal on the Promissory
      Note/monthJuly
      1, 2008 – December 1, 2008
              Twenty-five
      thousand dollars ($25,000)/monthJanuary
      1, 2009 – March 1, 2009
              Forty
      thousand dollars ($40,000)/monthApril
      1, 2009 – June 1, 2009
              Fifty
      thousand dollars ($50,000)/monthJuly
      1, 2009 and each month
              Seventy
      thousand dollars ($70,000)/monththereafter
      until the Face Amount is paid in full
    14


6.
              If,
      at any time after Closing, we receive financing from a third party
      (excluding Dutchess), we are required to pay to Dutchess twenty percent
      (20%) of the proceeds raised from the third party up to an aggregate
      amount of $3,000,000 (the “Threshold Amount”), and 100% of the proceeds
      raised from the third party in excess of the Threshold
      Amount.  We agree to pay twenty percent (20%) of any proceeds
      raised by us up to the Threshold Amount and one hundred percent (100%) of
      any proceeds raised by us in excess of the Threshold Amount toward the
      Accelerated Repayment of the Promissory Note with Interest until such time
      as the Face Amount of the Promissory Note, including accrued interest and
      penalties, has been paid in full.
 
 7.
              We
      acknowledge that the failure to meet any of the obligations as described
      herein constitutes an Event of Default under the Agreements, and that in
      the Event of Default, the Escrow Agent shall be obligated to deliver the
      Shares to Dutchess.
  Recent Accounting
Pronouncements
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Comp’ny's future reported financial position or results
of operations.
  In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
No. 87, 88, 106, and 132(R)”. This statement requires employers to
recognize the over-funded or under-funded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. This statement also requires an employer to measure the funded
status of a plan as of the date of its year-end statement of financial position,
with limited exceptions. The provisions of SFAS No. 158 are effective for
employers with publicly traded equity securities as of the end of the fiscal
year ending after December 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.
 
 In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.  This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Comp’ny's financial statements.
 
 In
December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations(“SFAS
141(R)”), which establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in an
acquiree, including the recognition and measurement of goodwill acquired in a
business combination.  SFAS 141(R ) applies to fiscal years beginning
on or after December 18, 2008. Earlier adoption is prohibited. The Company is
currently evaluating the impact of adopting SFAS 141(R) on its results of
operations and financial condition.


15


In
December 2007, the FASB issued SFAS No. 160, “ Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB No. 51” (“ SFAS 160” ). SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. An
ownership interest in subsidiaries held by parties other than the parent should
be presented in the consolidated statement of financial position within equity,
but separate from the parent’s equity. SFAS 160 requires that changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary should be accounted for similarly as equity
transactions. When a subsidiary is deconsolidated, any retained noncontrolling
equity investment in the former subsidiary should be initially measured at fair
value, with any gain or loss recognized in earnings. SFAS 160 requires
consolidated net income to be reported at amounts that include the amounts
attributable to both the parent and the noncontrolling interest.
  It also
requires disclosure, on the face of the consolidated income statement, of the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interests. SFAS 160 is effective for fiscal years (including
interim periods within those fiscal years) beginning on or after December 15,
2008 (October 1, 2009 for the Company). Earlier adoption is prohibited. The
statement shall be applied prospectively as of the beginning of the fiscal year
in which it is initially applied, except for the presentation and disclosure
requirement which shall be applied retrospectively for all periods presented.
The Company is currently evaluating the impact SFAS 160 will have on its
consolidated 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.                      
Consolidated
Financial Statements.





16







































BEDMINSTER
NATIONAL CORP. AND SUBSIDIARIES
 FINANCIAL
STATEMENTS
 AS
OF DECEMBER 31, 2007






































BEDMINSTER
NATIONAL CORP.  AND SUBSIDIARIES
 
 CONTENTS
 
    PAGEREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – WITHUM, SMITH+BROWN,
      P.C.
                F-1REPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM – WEBB &
      CO
                F-2BALANCE
      SHEETS AS OF DECEMBER 31, 2007 (CONSOLIDATED)AND
      2006
                F-3STATEMENTS
      OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2007 (CONSOLIDATED)AND
      2006,
                F-4STATEMENT
      OF CHANGES IN STOCKHOLDERS’ DEFICIENCY FOR THE YEARS ENDED DECEMBER 31,
      2007 (CONSOLIDATED)AND
      2006
                F-5STATEMENTS
      OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2007 (CONSOLIDATED) AND
      2006
                F-6NOTES
      TO CONSOLIDATED FINANCIAL STATEMENTS
                F-7
      - F-19















Report
of Independent Registered Pubic Accounting Firm
  
  The Board
of Directors and Stockholders,
 Bedminster
National Corp. and Subsidiaries:
  We have
audited the accompanying consolidated balance sheet of Bedminster National Corp.
and Subsidiaries as of December 31, 2007, and the related consolidated
statements of operations, stockholders' deficit and cash flows for the year then
ended.  These financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
financial statements and schedule 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. The Company is not required to
have, nor were we engaged to perform, an audit of its internal control over
financial reporting.  Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting.  Accordingly, we express no such opinion.  An
audit also includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements, 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 consolidated financial statements referred to above present fairly,
in all material respects, the financial position of Bedminster National Corp.
and Subsidiaries as of December 31, 2007, and the results of their operations
and their cash flows for the year then ended in conformity with accounting
principles generally accepted in the United States of America.
 
 The
accompanying consolidated financial statements have been prepared as a going
concern.  As discussed in Note 1 to the consolidated financial
statements, the Company has incurred losses and negative cash flows from
operating activities. As of December 31, 2007, management believes that the
Company will require additional financing to fund its operations, but cannot
assure that such financing will be available. Such matters raise substantial
doubt about the Company’s ability to continue as a going concern. Management’s
plans concerning these matters are also described in Note 1. The financial
statements do not include any adjustments related to the recoverability and
classification of assets, or the amounts and classification of liabilities, that
may result from the outcome of this uncertainty.
 
 
 
 /s/
WithumSmith+Brown, P.C.
 New
Brunswick, NJ
 
 April 4,
2008






F-1






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 2006
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 in the 2006 financial
statements.  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-2





BEDMINSTER
      NATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED
      BALANCE SHEETSDECEMBER 31, 2007 (CONSOLIDATED)AND 2006ASSETSCURRENT
      ASSETS
              
              2007
              
              
              2006Cash
              
              $
              33,062
              
              
              $
              110,852Accounts
      Receivable, net
              
              
              128,847
              
              
              
              -Inventory,
      net
              
              
              136,619
              
              
              
              -Other
      Current Assets
              
              
              56,876
              
              
              
              -Total
      Current Assets
              
              
              355,404
              
              
              
              110,852Property
      and Equipment, net
              
              
              46,383
              
              
              
              1,703OTHER
      ASSETSDeposits
              
              
              400
              
              
              
              400Customer
      List, net
              
              
              346,729
              
              
              
              -Technology
      rights, net
              
              
              255,357
              
              
              
              -Total
      Other Assets
              
              
              602,486
              
              
              
              400TOTAL
      ASSETS
              
              $
              1,004,273
              
              
              $
              112,955LIABILITIES AND
      STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESAccounts
      payable and accrued expenses
              
              $
              405,795
              
              
              $
              15,683Accrued
      interest
              
              
              28,014
              
              
              
              2,369Lines
      of Credit
              
              
              207,553
              
              
              
              52,409Notes
      payable - current portion, net of debt discount of $2,197 and
      $-0-
              
              
              154,192
              
              
              
              5,722Convertible
      notes payable - stockholders net of debt discount of $64,112 and
      $34,652
              
              
              335,888
              
              
              
              240,348Total
      Current Liabilities
              
              
              1,131,442
              
              
              
              316,531OTHER
      LIABILITIESNotes
      Payable - net of current portion and  net of debt discount of
      $426,783 and $-0-
              
              
              1,002,399
              
              
              
              41,773TOTAL
      LIABILITIES
              
              
              2,133,841
              
              
              
              358,304Minority
      Interest
              
              
              58,705
              
              
              
              -STOCKHOLDERS’
      DEFICITPreferred
      stock, $0.0001 par value, 100,000,000 shares authorized, none issued
      and outstanding, respectively
              
              
              -
              
              
              
              -Common
      stock – Class A, $0.0001 par value, 200,000,000 shares authorized,
      9,523,400 and 6,368,000 shares issued and outstanding,
      respectively
              
              
              953
              
              
              
              637Common
      stock – Class B, $0.0001 par value, 3,000,000 shares authorized, 2,154,000
      and 2,156,000 shares issued and outstanding, respectively
              
              
              215
              
              
              
              215Additional
      paid in capital
              
              
              820,437
              
              
              
              161,148Accumulated
      deficit
              
              
              (2,009,878
              )
              
              
              (407,349
              )Total
      Stockholders’ Deficit
              
              
              (1,188,273
              )
              
              
              (245,349
              )TOTAL LIABILITIES AND
      STOCKHOLDERS’ DEFICIT
              
              $
              1,004,273
              
              
              $
              112,955


Notes to
the Financial Statements are an integral part of these statements.




F-3




BEDMINSTER
      NATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF OPERATIONSFOR
      THE YEARS ENDED DECEMBER 31, 2007 (CONSOLIDATED)AND 20062007
              
              
              2006REVENUES
              
              $
              717,334
              
              
              $
              25,500Cost
      of Goods Sold
              
              
              316,988
              
              
              
              -Gross
      Profit
              
              
              400,346
              
              
              
              25,500OPERATING
      EXPENSESProfessional
      fees
              
              
              308,547
              
              
              
              70,299Officer
      Compensation
              
              
              378,968
              
              
              
              173,067Selling
      Expenses
              
              
              31,778
              
              
              
              -General
      and administrative
              
              
              749,234
              
              
              
              102,268Total
      Operating Expenses
              
              
              1,468,527
              
              
              
              345,634LOSS
      FROM OPERATIONS
              
              
              (1,068,181
              )
              
              
              (320,134
              )OTHER
      INCOME (EXPENSE)Interest
      Expense
              
              
              (365,664
              )
              
              
              (34,799
              )Interest
      Income
              
              
              1,196
              
              
              
              -Total
      Other Income (Expense), net
              
              
              (364,468
              )
              
              
              (34,799
              )LOSS
      BEFORE INCOME TAXES
              
              
              (1,432,649
              )
              
              
              (354,933
              )Provision
      for Income Taxes
              
              
              2,356
              
              
              
              750LOSS
      FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST
              
              
              (1,435,005
              )
              
              
              (355,683
              )Minority
      Interest Share of Loss
              
              
              91,295
              
              
              
              -LOSS
      FROM CONTINUING OPERATIONS
              
              
              (1,343,710
              )
              
              
              (355,683
              )DISCONTINUED
      OPERATIONSBedminster
      Capital Corp
              
              
              (126,456
              )
              
              
              -Bedminster
      Financial Corp
              
              
              (132,363
              )
              
              
              -(258,819
              )
              
              
              -NET
      LOSS
              
              $
              (1,602,529
              )
              
              $
              (355,683
              )Net
      loss per share - basic and dilutedContinuing
      operations
              
              $
              (0.14
              )
              
              $
              (0.05
              )Discontinued
      operations
              
              
              (0.03
              )
              
              
              -Net
      Loss per share - basic and diluted
              
              $
              (0.17
              )
              
              $
              (0.05
              )Weighted
      average number of shares outstanding during the period - basic and
      diluted
              
              
              9,865,774
              
              
              
              7,836,104




Notes to
the Financial Statements are an integral part of these statements.
  F-4






BEDMINSTER
      NATIONAL CORP. AND SUBSIDIARIESSTATEMENTS
      OF STOCKHOLDERS’ DEFICITFOR
      THE YEARS ENDED DECEMBER 31, 2007 (CONSOLIDATED)AND 2006AdditionalPreferred
      Stock
              
              
              Common
      Stock _A
              
              
              Common
      Stock -B
              
              
              Paid
      In
              
              
              AccumulatedShares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Shares
              
              
              Amount
              
              
              Capital
              
              
              Deficit
              
              
              TotalBalance
      December 31, 2005
              
              
              -
              
              
              $
              -
              
              
              
              5,510,000
              
              
              $
              551
              
              
              
              2,204,000
              
              
              $
              220
              
              
              $
              60,229
              
              
              $
              (51,666
              )
              
              $
              9,334Common
      Stock issued for cash
              
              
              -
              
              
              
              -
              
              
              
              550,000
              
              
              
              55
              
              
              
              -
              
              
              
              -
              
              
              
              54,945
              
              
              
              -
              
              
              
              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
              
              
              -
              
              
              
              -
              
              
              
              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
              )Common
      stock issued for cash
              
              
              
              
              
              
              
              
              
              
              30,900
              
              
              
              3
              
              
              
              -
              
              
              
              -
              
              
              
              5,281
              
              
              
              
              
              
              
              5,284Common
      stock issued for debt discount
              
              
              
              
              
              
              
              
              
              
              1,875,000
              
              
              
              187
              
              
              
              -
              
              
              
              -
              
              
              
              196,813
              
              
              
              
              
              
              
              197,000Common
      stock issued for repayment of debt
              
              
              
              
              
              
              
              
              
              
              187,500
              
              
              
              32
              
              
              
              -
              
              
              
              -
              
              
              
              29,463
              
              
              
              
              
              
              
              29,495Common
      stock issued for services
              
              
              
              
              
              
              
              
              
              
              580,000
              
              
              
              45
              
              
              
              
              
              
              
              
              
              
              
              63,960
              
              
              
              
              
              
              
              64,005Common
      stock issued for convertible noteextensions, recorded
      as discount
              
              
              
              
              
              
              
              
              
              
              275,000
              
              
              
              29
              
              
              
              -
              
              
              
              -
              
              
              
              68,720
              
              
              
              
              
              
              
              68,749Common
      stock issued with convertible notes,recorded
      as discount
              
              
              -
              
              
              
              -
              
              
              
              205,000
              
              
              
              20
              
              
              
              -
              
              
              
              -
              
              
              
              42,980
              
              
              
              -
              
              
              
              43,000Conversion
      of Class B shares toClass
      A Shares
              
              
              -
              
              
              
              -
              
              
              
              2,000
              
              
              
              -
              
              
              
              (2,000
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Spin-off
      of the net asset deficiency ofDiscontinued
      operations
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              252,072
              
              
              
              
              
              
              
              252,072Net
      loss for the yearended
      December 31, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (1,602,529
              )
              
              
              (1,602,529
              )-Balance,
      December 31, 2007 (Consolidated)
              
              
              -
              
              
              $
              -
              
              
              
              9,523,400
              
              
              $
              953
              
              
              
              2,154,000
              
              
              $
              215
              
              
              $
              820,437
              
              
              $
              (2,009,878
              )
              
              $
              (1,188,273
              )






Notes to
the Financial Statements are an integral part of these
statements.






F-5






BEDMINSTER
      NATIONAL CORP. AND SUBSIDIARIESCONSOLIDATED
      STATEMENTS OF CASH FLOWSFOR THE YEARS ENDED DECEMBER 31, 2007 (CONSOLIDATED)AND 20062007
              
              
              2006CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss from continuing operations
              
              $
              (1,343,710
              )
              
              $
              (355,683
              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
      and amortization
              
              
              54,472
              
              
              
              127Amortization
      of note payable discount
              
              
              225,310
              
              
              
              20,349Stock
      issued for services
              
              
              64,005
              
              
              
              26,000Stock
      issued for interest expense
              
              
              8,207
              
              
              
              -Minority
      interest
              
              
              (91,295
              )
              
              
              -In-kind
      contribution of services
              
              
              
              
              
              
              20,000Changes
      in operating assets and liabilities, net ofacquisition
      and spin-off:(Increase)
      decrease in accounts receivable
              
              
              (43,841
              )
              
              
              12,618(Increase)
      decrease in Inventory
              
              
              (26,101
              )
              
              
              -(Increase)
      decrease in other current assets
              
              
              (40,700
              )
              
              
              -Increase
      (decrease) in accounts payable and accrued expenses
              
              
              299,058
              
              
              
              -Increase
      (decrease) in accrued interest
              
              
              25,645
              
              
              
              2,368Net
      Cash Used In Operating Activities in continuing
      operations
              
              
              (868,950
              )
              
              
              (274,221
              )Net
      Cash Used In Operating Activities in discontinuing
      operations
              
              
              (143,708
              )
              
              
              -Net
      Cash Used in Operating Activities
              
              
              (1,012,658
              )
              
              
              (274,221
              )CASH
      FLOWS FROM INVESTING ACTIVITIESPurchase
      of fixed assets
              
              
              -
              
              
              
              (1,830
              )Cash
      paid for acquisition, net of cash received
              
              
              (259,558
              )
              
              
              -Net
      Cash Used In Investing Activities
              
              
              (259,558
              )
              
              
              (1,830
              )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
              
              
              5,284
              
              
              
              55,000Proceeds
      from notes payable, net
              
              
              1,000,000
              
              
              
              47,495Repayment
      of notes payable
              
              
              (115,636
              )
              
              
              -Proceeds
      from convertible notes payable - stockholder
              
              
              125,000
              
              
              
              220,000Proceeds
      from lines of credit
              
              
              198,136
              
              
              
              52,409Repayment
      of lines of credit
              
              
              (18,358
              )
              
              
              -Repayment
      of stockholder loans
              
              
              -
              
              
              
              (699
              )Net
      Cash Provided By Financing Activities
              
              
              1,194,426
              
              
              
              374,205NET
      INCREASE (DECREASE) IN CASH
              
              
              (77,790
              )
              
              
              98,154CASH
      AT BEGINNING OF YEAR
              
              
              110,852
              
              
              
              12,698CASH
      AT END OF YEAR
              
              $
              33,062
              
              
              $
              110,852




Notes to
the Financial Statements are an integral part of these
statements.






F-6




Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
  NOTE
1        SUMMARY OF SIGNIFICANT
ACCOUNTING POLICIES AND ORGANIZATION
 
 (A) Basis of
Presentation
 
 The
accompanying  consolidated financial statements have been prepared in
accordance with accounting principles generally accepted in The United States of
America and the rules and regulations of the Securities and Exchange Commission
for financial information.
 
 The
accompanying consolidated financial statements have been prepared on a going
concern basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.  As reflected in the
accompanying financial statements, the Company has an accumulated deficit of
$2,009,878, negative working capital of $776,038, and has a negative cash flow
from operations of $1,012,658 and is in default on two notes
payable.  During 2008, management renegotiated its loan with Dutchess
Private Equities Fund, Ltd and has received a waiver through December 31, 2007
on the other loan in default.  These conditions raise 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.
 
 (B)
Organization
 
 Bedminster
National Corp. 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.  On January 18, 2007, Bedminster National Corp. established two
wholly owned subsidiaries (Bedminster Capital Corp, (“BCC’) a real estate
management company and Bedminster Financial Corp, (“BFC”) an investment
management company) in the State of Nevada.  On August 31, 2007, both
entities were spun-off from Bedminster National Corp. as a dividend to
shareholders. Bedminster National Corp was organized to provide management
consulting services and intends to acquire profitable and near term profitable
small and medium sized businesses. On July 3, 2007, Bedminster National Corp
entered into a Stock Purchase Agreement (“Agreement”) with Metropolitan
Computing Corporation, a New Jersey Corporation (“MCC”) and its principal
shareholder (“Seller”) in which Bedminster National acquired eighty (80%)
percent of the issued and outstanding shares of MCC.  MCC established
in 1985, is active in the design, development, and marketing of instrumentation
equipment for the pharmaceutical industry.  Bedminster National Corp
and its 80% owned subsidiary are here after referred to as the
“Company.”
 
 As of
July 3, 2007, the Company has begun its principal operations and is no longer
considered a Development Stage Company.
 
 (C) Principles of
Consolidation
 
 The 2006
financial statements include the accounts of Bedminster National
Corp.  The 2007 consolidated financial statements include the accounts
of Bedminster National Corp. and its two wholly owned subsidiaries Bedminster
Financial Corp., Bedminster Capital Corp., both from January 18, 2007 to August
31, 2007, and its 80% owned subsidiary Metropolitan Computing Corporation from
July 3, 2007 to December 31, 2007. The operations of BFC and BCC have been
reclassified to Discontinued Operations. All significant inter-company accounts
and transactions have been eliminated in consolidation.
 
  F-7
  Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
 (D) 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.
 
 (E) Financial
Instruments
 
 The
Company’s financial instruments consist of cash, accounts receivable, accounts
payable, notes payable, and lines of credit.  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.
 
 (F) 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.
  (G) Concentration of Credit
Risk
 
 A
significant portion of the Company’s total revenues for the years ended December
31, 2007 and 2006 have been derived from two customers in 2007 and one customer
in 2006.  Combined sales for these customers accounted for
approximately 26 percent and 100 percent of sales for the years ended December
31, 2007 and 2006, respectively.  In addition, in 2007 two customers
accounted for approximately 30% of accounts
receivable.
 (H) Accounts
Receivable
 
 Accounts
receivable are non-interest bearing uncollateralized customer
obligations.  Accounts receivable are stated at the amounts billed to
the customer.  Customer account balances with invoices over 90 days
old are considered delinquent.  Payments of accounts receivable are
allocated to the specific invoices as received.  The carrying amount
of accounts receivable is reduced by a valuation allowance that reflects
management’s estimate of the amounts that will not be collected.  No
allowances for doubtful accounts exist as if December 31, 2007 and
2006.
 
 (I)
Inventory
 
 Inventory
consists primarily of parts and work in process products held for sale.
 Inventory, at year end, is stated at the lower of cost or market, with
cost being determined on a first in/first out basis.  Significant
components of inventory at December 31, 2007 and 2006 amounted to the
following:
 
 
 2007
              
              
              2006Raw
      materials
              
              $
              128,398
              
              
              $
              -0-Work
      in Progress
              
              
              8,221
              
              
              
              -0-$
              136,619
              
              
              $
              -0-
 
 (J) Property and
Equipment
 
 Property
and equipment are stated at cost, less accumulated
depreciation.  Expenditures for maintenance and repairs are charged to
expense as incurred.  Gains and losses on depreciable assets retried
or sold are recognized in the statement of operations in the year of
disposal.  Depreciation is provided using the straight-line method
over the estimated useful life of five years.
   F-8
  Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
 (K) 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.
 
 (L) Goodwill and Intangible
Assets
 
 Goodwill
and intangible assets result primarily from acquisitions accounted for under the
purchase method. In accordance with Statement of Financial Accounting Standards
(“SFAS”) No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”)
goodwill and intangible assets with indefinite lives are not amortized but are
subject to impairment by applying a fair value based test. Intangible assets
with finite useful lives related to customer
lists,  and  technology rights are being amortized on a
straight-line basis over the estimated useful life of the related asset of seven
years.
 (M) Recoverability of
Intangible and Other Long Lived Assets
 
 In
accordance with SFAS No.142, the Company reviews the carrying value of goodwill
and intangible assets with indefinite lives annually or earlier in certain
circumstances as required. The Company measures impairment losses by comparing
carrying value to fair value. Fair value is determined using a price to sales
multiple of comparable companies.
  In
accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets,” long-lived assets used in operations are reviewed for
impairment whenever events or change circumstances indicate that carrying
amounts may not be recoverable. For such long-1ived assets, the Company
recognizes an impairment loss only if its carrying amount is not recoverable
through its undiscounted cash flows and measures the impairment loss based on
the difference between carrying amount and fair value.
  (N) Revenue
Recognition
 
 Revenues
include fees billed for consulting services on a month to month
contract.  These revenues are recognized as the services are
performed.  Revenues also include sales for pharmaceutical machines
sold.  These revenues are recognized when the machine is delivered to
the customer.
 
 (O) Income
Taxes
 
 In June
2006, the FASB published FASB Interpretation No. 48 (“FIN No. 48”), Accounting
for Uncertainty in Income Taxes, to address the noncomparability in reporting
tax assets and liabilities resulting from a lack of specific guidance in FASB
Statement of Financial
  Accounting
Standards (SFAS) No. 109, Accounting for Income Taxes, on the uncertainty in
income taxes recognized in an enterprise’s financial statements. FIN No. 48 will
apply to fiscal years beginning after December 15, 2006, with earlier adoption
permitted. The adoption of FIN 48 did not have a material effect on the
Company’s financial condition or results of operations.
   
 F-9
  Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
 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.
 
 The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
consolidated financial position and results of operations for the current
period. Future realization of the deferred tax benefit depends on the existence
of sufficient taxable income within the carryforward period under the Federal
tax laws.
 
 At
December 31, 2007and 2006, net operating losses totaled approximately $1,600,000
and $407,000, respectively.  The Company recorded a full valuation
allowance to reflect the estimated amount of deferred tax assets which are
currently not realizable, which were approximately $560,000 and $138,000 as of
December 31, 2007 and 2006, respectively.
 Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
  (P) Employee Benefit
Plan
 
 The
Company maintains a qualified deferred compensation plan under section 401k of
the Internal Revenue Code.  Under the plan, employees may elect to
defer a portion of their salary, subject to limits set by the Internal Revenue
Service.  In addition, the plan allows for the Company to make
discretionary contributions based on the participants’ salaries.  The
Company made contributions to the plan for the years ended December 31, 2007 and
2006 of $7,346 and $-0- , respectively.
 
 (Q) Loss Per
Share
 
 Basic and
diluted net loss per common share is computed based upon the weighted average
common shares (classes A and B) outstanding as defined by Financial Accounting
Standards No. 128, “Earnings Per Share.”  As of December 31, 2007 and
2006, there were 800,000 and 500,000 shares, respectively that are issuable upon
conversion of the convertible notes payable, that were not included in dilutive
net loss per share as the effect was
anti-dilutive.
 (R) Stock-Based
Compensation
 
 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.
 
 Common
stock, stock options and common stock warrants issued to other than employees or
directors are recorded on the basis of their fair value, as required by SFAS
No. 123(R), which is measured as of the date required by EITF
Issue 96-18,“Accounting
for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or
in Conjunction with Selling, Goods or Services.” In accordance with
EITF 96-18, the stock options or common stock warrants are valued using the
Black-Scholes option pricing model on the basis of the market price of the
underlying common stock on the “valuation date,” which for options and warrants
related to contracts that have substantial disincentives to non-performance is
the date of the contract, and for all other contracts is the vesting date.
   F-10
  Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
 Expense
related to the options and warrants is recognized on a straight-line basis over
the shorter of the period over which services are to be received or the vesting
period. Where expense must be recognized prior to a valuation date, the expense
is computed under the Black-Scholes option pricing model on the basis of the
market price of the underlying common stock at the end of the period, and any
subsequent changes in the market price of the underlying common stock up through
the valuation date is reflected in the expense recorded in the subsequent period
in which that change occurs.
 
 The
Company has no outstanding options or warrants at December 31, 2007 and
2006.
 
 (S)
Recent Accounting Pronouncements
 
 In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement is not expected to have a
material effect on the Comp’ny's future reported financial position or results
of operations.
  In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements
No. 87, 88, 106, and 132(R)”. This statement requires employers to
recognize the over-funded or under-funded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. This statement also requires an employer to measure the funded
status of a plan as of the date of its year-end statement of financial position,
with limited exceptions. The provisions of SFAS No. 158 are effective for
employers with publicly traded equity securities as of the end of the fiscal
year ending after December 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.
 
 In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.  This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement is not expected to have a material effect on the
Comp’ny's financial statements.
 
 In
December 2007, the FASB issued SFAS 141 (revised 2007), Business Combinations(“SFAS
141(R)”), which establishes principles and requirements for how an acquirer
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in an
acquiree, including the recognition and measurement of goodwill acquired in a
business combination.  SFAS 141(R ) applies to fiscal years beginning
on or after December 18, 2008. Earlier adoption is prohibited. The Company is
currently evaluating the impact of adopting SFAS 141(R) on its results of
operations and financial condition.
   F-11
 Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
 
 In
December 2007, the FASB issued SFAS No. 160, “ Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB No. 51” (“ SFAS 160” ). SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. An
ownership interest in subsidiaries held by parties other than the parent should
be presented in the consolidated statement of financial position within equity,
but separate from the parent’s equity. SFAS 160 requires that changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary should be accounted for similarly as equity
transactions. When a subsidiary is deconsolidated, any retained noncontrolling
equity investment in the former subsidiary should be initially measured at fair
value, with any gain or loss recognized in earnings. SFAS 160 requires
consolidated net income to be reported at amounts that include the amounts
attributable to both the parent and the noncontrolling interest.
  It also
requires disclosure, on the face of the consolidated income statement, of the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interests. SFAS 160 is effective for fiscal years (including
interim periods within those fiscal years) beginning on or after December 15,
2008 (October 1, 2009 for the Company). Earlier adoption is prohibited. The
statement shall be applied prospectively as of the beginning of the fiscal year
in which it is initially applied, except for the presentation and disclosure
requirement which shall be applied retrospectively for all periods presented.
The Company is currently evaluating the impact SFAS 160 will have on its
consolidated financial statements.
 
 NOTE
2                           PROPERTY AND
EQUIPMENT
 
 Property
and equipment consisted of the following at December 31:
   2007
              
              
              
              2006Equipment
              
              $
              54,668
              
              
              $
              1,830Less:
      Accumulated depreciation
              
              
              8,285
              
              
              
              127$
              46,383
              
              
              $
              1,703
 
 Depreciation
expense amounted to $8,158 and $127 for the years ended December 31, 2007 and
2006, respectively.
 
 NOTE
3     INTANGIBLE
ASSETS
 
 Intangible
assets consisted of the following at December 31:
 
 2007
              
              
              
              2006Customer
      list
              
              $
              373,400
              
              
              $
              -0-Technology
      rights
              
              
              275,000
              
              
              
              -0-648,400
              
              
              
              -0-Less:  Accumulated
      amortization
              
              
              46,314
              
              
              
              -0-$
              602,086
              
              
              $
              -0-
 
 Amortization
expense amounted to $46,314 and $-0- for the years ended December 31, 2007 and
2006, respectively.  The Company anticipates amortization expense to
amount to approximately $93,000 per year for the next five years.
 
 
 F-12
 Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
  NOTE
4      LINES OF
CREDIT
 
 During
2007 and 2006, respectively the Company had lines of credit available of
$235,000 and $100,000, respectively with various financial
institutions.  The lines bear interest between .75% and 1.5% over
prime (8.75% and 9.75%) as of December 31, 2007 and 2006, respectively, on all
outstanding principal amounts.  There was $207,553 and $52,409
outstanding as of December 31, 2007 and 2006, respectively.  The sole
officer of the Company has personally guaranteed $100,000 of the available
credit.  The remaining lines are unsecured.
 
 NOTE
5      NOTES
PAYABLE
 
 Notes
payable consisted of the following at December 31:
 
 2007
              
              
              
              2006Note
      payable (a)
              
              $
              41,773
              
              
              $
              47,495Promissory
      note shareholder, bearing interest at 8% (b)
              
              
              272,572
              
              
              
              -0-Promissory
      note, bearing interest at 12% (c)
              
              
              1,271,226
              
              
              
              -0-1,585,571
              
              
              
              47,495Less:  debt
      discount
              
              
              ( 428,980
              )
              
              
              ( -0-
              )1,156,591
              
              
              
              47,495Less:
      current portion
              
              
              154,192
              
              
              
              5,722Notes
      payable, net of current portion
              
              $
              1,002,399
              
              
              $
              41,773
 
 (a)  
      The note payable bear interest variable between 8.5% and 9.5%, per annum
      with monthly principal and interest payments of $ 795 monthly, secured by
      assets of the Company, final payments due June
  2013.
 
 (b)   On
      July 3, 2007, the Company issued a promissory note to the principal
      shareholder of MCC in the amount of $300,000 payable monthly over 36
      months with an 8% interest rate. The Company has an outstanding balance as
      of December 31, 2007 of $256,853 and accrued interest of
      $15,719.
 
 (c)   On
      July 3, 2007, the Company issued a promissory note to Dutchess Private
      Equities Fund, Ltd. (the “Investor” or “Dutchess”) for $1,375,000 (“Face
      Amount”) which has a two-year term and bears annual interest at
      12%.  The note included a discount of $275,000 whereby the
      Company was to receive proceeds from the note of
      $1,100,000.  The closing of and release of proceeds of the
      Promissory Note were subject to our completion of the acquisition of MCC
      and the transaction closed simultaneously. Pursuant to this Note, the
      Company is required to make mandatory payments to the Investor in the
      amount of $20,000 upon closing of the funding and then $30,000 on August
      1, 2007, $40,000 on September 1, 2007, $50,000 per month for October 1,
      2007 through June 1, 2008 and then $70,000 each month from July 1, 2007
      until the face amount of the loan is paid in full.  In the event
      of default of this Note, the Investor may declare the entire unpaid
      principal balance of this Note, together with interest accrued,
      immediately due and payable at the place of payment, without presentment,
      protest, notice or demand, all of which are expressly
      waived.  In addition, pursuant to the Note with the Investor, we
      issued 1,875,000 shares of Class A Common Stock with a relative fair value
      of $197,000 and paid fees of $100,000 which were deducted from the
      proceeds of the Note.    The note payable is secured
      by the assets of the Company and its subsidiary
      (MCC).    On January 14, 2008, the Company entered
      into an amendment to the promissory note which modified its payment
      schedule, beginning January 15, 2008.  The financial statements
      reflect these amendments as of December 31, 2007.  The Company
      has made all payment in accordance with the new
      amendment.
  On
January 14, 2008, the Company entered into an amendment to its (i) Promissory
Note dated June 26, 2007 between Dutchess Private Equities Fund, Ltd.
(“Dutchess”), on the one hand (“Promissory Note”); and (ii) the Security
Agreement dated June 26, 2007 between Dutchess and Metropolitan Computing Corp.
(“MCC”) (collectively, the “Agreements”).  Pursuant to the amendment
the parties agreed to the following:
 1.
                The
      Agreements remain in full force and effect, except as set forth below, and
      any other financing agreements between Dutchess and Bedminster remain in
      full force and effect and are not effected in any way by this
      Amendment.
 
 2.
                Bedminster
      shall provide a warrant to Dutchess to purchase up to 8,584,000 shares of
      common stock with an exercise price of
par.
 
 3.
                Paul
      Patrizio, and those entities under the control of Mr. Patrizio, pledged
      all Bedminster shares held by him, (the “Shares”), to
      Dutchess.
 
 4.
                Bedminster
      acknowledges that it has failed to make at least three required payments
      under the Promissory Note, totaling approximately $147,005, and that its
      current indebtedness to Dutchess is approximately $1,327,611.92 as of
      January 10, 2008.
 
 5.
                Bedminster
      shall timely make the payments set forth below to Dutchess with monthly
      payments due on or before the first day of each
  month:
  January
      15, 2008
                Five
      thousand dollars ($5,000)/monthFebruary
      1, 2008 – April 1, 2008
                Five
      thousand dollars ($5,000)/monthMay
      1, 2008 – June 1, 2008
                Interest
      only payments based upon outstanding principal on the Promissory
      Note/monthJuly
      1, 2008 – December 1, 2008
                Twenty-five
      thousand dollars ($25,000)/monthJanuary
      1, 2009 – March 1, 2009
                Forty
      thousand dollars ($40,000)/monthApril
      1, 2009 – June 1, 2009
                Fifty
      thousand dollars ($50,000)/monthJuly
      1, 2009 and each month
                Seventy
      thousand dollars ($70,000)/monththereafter
      until the Face Amount is paid in full
  F-13
 Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
 
 6.
                If,
      at any time after Closing, the Company receives financing from a third
      party (excluding Dutchess), we are required to pay to Dutchess twenty
      percent (20%) of the proceeds raised from the third party up to an
      aggregate amount of $3,000,000 (the “Threshold Amount”), and 100% of the
      proceeds raised from the third party in excess of the Threshold
      Amount.  The Company agrees to pay twenty percent (20%) of any
      proceeds raised up to the Threshold Amount and one hundred percent (100%)
      of any proceeds raised in excess of the Threshold Amount toward the
      Accelerated Repayment of the Promissory Note with Interest until such time
      as the Face Amount of the Promissory Note, including accrued interest and
      penalties, has been paid in full.
 
 7.
                The
      Company acknowledges that the failure to meet any of the obligations as
      described herein constitutes an Event of Default under the Agreements, and
      that in the Event of Default, the Escrow Agent shall be obligated to
      deliver the Shares to Dutchess.
 Aggregate
maturities of notes payable of the Company due within five years are as
follows:
 
 Year
              
              Amount2008
              
              $
              156,3872009
              
              
              672,5542010
              
              
              735,2242011
              
              
              8,0252012
      and thereafter
              
              
              13,381Total
              
              $
              1,585,571
 
 During
the twelve months ended December 31, 2007, the Company amortized $143,020 of
notes payable discount.
 
 
 NOTE
6      CONVERTIBLE NOTES PAYABLE -
STOCKHOLDERS
 
 Convertible
notes payable – stockholders consisted of the following at December
31:
 
 2007
              
              
              
              2006Convertible
      notes issued August 2006 (a)
              
              $
              275,000
              
              
              $
              275,000Convertible
      notes issued during 2007 (b)
              
              
              125,000
              
              
              
              -0-400,000
              
              
              
              275,000Less:  debt
      discount
              
              
              64,112
              
              
              
              34,652335,888
              
              
              
              240,348Less:
      current portion
              
              
              335,888
              
              
              
              240,348Convertible
      notes payable, net of current portion
              
              $
              -0-
              
              
              $
              -0-
 
 (a)
              During
      2006, several private placements to investors were completed in amounts
      ranging from $25,000 to $100,000 with interest payable (monthly in cash)
      at 10% percent per annum.  The investors received a one year
      Convertible Promissory Note in amounts ranging from $25,000 to
      $100,000.  The Company also issued 550,000 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
      $55,000.  The discount was 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.  In September of 2007, the Company issued an additional
      275,000 class A shares of stock in exchange for a one year extension on
      the notes payable to August 2008.  Accordingly, the Company has
      recorded an additional discount on the note payable of $68,749, which will
      be amortized over the life of the
  notes.
 
 (b)
              During
      2007, several private placements to investors were completed in the
      amounts ranging from $25,000 to $50,000 with interest payable (monthly in
      cash) at 10% percent per annum, with final payments due during
      2008.  These investors received a one year Convertible
      Promissory Note in the total amounts of in amounts ranging from $25,000 to
      $50,000.  The Company also issued 205,000 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
      $43,000.  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.
   F-14
  Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
 NOTE
7      STOCKHOLDERS’
DEFICIT
 
 ( A) Common Stock
Issued for cash
 
 During
2007, the Company issued 30,900 shares of Class A stock with a fair value of
$5,284 in exchange for cash.
  During
2006, the Company issued 550,000 shares of Class A stock for cash of $55,000
($0.10 per share).
 ( B) Common Stock Issued for
debt
  During
2007, the Company issued 1,875,000 shares with a fair value of $197,000 in
connection with the Dutchess note.  See Note 5.  In
addition, 187,500 shares were issued in connection with payment of the Dutchess
note with a fair value of $29,495, of which $21,288 was applied to principal and
$8,207 was paid for interest.
 
 ( C) Common Stock Issued for
Services
 
 580,000
shares with a fair value $64,005 of Class A common stock was for services during
the year ended December 31, 2007 of which $37,985 was charged to general and
administrative for consulting services and $26,020 was charged to professional
fees.
  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) Common Stock
Issued for extension on convertible notes payable
 
 During
2007, the Company issued 275,000 shares of Class A stock with a fair value of
$68,749 in exchange for one year extension on the convertible notes
payable.  See Note 6.
 
 ( E) Common Stock
Issued with convertible notes payable
 
 During
2007, the Company issued 205,000 shares of Class A stock with a fair value of
$43,000 in connection with the issuance of convertible notes payable. See Note
6.
 ( F) Conversion of Class A
to Class B
  On May 7,
2007, a stockholder converted 2,000 Class B shares to 2,000 Class A
shares.
  During
2006 stockholders converted 48,000 Class B shares to 48,000 Class A
shares.
  NOTE
8      RELATED PARTY
TRANSACTIONS
 
 The
Company has entered into an employment agreement with the sole officer of the
Company that became effective May 1, 2006.  See Note 9
(A).
 
 During
2007 and 2006, the Company entered into convertible notes payable transactions
with stockholders for $125,000 and $275,000, respectively (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, 2007 and 2006,  the Company
paid $13,000 and $5,000, respectively.
   F-15
 Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
  NOTE
9      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.
 
 The
Company has entered into an employment agreement with Seller of MCC whereby an
aggregate $200,000 and 1,000,000 shares of Class A Common Stock of BNC can be
earned by the Seller if certain income is earned over the next two
years.
 
 (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, 2007 and 2006 the Company paid $13,000
and $5,000, respectively.
  (C)
Leases
 
 The
Company leases offices under a lease agreement expiring in December 31, 2008,
requiring rental payments of approximately $65,000 per annum.  Rent
expense during 2007 and 2006 was approximately $32,000 and $7,000,
respectivley.
 NOTE
10      EQUITY INVESTMENT
AGREEMENT
 
 On June
29, 2006, the Company entered into an Investment Agreement (the “Agreement”)
with Dutchess Private Equities Fund II, LLP (“Dutchess”) to provide the Company
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. 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.  As of December 31, 2007, the Company has issued
187,500 shares and received proceeds of $29,495 under the agreement
   F-16
  Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
 NOTE
11    BUSINESS
ACQUISITION
 
 On July
3, 2007, Bedminster National Corp entered into a Stock Purchase Agreement
(“Agreement”) with Metropolitan Computing Corporation, a  New Jersey
Corporation (“MCC”) and Seller in which the Company acquired eighty (80%)
percent of the issued and outstanding shares of MCC.  In consideration
for the purchase of the shares of MCC, the Company agreed to pay up to a total
of Eight Hundred Thousand Dollars ($800,000.00) plus 1,000,000 shares of our
Class A Common Stock; provided, however, that such Purchase Price will be
adjusted in accordance with terms of the Agreement.  The Company paid
the Purchase Price in the following manner: (i) Three Hundred Thousand and
00/100 Dollars ($300,000.00) at Closing, and (ii) Three Hundred Thousand
and 00/100 Dollars ($300,000.00) paid by a Buyer Promissory Note delivered
at the Closing, and (iii) an aggregate of Two Hundred Thousand and 00/100
Dollars and 1,000,000 shares of our Class A Common Stock to be earned by
Seller and paid by Buyer in accordance with the Agreement.  At
December 31, 2007, the Company does not anticipate the seller earning these
additional amounts due under contract and has accordingly not recorded the
contingent purchase price.  The Company used the proceeds from the
July 3, 2007 Promissory Note with Dutchess Private Equities Fund, Ltd. for
the initial payment to Seller.
 
 Bedminster
National Corp also provided a revolving credit line (“Line”) to MCC at closing
of four hundred thousand dollars ($400,000).  The Line provides for an
interest rate of eight (8%) percent, and interest and principal will be repaid
to us annually.    The loan is eliminated in
consolidation.  At any time after the third anniversary of the Closing
provided that the Line has been repaid, Seller may put his remaining shares of
MCC (“Sellers’ Shares”) to BNC and the Company must purchase Seller’s 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) and
divided by five (5) or $200,000, whichever is greater (the “Put
Amount”).  The Put Amount will be paid to Seller in cash in three (3)
equal annual payments.   Also, the Company entered into an
employment agreement with Seller which provides for a five (5) year term
and  have  mutually agreed to salary, benefits and other
standard provisions including a non-compete clause.
 
 The
preliminary allocation of the total purchase price of MCC’s net tangible and
identifiable assets was based on their estimated fair value as of July 3, 2007.
The total purchase price of $ 603,849 has been allocated as
follows:
 
 PurchasedCASH
              
              $
              44,291ACCOUNTS
      RECEIVABLE
              
              
              85,006INVENTORY
              
              
              110,518EMPLOYEE
      LOAN RECEIVABLE
              
              
              16,167NET
      PROP AND EQUIP
              
              
              52,838CUSTOMER
      LIST
              
              
              373,400TECHNOLOGY
      RIGHTS
              
              
              275,000$
              957,220ACCOUNTS
      PAYABLE
              
              $
              91,054LINES
      OF CREDIT
              
              
              112,326MINORITY
      INTEREST
              
              
              150,000353,380PURCHASE
      PRICE
              
              
              603,840$
              957,220
    F-17
 Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
 The
following un-audited pro-forma summary presents the results of operations as if
the MCC, Inc acquisition described above had occurred as of the beginning of
each of the periods presented below and is not necessarily indicative of the
results that would have occurred had the transactions been completed as of that
date or results that may occur in the future.
 
 Pro-forma
results for the years ended December 31, 2007 and 2006 are as
follow:
  2007
                
                
                
                2006Gross
      revenues
                
                $
                1,479,152
                
                
                
                1,915,447Net
      loss from continuing operations before minority
    interest
                
                
                (1,482,556
                )
                
                
                (309,657
                )Minority
      interest share of (loss) income
                
                
                91,295
                
                
                
                9,205Net
      loss from continuing operations
                
                
                (1,391,261
                )
                
                
                (303,452
                )Discontinued
      operations
                
                
                (258,819
                )
                
                
                -0-Net
      loss
                
                $
                (1,132,442
                )
                
                
                (303,452
                )Loss
      per share
                
                $
                (0.14
                )
                
                
                (0.04
                )Weighted
      average shares outstanding
                
                
                9,865,774
                
                
                
                7,836,104
  NOTE
12    BUSINESS
SEGMENTS
 
 During
2007, the Company’s Bedminster Financial, Bedminster Capital and Bedminster
National segments do not meet the quantitative thresholds and have been combined
in other segments.  During 2006, the Company only had one segment,
consulting services.   The Company’s consulting segment provides
business consulting services.   The Company’s MCC Segment is
active in the design, development, and marketing of instrumentation equipment
for the pharmaceutical industry.
  For the twelve months ended December 31,
      2007
                
                Other
                
                
                MCC
                
                
                Elim
                
                
                TOTALRevenue
                
                $
                22,226
                
                
                $
                715,834
                
                
                $
                (20,726
                )
                
                $
                717,334Loss
      from continuing operations
                
                
                (932,218
                )
                
                
                (456,473
                )
                
                
                44,981
                
                
                
                (1,343,710
                )Assets
                
                
                1,022,427
                
                
                
                401,338
                
                
                
                (419,492
                )
                
                
                1,004,273Depreciation
      and Amortization
                
                
                46,924
                
                
                
                7,548
                
                
                
                0
                
                
                
                54,472Purchase
      of property and equipment
                
                
                0
                
                
                
                0
                
                
                
                0
                
                
                
                0
  
 NOTE
13    DISCONTINUED
OPERATIONS/SPIN-OFF
 
 On
January 18, 2007, Bedminster National Corp. established two wholly owned
subsidiaries (Bedminster Capital Corp, (“BCC’) a real estate management company
and Bedminster Financial Corp, (“BFC”) an investment management company) in the
State of Nevada.  On August 31, 2007, both entities were spun-off from
Bedminster National Corp. as a spin-off to shareholders.  At the time
of distribution BCC and BFC had net capital deficiencies of
$258,819.  The elimination of these net capital deficiencies was
recorded as an increase to contributed capital.
   F-18
 Bedminster
National Corp and Subsidiaries
 Notes
to Financial Statements
 December 31, 2007
(Consolidated) and 2006
 
 NOTE
14    SUPPLEMENTAL CASH FLOW
INFORMATION
 
 (a)
              Supplemental
      Cash Flow Information
  2007
              
              
              2006Cash
      paid for income taxes
              
              $
              2,397
              
              
              $
              750Cash
      paid for interest
              
              $
              260,139
              
              
              $
              13,025
 
 (b)
              Non
      cash transactions
 
 2007
              
              
              2006Asset
      and liabilities purchasesat
      business acquisition (see Note
      11)
              
              $
              344,921
              
              
              $
              -0-Transfer
      of net liabilities ofdiscontinued
      operations (see Note
      13)
              
              $
              258,819
              
              
              $
              -0-Stock
      issued for debt
      discount
              
              $
              308,750
              
              
              $
              -0-Notes
      payable issued for debt
      discount
              
              $
              375,000
              
              
              $
              -0-Stock
      issued to repay notes
      payable
              
              $
              21,285
              
              
              $
              -0-
 NOTE 15 SUBSEQUENT
EVENTS(UNAUDITED)
  On
February 29, 2008, the Company entered into a Letter of Intent to acquire eighty
(80%) percent of the outstanding shares of another company for approximately
$16,000,000 to be paid in a combination of cash, mandatory redeemable
convertible preferred stock and an earn-out by the Seller pursuant to which the
Seller will receive forty (40%) percent of distributions made by the acquired
company.
  At any
time after the fifth anniversary of the Closing, the Seller may put the balance
of his shares to the Company and the Company must purchase the Seller
Shares.   Also,  the Company 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.
 
 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.
 
 During
2008, the Company issued 27,500 shares of the Company’s Class A common stock
to F. Chandler Coddington Jr., IRA, Beacon Trust Company, Trustee for a
convertible note.   Such shares were issued pursuant to an
exemption from registration at Section 4(2) of the Securities Act of
1933.  In addition, the Company issued 180,000 to Dutchess in
connection with the loan.














F-19




Item
8.                      
Changes In and Disagreements With Accountants on Accounting and Financial
Disclosure.
  (1)
              Previous
      Independent Registered
Auditors:
  On
December 28, 2007, Webb & Company, P.A. (“Webb”) resigned as independent
registered auditor for the Company.   The Company engaged Withum
Smith & Brown, P.C.(“Withum”) as its new
independent registered auditors as of January 7, 2008.  Prior to such
date, the Company did not consult with Withum regarding (i) the application of
accounting principles, (ii) the type of audit opinion that might be rendered, or
(iii) any other matter that was the subject of a disagreement between the
Company and its former auditor as described in Item 304(a)(1)(iv) of Regulation
S- B.  This decision to engage Withum was ratified by the majority approval
of the Board of Directors of the Company.
 Item
8A.  Controls and Procedures.
 
 The
Company's management evaluated, with the participation of its President, the
effectiveness of the design/operation of its disclosure controls and procedures
(as defined in Rules 13a-15(e) and 15d-15(e) under the SEC Act of 1934) as of
December 31, 2007.  Based on such evaluation, the President of the Company
concluded that its disclosure controls and procedures are designed to ensure
that information required to be disclosed by the Company in the reports that it
files or submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and reported within the time periods specified in the
rules and regulations of the Securities and Exchange Commission and is not
operating in an effective manner.
 
  Our
internal control over financial reporting is a process designed to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of our financial statements for external reporting purposes in
accordance with U.S. generally accepted accounting principles. Under the
supervision and with the participation of management, including our President,
we conducted a review, evaluation, and assessment of the effectiveness of our
internal control over financial reporting as of December 31, 2007 based upon the
criteria set forth in Internal Control — Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
  During
management’s evaluation of internal controls over financial reporting, the
following material weaknesses in the internal control over financial reporting
procedures were found:
  -
              There
      is no Audit Committee in place as required by the Sarbanes-Oxley Act of
      2002.
 -
              There
      is no Whistleblower Policy adopted and communicated to all staff and
      management.
 -
              There
      are no controls in place to ensure complete and accurate recording of all
      trade payables, accrued liabilities and accrued
  purchases.
 -
              There
      are no controls in place to ensure complete and accurate preparation of
      the Statement of Cash Flows as they are currently not reviewed and
      re-calculated by a person other than the
  preparer.
 -
              There
      is no independent review of expenditures that are approved by the CEO by
      the Audit Committee to ensure validity of
  expenditures.
 -
              There
      is no independent review of expenditure classifications to ensure they are
      complete and accurate.
 -
              All
      spreadsheets that are used in connection with preparation of the financial
      statements are not independently re-calculated, reviewed and approved by
      management.
 -
              There
      is no independent review and re-calculation of stockholders’ equity
      section of the financial statement.
 -
              There
      is no independent review and re-calculation of investments in subsidiaries
      and other equity investment values represented in the financial
      statements.
 -
              There
      is no independent review by company management that financial statements
      are prepared in conformity with GAAP and SEC reporting requirements as
      well as related footnote disclosures based on current GAAP and SEC
      standards.
 
 Based on
the material weaknesses noted above, management concludes that the internal
controls over financial reporting are not effective.  Management will be
undertaking remediation efforts on a cost-effective basis to remediate material
weaknesses during the next fiscal year.  Based on cost constraints not all
material weaknesses are expected to be remediated.  As a result, internal
controls over financial reporting are expected to remain not effective until
revenues from operations are sufficient to support additional internal controls
and the formation of an audit committee.
  There
were no changes in internal control over financial reporting (as defined in
Rules 13a-15(f) and 15(d)-15(f) under the SEC Act of 1934) identified in
connection with the evaluation as of December 31, 2007 by the President, which
occurred during the most recent fiscal quarter, which have materially affected,
or are reasonably likely to materially affect, internal control over financial
reporting.
 
 This
annual report does not include an attestation report of the company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the company’s registered
public accounting firm pursuant to rules of the Securities and Exchange
Commission that permit the company to provide only management’s report in this
annual report








17




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 AppointmentPaul
      Patrizio
              
              51
              
              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, and 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.
 
 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
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.
  Term of
Office
  The
Company’s director was 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.
 
 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.




18


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.
  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, 2007 and 2006 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,
                President,
      Chief
              
              
              2007
              
              $
              209,375
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              
              $
              209,375Executive
      Officer,
              
              
              2006
              
              $
              173,067
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              0
              
              
              
              $
              173,067Chief
      Financial Officer
 
 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, 2007, and the
subsequent period up to the date of the filing of this prospectus.
  Employment
Agreements
  The
Company 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 the Company 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 Class A Common Stock 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.
  The
Company entered into an employment agreement with Michael Levin, the President
of MCC, which became effective on July 2 , 2007.  The employment
agreement has a term of five (5) years and calls for an annual salary of
$180,000 which amount shall  increase by no less than 5%
annually.  In the event of termination of employment without cause,
the agreement provides that the Company shall pay severance equaling
60%  of his salary for the balance of the term of the agreement
..  In addition, Mr. Levin will receive a $500 per month automobile
allowance and a $400 per month cellular telephone allowance and  home
office allowance .    He is also entitled to all employee
benefits and life insurance in the amount of $1,500,000.  The
agreement also calls for Mr. Levin to receive his annual salary upon death or
disability for a one year period after such event.




19




Compensation of
Directors
  For the
fiscal year ended December 31, 2007, 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 April 11, 2008, 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 9,730,900 shares of Class A Common Stock issued and outstanding, and
2,154,000 shares of Class B Common Stock issued and outstanding as of
April 11, 2008.  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.
  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.  As of December 31, 2007 $13,000 of this fee was paid to
Apogee. Apogee is affiliated with Mr. Patrizio.


20






Item
13.                                Exhibits.
  Exhibit No.
                
                Title
      of Document
                
                Location3.1.1
                
                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
                
                Filed
      herewith14.1
                
                Code
      of Ethics
                
                Filed
      herewith31.1
                
                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
  The
following table sets forth the fees for services provided by Withum, and Webb
and Co. relating to the year ended December  31, 2007.
 
 Withum
                
                
                Webb
      & CoAudit
      Fees
                
                $
                40,000
                
                
                $
                14,926Total
                
                $
                40,000
                
                
                $
                14,926
 Audit Related
Fees
  For our
fiscal years ended December 31, 2007 and 2006 we did not incur any audit related
fees.
  Tax Fees
  For our
fiscal years ended December 31, 2007 and 2006, we were billed $1,000 and $1,000,
respectively 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, 2007 and
2006.





21


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 PatrizioPAUL
      PATRIZIOPresident,
      Chief Executive Officer,
              Chief
      Financial OfficerDate:
            April
      11, 2008





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,
            
            April
      11, 2008PAUL
      PATRIZIO
            
            Chief
      Financial Officer