**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**


(Mark
      One)


**S**
            **Quarterly
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934.**




**For
      the quarterly period ended June 30, 2007.**


**or**




**£**
            **Transition
                Report Pursuant to Section 13 or 15(d) of the Securities Exchange
                Act of
                1934.**




**For
      the transition period from ______to______.**




**Commission
      file number 333-127329**




**BEDMINSTER
      NATIONAL CORP.**


(Exact
      name of registrant as specified in its charter)





**Nevada**
            **20-2779605**(State
                or other jurisdiction of
            (I.R.S.
                Employer Identification No.)incorporation
                or organization)




**90
                Washington Valley Road, Bedminster, New Jersey**
            **07921**(Address
                of principal executive offices)
            (Zip
                Code)




**(908)719-8940**


(Registrant’s
      telephone number, including area code)




(Former
      name, former address and former fiscal year, if changed since last
      report)




Check
      whether the issuer (1) has filed all reports required to be filed by Section
      13
      or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter
      period that the issuer was required to file such reports), and (2) has been
      subject to such filing requirements for the past 90 days.




Yes              x                                No                       o




Indicate
      by check mark whether the registrant is a shell company as defined in Rule
      12b-2
      of the Exchange Act.





Yes              x                                No                       o





State
        the
        number of shares outstanding of each of the issuer's classes of Class A Common
        Stock and Class B Common Stock, as of August 16, 2007 are 8,505,900shares
        of
        Class A Common Stock and 2,154,000 shares of Class B Common
        Stock.

















**BEDMINSTER
      NATIONAL CORP.**


**FINANCIAL
      STATEMENTS**




**INDEX**




**PART
      I-- FINANCIAL INFORMATION**








Item
                1.
            Financial
                StatementsItem
                2.
            Management’s
                Discussion and Analysis of Financial ConditionItem
                3.
            Control
                and Procedures




**PART
      II-- OTHER INFORMATION**




Item
                1.
            Legal
                ProceedingsItem
                2.
            Changes
                in SecuritiesItem
                3.
            Defaults
                Upon Senior SecuritiesItem
                4.
            Submission
                of Matters to a Vote of Security HoldersItem
                5.
            Other
                InformationItem
                6.
            Exhibits
                and Reports on Form 8-K








**Item
      1. Financial Information**




BASIS
      OF
      PRESENTATION




The
      accompanying reviewed financial statements are presented in accordance with
      generally accepted accounting principles for interim financial information
      and
      the instructions to Form 10-QSB and item 310 under subpart A of Regulation
      S-B.
      Accordingly, they do not include all of the information and footnotes required
      by generally accepted accounting principles for complete financial statements.
      In the opinion of management, all adjustments (consisting only of normal
      occurring accruals) considered necessary in order to make the financial
      statements not misleading, have been included. Operating results for the six
      months ended June 30, 2007 are not necessarily indicative of results that may
      be
      expected for the year ending December 31, 2007. The financial statements are
      presented on the accrual basis.






2






**BEDMINSTER
                  NATIONAL CORP. AND
                  SUBSIDIARIES****(A
                  DEVELOPMENT STAGE COMPANY)****CONDENSED
                  CONSOLIDATED BALANCE SHEET****AS
                  OF JUNE 30, 2007****Unaudited****ASSETS****CURRENT
                  ASSETS**Cash
              
              $
              27,516Total
                  Current Assets
              
              
              27,516**Property,
                  Plant, and Equipment (net of depreciation of
                  $432)**
              
              
              1,398**OTHER
                  ASSETS**Deposits
              
              
              1,300Total
                  Other Assets
              
              $
              1,300**TOTAL
                  ASSETS**
              
              
              30,214**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued expenses
              
              $
              122,109Accrued
                  interest
              
              
              3,486Lines
                  of Credit - current portion
              
              
              54,763Note
                  payable - current portion
              
              
              5,959Convertible
                  notes payable net of discount of $39,722 - stockholder
              
              
              310,279Total
                  Current Liabilities
              
              
              496,596OTHER
                  LIABILITIESLines
                  of Credit - net of current portion
              
              
              129,584Note
                  Payable - net of current portion
              
              
              38,728Total
                  Other Liabilities
              
              
              168,312**TOTAL
                  LIABILITIES**
              
              
              664,908**STOCKHOLDERS’
                  DEFICIT**Preferred
                  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,
                  6,630,900 shares issued and outstanding
              
              
              663Common
                  stock – Class B, $0.0001 par value, 3,000,000 shares authorized, 2,154,000
                  shares issued and outstanding
              
              
              215Additional
                  paid in capital
              
              
              291,906Accumulated
                  deficit during development stage
              
              
              (927,478
              )Total
                  Stockholders’ Deficit
              
              
              (634,694
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIT**
              
              $
              30,214






See
      Notes to Unaudited Financial
      Statements.






3




**BEDMINSTER
                  NATIONAL CORP. AND SUBSIDIARIES****(A
                  DEVELOPMENT STAGE COMPANY)****CONDENSED
                  CONSOLIDATED STATEMENTS OF OPERATIONS****Unaudited**For
                  the three Months Ended June 30, 2007 Consolidated
              
              
              For
                  the three Months ended June 30, 2006
              
              
              For
                  the six Months Ended June 30, 2007 Consolidated
              
              
              For
                  the six Months ended June 30, 2006
              
              
              For
                  the Period from April 22, 2005 (Inception) to June 30, 2007
                  Consolidated**REVENUES**
              
              $
              500
              
              
              $
              9,000
              
              
              $
              1,500
              
              
              $
              18,000
              
              
              $
              35,000**OPERATING
                  EXPENSES**Professional
                  fees
              
              
              230,088
              
              
              
              5,000
              
              
              
              283,327
              
              
              
              20,000
              
              
              
              371,520Officer
                  Compensation
              
              
              64,900
              
              
              
              9,041
              
              
              
              130,842
              
              
              
              26,190
              
              
              
              303,908General
                  and administrative
              
              
              28,577
              
              
              
              69,158
              
              
              
              53,197
              
              
              
              71,764
              
              
              
              197,238Total
                  Operating Expenses
              
              
              323,565
              
              
              
              83,199
              
              
              
              467,366
              
              
              
              117,954
              
              
              
              872,666**LOSS
                  FROM OPERATIONS**
              
              
              (323,065
              )
              
              
              (74,199
              )
              
              
              (465,866
              )
              
              
              (99,954
              )
              
              
              (837,666
              )**OTHER
                  INCOME (EXPENSE)**Interest
              
              
              (31,252
              )
              
              
              (1,991
              )
              
              
              (53,743
              )
              
              
              (1,991
              )
              
              
              (88,542
              )Total
                  Other Income (Expense)
              
              
              (31,252
              )
              
              
              (1,991
              )
              
              
              (53,743
              )
              
              
              (1,991
              )
              
              
              (88,542
              )**NET
                  LOSS BEFORE INCOME TAXES**
              
              
              (354,317
              )
              
              
              (76,190
              )
              
              
              (519,609
              )
              
              
              (101,945
              )
              
              
              (926,208
              )Provision
                  for Income Taxes
              
              
              -
              
              
              
              -
              
              
              
              520
              
              
              
              750
              
              
              
              1,270**NET
                  LOSS**
              
              
              (354,317
              )
              
              
              (76,190
              )
              
              
              (520,129
              )
              
              
              (102,695
              )
              
              
              (927,478
              )Net
                  loss per share - basic and diluted
              
              $
              (0.04
              )
              
              $
              (0.01
              )
              
              $
              (0.06
              )
              
              $
              (0.01
              )
              
              $
              (0.12
              )Weighted
                  average number of shares outstanding during the period - basic
                  and
                  diluted
              
              
              8,727,726
              
              
              
              7,757,956
              
              
              
              8,654,766
              
              
              
              7,736,099
              
              
              
              7,948,614




See
        Notes to Unaudited Financial
        Statements.






4




**BEDMINSTER
                  NATIONAL CORP. AND SUBSIDIARIES****(A
                  DEVELOPMENT STAGE COMPANY)****CONDENSED
                  STATEMENT OF STOCKHOLDERS’ DEFICIT****FOR
                  THE PERIOD FROM APRIL 22, 2005 (INCEPTION) TO JUNE 30,
                  2007****Unaudited****Preferred
                  Stock**
              
              
              **Common
                  Stock _A**
              
              
              **Common
                  Stock -B**
              
              
              
              
              
              **Subscription**
              
              
              **Accum****Shares**
              
              
              **Amount**
              
              
              **Shares**
              
              
              **Amount**
              
              
              **Shares**
              
              
              **Amount**
              
              
              **APIC**
              
              
              **Receivable**
              
              
              **Deficit**
              
              
              **Total**Common
                  stock issued tofounders
                  for cash ($0.0001/share)
              
              
              -
              
              
              $
              -
              
              
              
              5,000,000
              
              
              $
              500
              
              
              
              2,000,000
              
              
              $
              200
              
              
              $
              4,300
              
              
              $
              (4,500
              )
              
              $
              -
              
              
              $
              500Common
                  stock issuedfor
                  cash ($0.10/share)
              
              
              -
              
              
              
              -
              
              
              
              235,000
              
              
              
              24
              
              
              
              94,000
              
              
              
              9
              
              
              
              23,467
              
              
              
              -
              
              
              
              -
              
              
              
              23,500Common
                  stock issued for services ($0.10/share)
              
              
              -
              
              
              
              -
              
              
              
              275,000
              
              
              
              27
              
              
              
              110,000
              
              
              
              11
              
              
              
              27,462
              
              
              
              -
              
              
              
              -
              
              
              
              27,500Conversion
                  of Class B shares toClass
                  A Shares
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              -In-Kind
                  Contribution of services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              5,000
              
              
              
              -
              
              
              
              -
              
              
              
              5,000Cash
                  collected on subscription rec
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              4,500
              
              
              
              -
              
              
              
              4,500Common
                  Stock issued for Services ($0.10 per share)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
                  loss for the period April 22, 2005(inception)
                  to December 31, 2005
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (51,666
              )
              
              
              (51,666
              )**Balance
                  December 31, 2005**
              
              
              -
              
              
              
              -
              
              
              
              5,510,000
              
              
              $
              551
              
              
              
              2,204,000.00
              
              
              $
              220
              
              
              $
              60,229
              
              
              
              -
              
              
              $
              (51,666
              )
              
              $
              9,334Common
                  Stock issued for cash($0.10 per share)
              
              
              -
              
              
              
              -
              
              
              
              550,000
              
              
              
              55
              
              
              
              -
              
              
              
              -
              
              
              
              54,945
              
              
              
              
              
              
              
              
              
              
              
              55,000Conversion
                  of Class B shares to Class A shares
              
              
              -
              
              
              
              -
              
              
              
              48,000
              
              
              
              5
              
              
              
              (48,000.00
              )
              
              
              (5
              )
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -In-Kind
                  contribution of services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              20,000
              
              
              
              -
              
              
              
              -
              
              
              
              20,000Common
                  stock issued for services ($0.10 per share)
              
              
              -
              
              
              
              -
              
              
              
              260,000
              
              
              
              26
              
              
              
              
              
              
              
              
              
              
              
              25,974
              
              
              
              
              
              
              
              -
              
              
              
              26,000Net
                  loss for the year ended December 31, 2006
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              $
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              $
              (355,683
              )
              
              
              (355,683
              )**Balance,
                  December 31, 2006**
              
              
              -
              
              
              
              -
              
              
              
              6,368,000
              
              
              
              637
              
              
              
              2,156,000
              
              
              
              215
              
              
              $
              161,148
              
              
              
              -
              
              
              $
              (407,349
              )
              
              $
              (245,349
              )Common
                  stock issued for cash
              
              
              -
              
              
              
              -
              
              
              
              30,900
              
              
              
              3
              
              
              
              -
              
              
              
              -
              
              
              
              5,281
              
              
              
              -
              
              
              
              -
              
              
              
              5,284($0.17
                  per share)Common
                  stock issued for cash
              
              
              -
              
              
              
              -
              
              
              
              150,000
              
              
              
              15
              
              
              
              -
              
              
              
              -
              
              
              
              37,485
              
              
              
              -
              
              
              
              -
              
              
              
              37,500($0.25
                  per share)Conversion
                  of Class B shares toClass
                  A Shares
              
              
              -
              
              
              
              -
              
              
              
              2,000
              
              
              
              -
              
              
              
              (2,000
              )
              
              
              -
              
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -In-kind
                  contribution of services
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              80,000
              
              
              
              -
              
              
              
              -
              
              
              
              80,000Common
                  Stock issued for Services ($0.10 per share)
              
              
              -
              
              
              
              -
              
              
              
              80,000
              
              
              
              8
              
              
              
              -
              
              
              
              -
              
              
              
              7,992
              
              
              
              -
              
              
              
              -
              
              
              
              8,000Net
                  loss for the six monthsended
                  June 30, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (520,129
              )
              
              
              (520,129
              )**(Consolidated)
                  Balance June 30, 2007**
              
              
              -
              
              
              
              -
              
              
              
              6,630,900
              
              
              $
              663
              
              
              
              2,154,000
              
              
              $
              215
              
              
              $
              291,906
              
              
              
              -
              
              
              $
              (927,478
              )
              
              $
              (634,694
              )


See
          Notes to Unaudited Financial
          Statements.
 5




**BEDMINSTER
                  NATIONAL CORP. AND SUBSIDIARIES****(A
                  DEVELOPMENT STAGE COMPANY)****CONDENSED
                  STATEMENTS OF CASH FLOWS****Unaudited**For
                  the Six Months Ended June 30, 2007 Consolidated
              
              
              For
                  the Six Months Ended June 30, 2006
              
              
              For
                  the Period from April 22, 2005 (Inception) to June 30,
                  2007 Consolidated**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss
              
              $
              (520,129
              )
              
              $
              (102,695
              )
              
              $
              (927,478
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:depreciation
              
              
              305
              
              
              
              -
              
              
              
              432amortization
                  of note payable discount
              
              
              32,431
              
              
              
              1,042
              
              
              
              52,779Stock
                  issued for services
              
              
              8,000
              
              
              
              -
              
              
              
              61,500In-kind
                  contribution of services
              
              
              80,000
              
              
              
              20,000
              
              
              
              105,000Changes
                  in operating assets and liabilities:
              
              
              -
              
              
              
              -
              
              
              
              -Increase
                  in accounts payable and accrued expenses
              
              
              106,426
              
              
              
              11,891
              
              
              
              122,109Increase
                  in deposits
              
              
              (900
              )
              
              
              -
              
              
              
              (1,300
              )Increase
                  in prepaids
              
              
              -
              
              
              
              (1,708
              )
              
              
              -Increase
                  in accrued interest
              
              
              1,117
              
              
              
              -
              
              
              
              3,486Net
                  Cash Used In Operating Activities
              
              
              (292,750
              )
              
              
              (71,470
              )
              
              
              (583,472
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Purchase
                  of fixed assets
              
              
              -
              
              
              
              -
              
              
              
              (1,830
              )Net
                  Cash Used In Investing Activities
              
              
              -
              
              
              
              -
              
              
              
              (1,830
              )**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  from issuance of common stock
              
              
              42,784
              
              
              
              5,000
              
              
              
              126,284Proceeds
                  on notes payable
              
              
              -
              
              
              
              70,000
              
              
              
              47,495Repayment
                  of notes payable
              
              
              (2,808
              )
              
              
              -
              
              
              
              (2,808
              )Proceeds
                  on convertible notes payable - shareholder
              
              
              37,500
              
              
              
              -
              
              
              
              257,500Proceeds
                  from lines of credit
              
              
              131,938
              
              
              
              786
              
              
              
              184,347Proceeds
                  from stockholder loans
              
              
              -
              
              
              
              -
              
              
              
              699Repayment
                  of stockholder loans
              
              
              -
              
              
              
              -
              
              
              
              (699
              )Net
                  Cash Provided By Financing Activities
              
              
              209,414
              
              
              
              75,786
              
              
              
              612,818NET
                  INCREASE (DECREASE) IN CASH
              
              
              (83,336
              )
              
              
              4,316
              
              
              
              27,516CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              110,852
              
              
              
              12,698
              
              
              
              -CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              27,516
              
              
              $
              17,014
              
              
              $
              27,516






See
        Notes to Unaudited Financial
        Statements.









6




**Bedminster
        National Corp and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Condensed Consolidated Financial Statements**




**NOTE
                  1**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES AND
                  ORGANIZATION**
 
 ***(A)
        Basis of Presentation***
 
 The
        accompanying unaudited condensed 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 interim financial information.  Accordingly, they do not include
        all the information necessary for a comprehensive presentation of financial
        position and results of operations.
 
 It
        is
        management's opinion, however that all material adjustments (consisting of
        normal recurring adjustments) have been made which are necessary for a fair
        financial statements presentation.  The results for the interim period
        are not necessarily indicative of the results to be expected for the
        year.
 
 ***(B)
        Organization***
 
 Bedminster
        National Corp. (a development stage company) was incorporated under the laws
        of
        the State of Delaware on April 22, 2005 and reincorporated in the State of
        Nevada on October 20, 2006.  On January 18, 2007, Bedminster National
        Corp. established two wholly owned subsidiaries (Bedminster Capital Corp.
        a real
        estate management company and Bedminster Financial Corp an investment management
        company) in the State of Nevada.  Bedminster National Corp was
        organized to provide management consulting services and intends to acquire
        profitable and near term profitable small and medium sized
        businesses.  Bedminster National Corp and its two wholly owned
        subsidiaries are here after referred to as the “Company.” Activities during the
        development stage include developing the business plan and raising
        capital.
 
 
 Bedminster
        Capital Corp’s (“BCC”) principal business is the ownership and management of
        real estate.  BCC will buy, manage, operate, rehabilitate and dispose
        of real property of various types and descriptions, and engage in such other
        business and investment activities as would benefit the Company and its
        shareholders.  BCC will seek income producing commercial or
        residential property and all of the Company’s properties will be managed by
        professional third party property management companies.
 
 Bedminster
        Financial Corp. (“BFC”) intends to manage investment assets and provide trust
        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.
   7
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial Statements**
  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.
 
 
 ***(C)
        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.
 
 ***(D)
        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.
 
 
 ***(E)
        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. and Bedminster Capital Corp. from January 18, 2007 to June
        30,
        2007.  All significant intercompany accounts and transactions have
        been eliminated in consolidation.
 
 ***(F)
        Income Taxes***
 
 The
        Company accounts for income taxes under the Statement of Financial Accounting
        Standards No. 109, “Accounting for Income Taxes” (“Statement
        109”).  Under Statement 109, deferred tax assets and liabilities are
        recognized for the future tax consequences attributable to differences between
        the financial statement carrying amounts of existing assets and liabilities
        and
        their respective tax bases.  Deferred tax assets and liabilities are
        measured using enacted tax rates expected to apply to taxable income in the
        years in which those temporary differences are expected to be recovered or
        settled.  Under Statement 109, the effect on deferred tax assets and
        liabilities of a change in tax rates is recognized in income in the period
        that
        includes the enactment date.
   8
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial
            Statements**
 ***(G)
        Property and Equipment***
 
 Property
        and equipment are stated at cost, less accumulated
        depreciation.  Expenditures for maintenance and repairs are charged to
        expense as incurred.  Depreciation is provided using the straight-line
        method over the estimated useful life of five years
 
 ***(H)
        Business Segments***
 
 The
        Company’s operating segments are organized internally primarily by the type of
        services performed.  The Company has three operating
        segments:  consulting services, property management, and investment
        services.
 
 ***(I)
        Revenue Recognition***
 
 Revenues
        include fees billed for consulting services on a month to month
        contract.  These revenues are recognized as the services are
        performed.
 
 ***(J)
        Financial Instruments***
 
 The
        Company’s financial instruments consist of cash, notes payable, and lines of
        credit.  Unless otherwise noted, it is management’s opinion that the
        Company is not exposed to significant interest, currency or credit risks
        arising
        from these financial instruments.  The fair value of these financial
        instruments approximates their carrying value, unless otherwise
        noted.
 
 ***(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)
        Loss Per Share***
 
 Basic
        and
        diluted net loss per common share is computed based upon the weighted average
        common shares outstanding as defined by Financial Accounting Standards No.
        128,
“Earnings Per Share.”  As of June 30, 2007 and 2006, there were
        700,000 and 50,000 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.
   9
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial Statements**
 ***(M)
        Stock-Based Compensation***
 
 In
        December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which
        replaces SFAS No. 123 and supersedes APB Opinion No. 25.  Under SFAS
        No. 123(R), companies are required to measure the compensation costs of
        share-based compensation arrangements based on the grant-date fair value
        and
        recognize the costs in the financial statements over the period during which
        employees are required to provide services. Share-based compensation
        arrangements include stock options, restricted share plans, performance-based
        awards, share appreciation rights and employee share purchase plans. In March
        2005 the SEC issued Staff Accounting Bulletin No. 107, or "SAB 107". SAB
        107
        expresses views of the staff regarding the interaction between SFAS No. 123(R)
        and certain SEC rules and regulations and provides the staff's views regarding
        the valuation of share-based payment arrangements for public companies. SFAS
        No.
        123(R) permits public companies to adopt its requirements using one of two
        methods.  On April 14, 2005, the SEC adopted a new rule amending the
        compliance dates for SFAS 123R. Companies may elect to apply this statement
        either prospectively, or on a modified version of retrospective application
        under which financial statements for prior periods are adjusted on a basis
        consistent with the pro forma disclosures required for those periods under
        SFAS
        123. Effective January 1, 2006, the Company has fully adopted the provisions
        of
        SFAS No. 123R and related interpretations as provided by SAB 107.  As
        such, compensation cost is measured on the date of grant at their fair
        value.  Such compensation amounts, if any, are amortized over the
        respective vesting periods of the option grant.  The Company applies
        this statement prospectively.
 
 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. 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.
 
 
 10
 **Bedminster
                National Corp and Subsidiaries**
 **(A
                Development Stage Company)**
 **Notes
                to Condensed Consolidated Financial Statements**
 ***(N)
          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 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 Company's financial
        statements.
  **NOTE
                  2**
              **STOCKHOLDERS’
                  DEFICIT**
 
 ***(A)
        Common Stock Issued for Cash***
 
 On
        April
        22, 2005, the Company issued 5,000,000 shares of Class A common stock and
        2,000,000 shares of Class B common stock to its founder for cash of $500
        ($0.0001 per share).
 
 During
        2005, the Company issued 235,000 shares of Class A common stock and 94,000
        shares of Class B common stock for cash of $23,500 ($0.10 per
        share).
 
 During
        2006, the Company issued 550,000 shares of Class A stock for cash of $55,000
        ($0.10 per share).
   11
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial
            Statements**
 During
        2007, the Company issued 30,900 shares of Class A stock for cash of $5,284
        ($0.17 per share).
 
 During
        2007, the Company issued 150,000 shares of Class A stock for cash of $37,500
        ($0.25 per share)
 
 All
        issued and outstanding shares of Class A common stock and Class B common
        stock
        shall be identical and shall entitle the holders to the same rights and
        privileges except that the Class A shares have no voting rights.
 
 
 ***(B)
        In-Kind Contribution***
 
 During
        2005, a stockholder of the Company contributed services with a fair value
        of
        $5,000.
 
 During
        2006, a stockholder of the Company contributed services with a fair value
        of
        $20,000.
 
 During
        2007, a company related to the principal stockholder of the Company contributed
        services with a fair value of $80,000.
 
 ***(C)
        Common Stock Issued for Services***
 
 During
        2005, the Company issued 275,000 shares of Class A common stock and 110,000
        shares of Class B common stock for services with a fair value of $27,500
        ($0.10/share).
 
 During
        2006, the Company issued 260,000 shares of Class A common stock which consisted
        of 110,000 shares for legal services, 100,000 shares for consulting services,
        and 50,000 shares for accounting services with a fair value of $26,000
        ($0.10/share).
 
 On
        February 2, 2007, 50,000 shares with a fair value $5,000 ($0.10 per share)
        of
        Class A common stock was issued to two principals of our investor relations
        firm
        for services.
 
 On
          April
          1, 2007, the Company issued 30,000 shares Class A shares to a consultant
          as a
          retainer pursuant to a consulting agreement. The agreement is for a term
          of six
          months to provide financial  advisory services.  The
          agreement also calls for a fee of 10% of all investment proceeds received
          by the
          Company either directly or indirectly as a result of the consultant’s
          efforts.  In addition, the consultant is also entitled to warrants
          equal to 10% of the shares sold or that would be issued upon conversion
          of any
          convertible securities.
  
 12
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial Statements**
   ***(D)
        Conversion of Class A to Class B***
 
 During
        2006 stockholders converted 48,000 shares of Class B shares to 48,000 Class
        A
        shares.
 
 On
        May 7,
        2007, a stockholder converted 2,000 Class B shares to 2,000 Class A
        shares.
 
 
 **NOTE
                  3**
              **RELATED
                  PARTY TRANSACTIONS**
 
 The
        Company has entered into an employment agreement with the sole officer of
        the
        Company that became effective May 1, 2006.  The employment agreement
        ends December 31, 2015 and calls for an annual salary of $250,000 (which
        amount
        shall be increased by $35,000 when and if the Company’s revenues, based on the
        trailing twelve months over per forma basis, exceed $10,000,000 and there
        after
        increase by an additional $25,000 for each proforma revenue increase of
        $10,000,000), which salary shall increase by no less then 5%
        annually.  In the event of termination of employment without cause,
        the agreement provides that the Company shall pay severance equaling the
        greater
        of the balance of the term of the agreement or one year’s salary. In addition
        the CEO will receive a $600 per month automobile allowance, $100 cellular
        telephone allowance, a $200 home office allowance and a professional fee
        allowance of $100 per month.  The CEO will also earn an annual bonus
        of 10% of the annual adjusted EBITDA earnings.  The Bonus will be paid
        65% in cash and 35% in common shares – A class at the annual average stock
        price.  The CEO is also entitled to all employee benefits and life
        insurance in the amount of $3,000,000.  The agreement also calls for
        the CEO to receive a lump sum payment of 300% of hiss annual salary upon
        death
        or termination during the term of the agreement.
 
 During
        2006, the Company entered into convertible notes payable transactions with
        stockholders for $275,000 (See note 7).
 
 In
        October 2006, the Board of Directors agreed to pay Apogee Partners Ltd. a
        fee of
        $200,000 in cash for arranging the Dutchess Equity Line.  A portion of
        such fee shall be paid from time to time only when the Board of Directors
        determines the Company has sufficient operating funds and only when there
        is an
        amount of operating funds remaining after such payment equal to any such
        payment.  Apogee is affiliated with our CEO Mr.
        Patrizio.  As of December 31, 2006 the Company paid
        $5,000.
 
 The
        Company’s Subsidiary, Bedminster Capital Corp. has entered into a management
        services agreement with Apogee Holdings Inc. (a company controlled by our
        President and majority stockholder of our parent) that became effective March
        1,
        2007.
   13
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial Statements**
 The
        management agreement ends December 31, 2017 and calls for an annual fee of
        $240,000 (which amount shall be increased by $5,000 when and if the Company’s
        revenues, based on the trailing twelve months over per forma basis, exceed
        $5,000,000 and there after increase by an additional $2,000 for each proforma
        revenue increase of $5,000,000), which management fee shall increase by no
        less
        then 5% annually.  In the event of termination of services without
        cause, the agreement provides that the Company shall pay the amount of the
        balance of the term of the agreement up to a maximum of $250,000. Apogee
        will
        also earn an annual bonus as follows: ten percent of the annual adjusted
        EBITDA
        based on the audited consolidated results of the Company.  40% of such
        bonus shall be paid in cash and the remaining 60% shall be paid in shares
        of
        Class A Common Stock of the Company based on an amount equal to 120% of the
        annual average stock price.  Such shares shall be restricted from sale
        for a period of three years from the date that Apogee receives such bonus
        shares.  Apogee will also be entitled to an additional bonus of
        $100,000 in cash if and when the Company becomes a separate publicly traded
        entity, provided that the Board shall determine that the Company has sufficient
        funds to pay such bonus or any portion of such bonus from time to
        time.  As of June 30, 2007, the Company has paid $40,000 and Apogee
        has waived $40,000 under the management agreement.
 
 The
        Company’s Subsidiary, Bedminster Financial Corp. has entered into a management
        services agreement with Apogee Holdings Inc that became effective March 1,
        2007. The
        management agreement ends December 31, 2017 and calls for an annual fee of
        $240,000 (which amount shall be increased by $5,000 when and if the Company’s
        revenues, based on the trailing twelve months over per forma basis, exceed
        $5,000,000 and there after increase by an additional $2,000 for each proforma
        revenue increase of $5,000,000), which management fee shall increase by no
        less
        then 5% annually.  In the event of termination of services without
        cause, the agreement provides that the Company shall pay the amount of the
        balance of the term of the agreement up to a maximum of $250,000. Apogee
        will
        also earn an annual bonus as follows: ten percent of the annual adjusted
        EBITDA
        based on the audited consolidated results of the Company.  40% of such
        bonus shall be paid in cash and the remaining 60% shall be paid in shares
        of
        Class A Common Stock of the Company based on an amount equal to 120% of the
        annual average stock price.  Such shares shall be restricted from sale
        for a period of three years from the date that Apogee receives such bonus
        shares.  Apogee will also be entitled to an additional bonus of
        $100,000 in cash if and when the Company becomes a separate publicly traded
        entity, provided that the Board shall determine that the Company has sufficient
        funds to pay such bonus or any portion of such bonus from time to time. As
        of
        June 30, 2007, the Company has paid $40,000 and Apogee has waived $40,000
        under
        the management agreement.
 
 During
        2007, the Company entered into convertible notes payable transactions with
        stockholders for $75,000 (See note 7).
   
 14
  **Bedminster
          National Corp and Subsidiaries**
 **(A
          Development Stage Company)**
 **Notes
          to Condensed Consolidated Financial Statements**
   
 **NOTE
                  4**
              **CONCENTRATIONS**
 
 One
        customer of the Company represented 100% of all of the revenue for the six
        months ended June 30, 2007 and 2006.
 
 **NOTE
                  5**
              **LINES
                  OF CREDIT**
 
 In
        March
        2006, Bank of New York bank approved a $50,000 line of credit for the
        Company.  The line provides an interest rate of 1.5% above the prime
        rate (9.75% as of June 30, 2007) on all outstanding amounts and requires
        monthly
        payments of 1/60 of all principal amounts outstanding under the line plus
        interest.  The sole officer has personally guaranteed the line and
        there is $50,131 outstanding under the line as of the date hereof.
 
 In
        January 2006, Signature Bank approved a $50,000 line of credit for the
        Company.  The line provides an interest rate of 1% above the prime
        rate (9.25% as of June 30, 2007) on all outstanding amounts and requires
        monthly
        payments of 1/36 of all principal amounts outstanding under the line plus
        interest.  The CEO has personally guaranteed the line and there is
        $48,814 outstanding under the line as of the date hereof.
 
 In
        January 2007, Signature Bank approved a $100,000 line of credit for the
        Company’s Subsidiary, Bedminster Financial Corp.  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.  The parent has
        guaranteed the line and there is $42,701 outstanding under the line as of
        the
        date hereof.
 
 In
        January 2007, Signature Bank approved a $100,000 line of credit for the
        Company’s Subsidiary, Bedminster Capital Corp.  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.  The parent has
        guaranteed the line and there is $42,701 outstanding under the line as of
        the
        date hereof.
 
 
 **NOTE
                  6**
              **NOTE
                  PAYABLE**
 
 In
        May
        2006, Bank of New York bank approved a $50,000 loan for the
        Company.  The loan is payable over 84 months at a variable interest
        rate between 8.5% and 9.5%.  The Company has an outstanding balance as
        of June 30, 2007 of $44,687.  The loan is secured with all of the
        assets of the Company.
   15
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial
            Statements**
 **NOTE
                  7**
              **CONVERTIBLE
                  NOTES PAYABLE -
                  SHAREHOLDER**
 
 In
        May,
        2006, a private placement to an investor was completed in the amount of $25,000
        with interest payable (monthly in cash) at 10% percent per
        annum.  This investors received a one year Convertible Promissory Note
        in the amount of $25,000.  The Company also issued 50,000 shares of
        the Company’s common stock in accordance with the private placement
        memorandum.  The proceeds of the offering were allocated to the shares
        of common stock based on a recent cash offering price.  The Company
        recorded a discount on the note payable of $5,000.  The discount will
        be amortized over the life of the note.  The Company has agreed to
        register the common stock with the Securities and Exchange Commission within
        180
        days from closing of the offering.  As of August 15, 2007, the
        offering has not closed.
 
 Notes
                  payable – face value
              
              $
              25,000Notes
                  payable – discount
              
              
              -Notes
                  payable – net
              
              $
              25,000
 
 In
        August, 2006, a private placement to five investors was completed in the
        amount
        of $250,000 with interest payable (monthly in cash) at 10% percent per
        annum.  These investors received a one year Convertible Promissory
        Note in the total amounts of $250,000.  The Company also issued
        500,000 shares of the Company’s common stock in accordance with the private
        placement memorandum.  The proceeds of the offering were allocated to
        the shares of common stock based on a recent cash offering price.  The
        Company recorded a discount on the note payable of $50,000.  The
        discount will be amortized over the life of the note.  The Company has
        agreed to register the common stock with the Securities and Exchange Commission
        within 180 days from closing of the offering.  As of August 15,
        2007, the offering has not closed.
 .
 
 Notes
                  payable – face value
              
              $
              250,000Notes
                  payable – discount
              
              
              8,194Notes
                  payable – net
              
              $
              241,806
 
 In
        May,
        2007, a private placement to three investors was completed in the amount
        of
        $75,000 with interest payable (monthly in cash) at 10% percent per
        annum.  These investors received a one year Convertible Promissory
        Note in the total amounts of $75,000.  The Company also issued 150,000
        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 $37,500.  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 of the offering.  As of August 15, 2007, the
        offering has not closed.
   16
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial
            Statements**
 Notes
                  payable – face value
              
              $
              75,000Notes
                  payable – discount
              
              
              31,528Notes
                  payable – net
              
              $
              43,472
  **NOTE
                    8**
                **COMMITMENTS
                      AND
                      CONTINGENCIES**
 ***(A)
        Employment Agreement***
 
 The
        Company has entered into an employment agreement with the sole officer of
        the
        Company that became effective May 1, 2006.  The employment agreement
        ends December 31, 2015 and calls for an annual salary of $250,000 (which
        amount
        shall be increased by $35,000 when and if the Company’s revenues, based on the
        trailing twelve months over per forma basis, exceed $10,000,000 and there
        after
        increase by an additional $25,000 for each proforma revenue increase of
        $10,000,000), which salary shall increase by no less then 5%
        annually.  In the event of termination of employment without cause,
        the agreement provides that the Company shall pay severance equaling the
        greater
        of the balance of the term of the agreement or one year’s salary. In addition
        the CEO will receive a $600 per month automobile allowance, $100 cellular
        telephone allowance, a $200 home office allowance and a professional fee
        allowance of $100 per month.  The CEO will also earn an annual bonus
        of 10% of the annual adjusted EBITDA earnings.  The Bonus will be paid
        65% in cash and 35% in common shares – A class at the annual average stock
        price.  The CEO is also entitled to all employee benefits and life
        insurance in the amount of $3,000,000.  The agreement also calls for
        the CEO to receive a lump sum payment of 300% of his annual salary upon death
        or
        termination during the term of the agreement.
 
 ***(B)
        Consulting Fee***
 
 In
        October 2006, the Board of Directors agreed to pay Apogee Partners Ltd. a
        fee of
        $200,000 in cash for arranging the Dutchess Equity Line.  A portion of
        such fee shall be paid from time to time only when the Board of Directors
        determines the Company has sufficient operating funds and only when there
        is an
        amount of operating funds remaining after such payment equal to any such
        payment.  Apogee is affiliated with our CEO Mr.
        Patrizio.  As of June 30, 2007 the Company paid $7,000.
  
 17
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial Statements**
  ***(C)
        Letter of Intent***
 
 On
        January 12, 2007, we entered into a Letter of Intent to acquire eighty (80%)
        percent of the outstanding shares of common stock of Metropolitan Computing
        Corp. (“MCC”) for a total of $800,000 from its current owner and President,
        Michael Levin (“Seller”). MCC was established in 1985 and is active in the
        design, development, and marketing of instrumentation equipment for the
        pharmaceutical industry. The MCC product line includes transducers for measuring
        compression and other forces on tablet press machines, as well as sensors
        for
        torque or power consumption on mixing and granulating equipment.  MCC
        serves all market segments of instrumentation and data acquisition systems
        for
        pharmaceutical solid dosage research and development (R&D), scale-up and
        production.  MCC already has a substantial user base including Fortune
        500 companies.
 
 The
          purchase price will be paid to the Seller in cash at closing (the “Closing”)
          however the Seller will lend $200,000 of the proceeds directly to MCC (“Loan”).
          The Loan will be unsecured and subordinated to all other debt and repaid
          from
          time to time over 5 years with 8% interest solely from the profits of MCC;
          however any outstanding amount due at the fifth anniversary will be forfeited
          and the Loan terminated. The Registrant will also provide a revolving credit
          line (“Line”) to MCC at Closing of four hundred thousand dollars ($400,000). The
          Line will provide for an interest rate of 8%, and interest and principal
          will be
          repaid annually. The Line will be secured by a pledge by the Seller of
          all of
          the shares of common stock continued to be held by the Seller after the
          Closing
          (the “Seller Shares”) and released upon full repayment of the Line. At any time
          after the third anniversary of the Closing provided that the Line has been
          repaid, the Seller may put the Seller Shares to the Registrant and the
          Registrant must purchase the Seller Shares at the Put Price. The Put Price
          is
          the per share amount based upon the average of two most recent years of
          MCC’s
          audited annual EBITDA multiplied by six (6) or $200,000, whichever is greater
          (the “Put Amount”). The Put Amount will be paid to the Seller in cash in three
          (3) equal annual payments. Also , the Registrant will enter into an Employment
          Agreement with the Seller which will provide for a five (5) year term and
          have
          mutually agreed to salary, benefits and other standard provisions including
          a
          non-compete clause.  This transaction closed on July 3,
          2007.  See Note 12.
 
 ***(D)
        Management Service Agreement***
 
 The
        Company via its subsidiary, Bedminster Capital Corp has entered into a
        management services agreement with Apogee Holdings Inc. (a company controlled
        by
        our President and majority stockholder of our parent) that became effective
        March 1, 2007.  The management agreement ends December 31, 2017 and
        calls for an annual fee of $240,000 (which amount shall be increased by $5,000
        when and if the Company’s revenues, based on the trailing twelve months over per
        forma basis, exceed $5,000,000 and there after increase by an additional
        $2,000
        for each proforma revenue increase of $5,000,000), which management fee shall
        increase by no less then 5% annually.
   18
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial Statements**
 In
        the
        event of termination of services without cause, the agreement provides that
        the
        Company shall pay the amount of the balance of the term of the agreement
        up to a
        maximum of $250,000. Apogee will also earn an annual bonus as follows: ten
        percent of  the annual adjusted EBITDA based on the audited
        consolidated results of the Company.  40% of such bonus shall be paid
        in cash and the remaining 60% shall be paid in shares of Class A Common Stock
        of
        the Company based on an amount equal to 120% of the annual average stock
        price.  Such shares shall be restricted from sale for a period of
        three years from the date that Apogee receives such bonus
        shares.  Apogee will also be entitled to an additional bonus of
        $100,000 in cash if and when the Company becomes a separate publicly traded
        entity, provided that the Board shall determine that the Company has sufficient
        funds to pay such bonus or any portion of such bonus from time to time. As
        of
        June 30, 2007, the Company has paid $40,000 and Apogee has waived $40,000
        under
        the management agreement.
 
 ***(E)
        Real Estate Service Agreement***
 
 The
        Company via its subsidiary Bedminster Capital Corp has entered into a real
        estate consulting agreement with a real estate consulting group to provide
        support services to the Company regarding its real estate activities that
        became
        effective March 1, 2007.  The agreement is ongoing until cancelled by
        either party with 90 days written notice.  The agreement calls for
        initial payment of $2,000 upon signing the agreement and a 1.5% fee upon
        the
        successful purchase of each property, a .75% fee for each refinancing completed,
        a .5% fee of all gross renewal of all lease agreements,  a 1.25% fee
        of all new lease agreements, a 1% fee for all sales of property, and an initial
        $10,000 fee for the first property taken under management and a ongoing monthly
        fee of the greater of  1.75% of the gross rental income or $2,500 to
        manage the Company’s real estate.
 
 ***(F)
        Management Service Agreement***
 
 The
        Company via its subsidiary Bedminster Capital Corp has entered into a management
        services agreement with Apogee Holdings Inc that became effective March 1,
        2007.  The management agreement ends December 31, 2017 and calls for
        an annual fee of $240,000 (which amount shall be increased by $5,000 when
        and if
        the Company’s revenues, based on the trailing twelve months over per forma
        basis, exceed $5,000,000 and there after increase by an additional $2,000
        for
        each proforma revenue increase of $5,000,000), which management fee shall
        increase by no less then 5% annually.  In the event of termination of
        services without cause, the agreement provides that the Company shall pay
        the
        amount of the balance of the term of the agreement up to a maximum of $250,000.
        Apogee will also earn an annual bonus as follows: ten percent of the annual
        adjusted EBITDA based on the audited consolidated results of the
        Company.  40% of such bonus shall be paid in cash and the remaining
        60% shall be paid in shares of Class A Common Stock of the Company based
        on an
        amount equal to 120% of the annual average stock price.  Such shares
        shall be restricted from sale for a period of three years from the date that
        Apogee receives such bonus shares.
   19
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial Statements**
  Apogee
        will also be entitled to an additional bonus of $100,000 in cash if and when
        the
        Company becomes a separate publicly traded entity, provided that the Board
        shall
        determine that the Company has sufficient funds to pay such bonus or any
        portion
        of such bonus from time to time. As of June 30, 2007, the Company has paid
        $40,000 and Apogee has waived $40,000 under the management
        agreement.
 
 **NOTE
                  9**
              **EQUITY
                  INVESTMENT AGREEMENT**
 
 On
        June
        29, 2006, we entered into an Investment Agreement (the “Agreement”) with
        Dutchess Private Equities Fund II, LLP (“Dutchess”) to provide us with an equity
        line of credit. Pursuant to this Agreement, upon effectiveness of the
        registration statement, Dutchess is contractually obligated to
        purchase up to $10,000,000 of the Company’s Stock over the course of 36
        months (“Line Period”), after a  registration statement has been declared
        effective (“Effective Date”). The amount that the Company shall be entitled to
        request from each of the purchase “Puts”, shall be equal to either 1) $100,000
        or 2) 200% of the average daily volume (U.S market only) (“ADV”), multiplied by
        the average of the three (3) daily closing prices immediately preceding the
        Put
        Date. The ADV shall be computed using the ten (10) trading days prior to
        the Put
        Date. 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.
  **NOTE
                    10**
                **GOING
                      CONCERN**
 As
        reflected in the accompanying financial statements, the Company is in the
        development stage, has an accumulated deficit from inception of $927,478,
        negative working capital of $469,080, and has a negative cash flow from
        operations of $583,472 from inception.  This raises substantial doubt
        about its ability to continue as a going concern.  The ability of the
        Company to continue as a going concern is dependent on the Company’s ability to
        raise additional capital and implement its business plan.  The
        financial statements do not include any adjustments that might be necessary
        if
        the Company is unable to continue as a going concern.
   20
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated 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 (See Note 6 and 12).
  **NOTE
                      11**
                  **BUSINESS
                          SEGMENTS**
 During
        2007, the Company has three operating segments. During 2006, the Company
        only
        had one segment, consulting services.   The Company’s consulting
        segment provides business consulting services.  The property
        management segment will provide real estate management services.  The
        investment services segment will provide institutions and high net worth
        individuals with trust and custodial services and related financial advisory
        services.
 
 Consulting
                  Services
              
              
              Property
                  Management
              
              
              Investment
                  Services
              
              
              Total**For
                  the six months ended June 30, 2007**Revenue
              
              $
              1,500
              
              
              $
              -
              
              
              $
              -
              
              
              $
              1,500Net
                  Loss from continuing operations
              
              
              (315,227
              )
              
              
              (98,854
              )
              
              
              (106,049
              )
              
              
              (520,129
              )Depreciation
              
              
              305
              
              
              
              -
              
              
              
              -
              
              
              
              305Assets
              
              
              28,292
              
              
              
              946
              
              
              
              976
              
              
              
              30,214**For
                  the Period from April 22, 2005 (inception) to June 30,
                  2007**Revenue
              
              $
              35,000
              
              
              $
              -
              
              
              $
              -
              
              
              $
              35,000Net
                  Loss from continuing operations
              
              
              (722,575
              )
              
              
              (98,854
              )
              
              
              (106,049
              )
              
              
              (927,478
              )Additions
                  to capital assets
              
              
              1,830
              
              
              
              -
              
              
              
              -
              
              
              
              1,830Depreciation
              
              
              432
              
              
              
              -
              
              
              
              -
              
              
              
              432
  **NOTE
                      12**
                  **SUBSEQUENT
                          EVENTS**
  On
        July
        3, 2007, the Company entered into a Stock Purchase Agreement (“Agreement”) with
        Metropolitan Computing Corporation, a New Jersey Corporation (“MCC”) and Owner
        (“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 contemplated by the
        Agreement was subject to customary closing conditions, including the delivery
        of
        financial statements by MCC.  In consideration for the the purchase of
        the shares of MCC, the Company 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.
   21
 **Bedminster
            National Corp and Subsidiaries**
 **(A
            Development Stage Company)**
 **Notes
            to Condensed Consolidated Financial Statements**
   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.
 
 On
        July
        3, 2007, the Company issued to promissory note to Dutchess Private Equities
        Fund, Ltd. (the “Investor”) 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.















22




**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**




GENERAL




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.




**Plan
      of Operations**








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




**Consulting
      Services**




*Third
      Quarter 2007*




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




*Fourth
      Quarter 2007*




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




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




*First
      Quarter 2008*




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




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




*Second
      Quarter 2008*





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





**Results
      of Operations**





***For
      the six months ended June 30, 2007 and 2006***






23





**Revenues**





We
        derive revenue from consulting
        fees received from one customer. For the six months ended June 30, 2007 our
        revenue decreased by $16,500 to $1,500 as compared to $18,000 for the six
        months  ended June 30, 2006.




**Operating
      Expenses**





Our
      net
      loss from operations for the six month period ending June 30, 2006 was $99,951
      as compared to net loss from operations for the six month period ending June
      30,
      2007 of $465,866. The increase in net loss from operations was due to an
      increase in professional fees, general and administrative expenses, depreciation
      and management’s salary.




Total
      Operating Expenses for the six months ended June 30, 2007 were $467,366, an
      increase of $349,412 as compared to $117,954 for the period ended June 30,
      2006,
      resulting in a net loss of $520,129. Operating expenses of $467,366 for the
      six
      months consisted of $283,327 for professional fees, $53,197 for general and
      administrative expense and $130,842 of compensation expense. The cost and
      expenses for the quarter were attributable primarily to professional fees of
      $230,088 incurred in connection with the preparation of the Company’s financial
      statements and $64,900 for management’s salaries pursuant to the employment
      agreement with Mr. Patrizio which provides for an annual salary of
      $250,000.




**Liquidity
      and Capital Resources**




The
      Company is currently financing its operations primarily through cash generated
      by the consulting fees it receives along with its previous financing activities.
      At June 30, 2007, the Company had cash of $27,516. 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
      August, 2006 the Company filed
      a registration statement with the SEC which was declared effective in September
      2006 registering a $10 million Investment Agreement with Dutchess Private
      Equities Fund, LP of Boston along with the shares of Class A Common Stock issued
      to investors in connection with the private placement in August 2006. Under
      the
      terms of the Investment Agreement, the Company may elect to receive as much
      as
      $10 million from Dutchess through common stock purchases by Dutchess over the
      next three years.




On
      February 1, 2007 we sold 30,900 registered shares of Class A Common Stock to
      Dutchess Private Equities Fund, LP under the Investment Agreement for
      $5,284.





During
      2007, the Company entered into a convertible note transaction with stockholders
      for $75,000.





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





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




As
      reflected in the accompanying audited financial statements, we are in the
      development stage, has an accumulated deficit from inception of $927,478,
      negative working capital of $469,080, and has a negative cash flow from
      operations of $583,477 from inception. This raises substantial doubt about
      its
      ability to continue as a going concern. The ability of the Company to continue
      as a going concern is dependent on the Company's ability to raise additional
      capital and implement its business plan. The financial statements do not include
      any adjustments that might be necessary if the Company is unable to continue
      as
      a going concern.






24





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




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




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





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.





On
      February 1, 2007 we sold 30,900 registered shares of Class A Common Stock to
      Dutchess Private Equities Fund, LP under the Investment Agreement for
      $5,284.





**Subsequent
      Event**





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 contemplated by the
      Agreement was subject to customary closing conditions, including the delivery
      of
      financial statements by MCC.  In consideration for the 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 to promissory note to Dutchess Private Equities Fund, Ltd.
      (the “Investor”) 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.








25





**Critical
      Accounting Policies**




Our
      significant accounting policies are summarized in Note 1 of our financial
      statements.





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




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





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





**Recent
      Accounting Pronouncements**




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 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 Company's 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
      3. Controls and Procedures**




Under
      the
      supervision and with the participation of our management, including our
      principal executive officer and principal financial officer, we conducted an
      evaluation of our disclosure controls and procedures, as such term is defined
      under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities
      Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2007. Based
      on
      this evaluation, our principal executive officer and principal financial officer
      have concluded that our disclosure controls and procedures are effective to
      ensure that information required to be disclosed by us in the reports we file
      or
      submit under the Exchange Act is recorded, processed, summarized, and reported
      within the time periods specified in the Securities and Exchange Commission's
      rules and forms and that our disclosure and controls are designed to ensure
      that
      information required to be disclosed by us in the reports that we file or submit
      under the Exchange Act is accumulated and communicated to our management,
      including our principal executive officer and principal financial officer,
      or
      persons performing similar functions, as appropriate to allow timely decisions
      regarding required disclosure.




There
      were no changes (including corrective actions with regard to significant
      deficiencies or material weaknesses) in our internal controls over financial
      reporting that occurred during the second quarter of fiscal 2007 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.







26











**PART
      II - OTHER INFORMATION**




**Item
      1.     Legal Proceedings.**




The
      Company is currently not a party to any pending legal proceedings and no such
      action by, or to the best of its knowledge, against the Company has been
      threatened.




**Item
      2.      Unregistered Sales of Equity Securities
      and Use of Proceeds.**




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
      $75,000.  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.




**Item
      3.      Defaults Upon Senior
      Securities.**




None




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




No
      matter
      was submitted during the quarter ending June 30, 2007, covered by this report
      to
      a vote of the Company’s shareholders, through the solicitation of proxies or
      otherwise.




**Item
      5.       Other
      Information.**





**Item
      6.       Exhibits and Reports of Form
      8-K.**




(a)        Exhibits





31.1
      Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002





32.1
      Certification pursuant to Section 906 of Sarbanes Oxley Act of
      2002




(b)        Reports
      of Form
      8-K





None.









27











**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, there unto duly
      authorized.




**BEDMINSTER
                NATIONAL CORP.**RegistrantDate:
                August 16, 2007
            By:
                */s/ Paul Patrizio*Paul
                PatrizioPresident,
                Chief Executive Officer,Chairman
                of Board of Directors