**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 March 31, 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 May 15, 2007 are 6,530,900 shares
          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 three
      months ended March 31, 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.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**FINANCIAL
      STATEMENTS**


**AS
      OF MARCH 31, 2007**









3




**BEDMINSTER
                  NATIONAL CORP. AND SUBSIDIARIES****(A
                  DEVELOPMENT STAGE COMPANY)****CONDENSED
                  CONSOLIDATED BALANCE SHEET****AS
                  OF MARCH 31, 2007****(unaudited)****ASSETS****CURRENT
                  ASSETS**Cash
              
              $
              37,127Total
                  Current Assets
              
              
              37,127**Property,
                  Plant, and Equipment (net of depreciation of
                  $127)**
              
              
              1,550**OTHER
                  ASSETS**Deposits
              
              
              1,300Total
                  Other Assets
              
              $
              1,300**TOTAL
                  ASSETS**
              
              
              39,977**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued expenses
              
              $
              36,367Accrued
                  interest
              
              
              2,368Lines
                  of Credit
              
              
              101,924Note
                  payable - current portion
              
              
              5,722Convertible
                  note payable - stockholder, net
              
              
              254,098Total
                  Current Liabilities
              
              
              400,479OTHER
                  LIABILITIESNote
                  Payable - net of current portion
              
              
              40,375**TOTAL
                  LIABILITIES**
              
              
              440,854**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, 6,448,900shares
                    issued and outstanding
              
              
              645Common
                    stock
                    - Class B, $0.0001 par value, 3,000,000 shares authorized, 2,156,000
                    shares issued and outstanding
              
              
              215Additional
                  paid in capital
              
              
              171,424Accumulated
                  deficit during development stage
              
              
              (573,161
              )Total
                  Stockholders’ Deficit
              
              
              (400,877
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIT**
              
              $
              39,977






4




**BEDMINSTER
                  NATIONAL CORP. AND SUBSIDIARIES****(A
                  DEVELOPMENT STAGE COMPANY)****CONDENSED
                  STATEMENTS OF OPERATIONS****(Unaudited)**For
                  the three Months Ended March 31, 2007
              
              For
                  the Three Months
              
              For
                  the Period from April 22, 2005 (Inception) to March 31,
                  2007Consolidated
              
              ended March 31, 2006
              
              Consolidated**REVENUES**
              
              $
              1,000
              
              $
              9,000
              
              $
              34,500**OPERATING
                  EXPENSES**Professional
                  fees
              
              
              53,239
              
              
              17,149
              
              
              141,432Officer
                  Compensation
              
              
              65,942
              
              
              15,000
              
              
              239,008General
                  and administrative
              
              
              24,620
              
              
              2,606
              
              
              168,661Total
                  Operating Expenses
              
              
              143,801
              
              
              34,755
              
              
              549,101**LOSS
                  FROM OPERATIONS**
              
              
              (142,801
              )
              
              (25,755
              )
              
              (514,601
              )**OTHER
                  INCOME (EXPENSE)**Interest
              
              
              (22,491
              )
              
              -
              
              
              (57,290
              )Total
                  Other Income (Expense)
              
              
              (22,491
              )
              
              -
              
              
              (57,290
              )**NET
                  LOSS BEFORE INCOME TAXES**
              
              
              (165,292
              )
              
              (25,755
              )
              
              (571,891
              )Provision
                  for Income Taxes
              
              
              520
              
              
              750
              
              
              1,270**NET
                  LOSS**
              
              
              (165,812
              )
              
              (26,505
              )
              
              (573,161
              )Net
                  loss per share - basic and diluted
              
              $
              (0.02
              )
              $
              -
              
              $
              (0.07
              )Weighted
                  average number of shares outstanding during the period - basic
                  and
                  diluted
              
              
              7,930,620
              
              
              7,714,000
              
              
              7,848,301








5




**BEDMINSTER
                  NATIONAL CORP. AND SUBSIDIARIES****(A
                  DEVELOPMENT STAGE COMPANY)****CONDENSED
                  STATEMENT OF STOCKHOLDERS’ DEFICIT****FOR
                  THE PERIOD FROM APRIL 22, 2005 (INCEPTION) TO MARCH 31,
                  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
              
              
              -
              
              
              -
              
              
              55,945
              
              
              
              
              
              
              
              
              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($0.10
                  per share)Common
                  Stock Issued for Services ($0.01 per share)
              
              
              -
              
              
              -
              
              
              50,000
              
              
              5
              
              
              -
              
              
              -
              
              
              4,995
              
              
              -
              
              
              -
              
              
              5,000Net
                  loss for the three monthsended
                  March 31, 2007
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              -
              
              
              (165,812
              )
              
              (165,812
              )**Balance,
                  March 31, 2007 (consolidated)**
              
              
              -
              
              
              -
              
              
              6,448,900
              
              
              645
              
              
              2,156,000
              
              
              215
              
              
              171,424
              
              
              -
              
              
              (573,161
              )
              
              (400,877)
              )








6




**BEDMINSTER
                  NATIONAL CORP. AND SUBSIDIARIES****(A
                  DEVELOPMENT STAGE COMPANY)****CONDENSED
                  STATEMENTS OF CASH FLOWS**
                **Unaudited**For
                  the Three Months Ended March 31, 2007 Consolidated
              
              For
                  the Three Months Ended March 31, 2006
              
              For
                  the Period from April 22, 2005 (Inception) to March 31, 2007
                  Consolidated**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss
              
              $
              (165,812
              )
              $
              (26,505
              )
              $
              (573,161
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:depreciation
              
              
              153
              
              
              -
              
              
              280amortization
                  of note payable discount
              
              
              13,750
              
              
              -
              
              
              34,099Stock
                  issued for services
              
              
              5,000
              
              
              -
              
              
              58,500In-kind
                  contribution of services
              
              
              -
              
              
              15,000
              
              
              25,000Changes
                  in operating assets and liabilities:
              
              
              -
              
              
              -
              
              
              -Increase
                  in accounts payable and accrued expenses
              
              
              20,684
              
              
              8,926
              
              
              36,367Increase
                  in deposits
              
              
              (900
              )
              
              -
              
              
              (1,300
              )Increase
                  in accrued interest
              
              
              (1
              )
              
              0
              
              
              2,367Net
                  Cash Used In Operating Activities
              
              
              (127,126
              )
              
              (2,579
              )
              
              (417,848
              )**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
              
              
              5,284
              
              
              -
              
              
              88,784Proceeds
                  on notes payable
              
              
              -
              
              
              -
              
              
              47,495Repayment
                  of notes payable
              
              
              (1,398
              )
              
              
              
              
              (1,398
              )Proceeds
                  on convertible notes payable - shareholder
              
              
              -
              
              
              -
              
              
              220,000Proceeds
                  from lines of credit
              
              
              49,515
              
              
              -
              
              
              101,924Proceeds
                  from stockholder loans
              
              
              -
              
              
              -
              
              
              699Repayment
                  of stockholder loans
              
              
              -
              
              
              -
              
              
              (699
              )Net
                  Cash Provided By Financing Activities
              
              
              53,401
              
              
              -
              
              
              456,805NET
                  INCREASE (DECREASE)IN CASH
              
              
              (73,725
              )
              
              (2,579
              )
              
              37,127CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              110,852
              
              
              12,698
              
              
              -CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              37,127
              
              $
              10,119
              
              $
              37,127





7


**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.
 On
          January 16, 2007, we created two wholly-owned subsidiaries, Bedminster
          Capital
          Corp. and Bedminster Financial Corp., both Nevada corporations.
 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. BFC will provide institutions and high net worth individuals
            with
            trust and custodial services and related financial advisory services.
            The core
            of BFC’s business will be dependent on its client relationships. We believe
            that
            in addition to investment performance, client service is paramount in
            the asset
            management business. As such, a major focus of BFC’s business strategy will be
            to build strong relationships with clients to better enable us to anticipate
            their needs and to satisfy their investment objectives. BFC’s future success
            will depend to a significant degree on both investment performance and
            our
            ability to provide responsive client service. We have not yet received
            governmental or regulatory approval to provide such services and will
            certainly
            obtain the necessary approvals prior to commencing
            operations.
  ***(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.
  
 8
 **Bedminster
          National Corp and Subsidiaries**
 **(A
          Development Stage Company)**
 **Notes
          to Condensed Consolidated Financial Statements**
 ***(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 March 31, 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.
 ***(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.
   9
 **Bedminster
          National Corp and Subsidiaries**
 **(A
          Development Stage Company)**
 **Notes
          to Condensed Consolidated Financial Statements**
 ***(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 March 31, 2007 and 2006, there were 500,000 and 0
        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.
 
 ***(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.
   10
 **Bedminster
          National Corp and Subsidiaries**
 **(A
          Development Stage Company)**
 **Notes
          to Condensed Consolidated Financial Statements**
  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.
 
 ***(N)
        Recent Accounting Pronouncements***
 
 In
        February 2006, the FASB issued SFAS No. 155, " *Accounting
        for Certain Hybrid Financial Instruments-an amendment of FASB Statements
        No. 133
        and 140* ",
        to
        simplify and make more consistent the accounting for certain financial
        instruments. SFAS No. 155 amends SFAS No. 133, " *Accounting
        for Derivative Instruments and Hedging Activities* ",
        to
        permit fair value re-measurement for any hybrid financial instrument with
        an
        embedded derivative that otherwise would require bifurcation, provided that
        the
        whole instrument is accounted for on a fair value basis. SFAS No. 155 amends
        SFAS No. 140, " *Accounting
        for the Impairment or Disposal of Long-Lived Assets* ",
        to
        allow a qualifying special-purpose entity to hold a derivative financial
        instrument that pertains to a beneficial interest other than another derivative
        financial instrument. SFAS No. 155 applies to all financial instruments acquired
        or issued after the beginning of an entity's first fiscal year that begins
        after
        September 15, 2006, with earlier application allowed. 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
        March
        2006, the FASB issued SFAS No. 156, " *Accounting
        for Servicing of Financial Assets, an amendment of FASB Statement No. 140,
        Accounting for Transfers and Servicing of Financial Assets and Extinguishments
        of Liabilities* ".
        This
        statement requires all separately recognized servicing assets and servicing
        liabilities be initially measured at fair value, if practicable, and permits
        for
        subsequent measurement using either fair value measurement with changes in
        fair
        value reflected in earnings or the amortization and impairment requirements
        of
        Statement No. 140. The subsequent measurement of separately recognized servicing
        assets and servicing liabilities at fair value eliminates the necessity for
        entities that manage the risks inherent in servicing assets and servicing
        liabilities with derivatives to qualify for hedge accounting treatment and
        eliminates the characterization of declines in fair value as impairments
        or
        direct write-downs. SFAS No. 156 is effective for an entity's first fiscal
        year
        beginning after September 15, 2006. The adoption of this statement is not
        expected to have a material effect on the Company's future reported financial
        position or results of operations.
   11
 **Bedminster
          National Corp and Subsidiaries**
 **(A
          Development Stage Company)**
 **Notes
          to Condensed Consolidated Financial Statements**
 In
        June
        2006, the FASB issued FASB Interpretation No. 48, *“Accounting
        for Uncertainty in Income Taxes, an interpretation of FASB Statements No.
        109”* .
        FIN 48
        clarifies the accounting for uncertainty in income taxes by prescribing a
        two-step method of first evaluating whether a tax position has met a more
        likely
        than not recognition threshold and second, measuring that tax position to
        determine the amount of benefit to be recognized in the financial statements.
        FIN 48 provides guidance on the presentation of such positions within a
        classified statement of financial position as well as on derecognition, interest
        and penalties, accounting in interim periods, disclosure, and transition.
        FIN 48
        is effective for fiscal years beginning after December 15, 2006. The adoption
        of
        this statement is not expected to have a material effect on the Company's
        future
        reported financial position or results of operations.
 
 In
        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
        September 2006, the FASB issued SFAS No. 158, “ *Employers’
        Accounting for Defined Benefit Pension and Other Postretirement Plans - an
        amendment of FASB Statements No. 87, 88, 106, and 132(R)* ”.
        This
        statement requires employers to recognize the over-funded or under-funded
        status
        of a defined benefit postretirement plan (other than a multiemployer plan)
        as an
        asset or liability in its statement of financial position and to recognize
        changes in that funded status in the year in which the changes occur through
        comprehensive income of a business entity or changes in unrestricted net
        assets
        of a not-for-profit organization. This statement also requires an employer
        to
        measure the funded status of a plan as of the date of its year-end statement
        of
        financial position, with limited exceptions. The provisions of SFAS No. 158
        are
        effective for employers with publicly traded equity securities as of the
        end of
        the fiscal year ending after December 15, 2006. The adoption of this statement
        is not expected to have a material effect on the Company's future reported
        financial position or results of operations.
 
 In
        September 2006, the SEC issued Staff Accounting Bulletin (“SAB”) No. 108,
“ *Considering
        the Effects of Prior Year Misstatements when Quantifying Misstatements in
        Current Year Financial Statements* .”
SAB
        No. 108 addresses how the effects of prior year uncorrected misstatements
        should
        be considered when quantifying misstatements in current year financial
        statements. SAB No. 108 requires companies to quantify misstatements using
        a
        balance sheet and income statement approach and to evaluate whether either
        approach results in quantifying an error that is material in light of relevant
        quantitative and qualitative factors.
   12
 **Bedminster
        National Corp and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Condensed Consolidated Financial Statements**
   SAB
        No.
        108 is effective for period ending after November 15, 2006. The Company is
        currently evaluating the impact of adopting SAB No. 108 but does not expect
        that
        it will have a material effect on its financial statements.
 
 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).
 
 During
        2007, the Company issued 30,900 shares of Class A stock for cash of $5,284
        ($0.17 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.
 
  13
 **Bedminster
          National Corp and Subsidiaries**
 **(A
          Development Stage Company)**
 **Notes
          to Condensed Consolidated Financial Statements**
 ***(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.
 
 ***(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 of Class A common
        stock
        was issued to two principals of our investor relations firm for
        services.
 
 ***(D)
        Conversion of Class A to Class B***
 
 During
        2006 stockholders converted 48,000 Class B shares to 48,000 Class A
        shares.
 
 **NOTE
        3**  **RELATED
        PARTY TRANSACTIONS**
 
 The
        Company has entered into an employment agreement with the sole officer of
        the
        Company that became effective May 1, 2006. The employment agreement ends
        December 31, 2015 and calls for an annual salary of $250,000 (which amount
        shall
        be increased by $35,000 when and if the Company’s revenues, based on the
        trailing twelve months over per forma basis, exceed $10,000,000 and there
        after
        increase by an additional $25,000 for each proforma revenue increase of
        $10,000,000), which salary shall increase by no less then 5% annually. In
        the
        event of termination of employment without cause, the agreement provides
        that
        the Company shall pay severance equaling the greater of the balance of the
        term
        of the agreement or one year’s salary. In addition the CEO will receive a $600
        per month automobile allowance, $100 cellular telephone allowance, a $200
        home
        office allowance and a professional fee allowance of $100 per month. The
        CEO
        will also earn an annual bonus of 10% of the annual adjusted EBITDA earnings.
        The Bonus will be paid 65% in cash and 35% in common shares - A class at
        the
        annual average stock price. 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.
   14
 **Bedminster
          National Corp and Subsidiaries**
 **(A
          Development Stage Company)**
 **Notes
          to Condensed Consolidated Financial Statements**
 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 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. 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 March 31, 2007, the Company has paid $10,000 and Apogee has waived
        $10,000 under the management agreement.
 
 The
        Company’s 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.
   15
 **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.
 
 **NOTE
        4**  **CONCENTRATIONS**
 
 One
        customer of the Company represented 100% of all of the revenue for the three
        months ended March 31, 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
        March 31, 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 $50,516 outstanding
        under the line as of the date hereof.
 
 In
        January 2006, Signature Bank approved a $50,000 line of credit for the Company.
        The line provides an interest rate of 1% above the prime rate (9.25% as of
        December 31, 2006) on all outstanding amounts and requires monthly payments
        of
        1/36 of all principal amounts outstanding under the line plus interest. The
        CEO
        has personally guaranteed the line and there is $22,464 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 March 31, 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 $14,472 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 March 31, 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 $13,601 outstanding under the line as of the date hereof.
 
 16
 **Bedminster
        National Corp and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Condensed Consolidated Financial Statements**
 
 **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 March 31, 2007 of $46,097. The loan
        is
        secured with all of the assets of the Company.
 
 **NOTE
        7**  **CONVERTIBLE
        NOTES PAYABLE - SHAREHOLDER**
 
 In
        May,
        2006, a private placement to an investor was completed in the amount of $25,000
        with interest payable (monthly in cash) at 10% percent per annum. This investors
        received a one year Convertible Promissory Note in the amount of $25,000.
        The
        Company also issued 50,000 shares of the Company’s common stock in accordance
        with the private placement memorandum. The proceeds of the offering were
        allocated to the shares of common stock based on a recent cash offering price.
        The Company recorded a discount on the note payable of $5,000. The discount
        will
        be amortized over the life of the note. The Company has agreed to register
        the
        common stock with the Securities and Exchange Commission within 180 days
        from
        closing.
 
 Notes
                  payable - face value
              
              $
              25,000Notes
                  payable - discount
              
              
              208Notes
                  payable - net
              
              $
              24,792
 
 In
        August, 2006, a private placement to five investors was completed in the
        amount
        of $250,000 with interest payable (monthly in cash) at 10% percent per annum.
        These investors received a one year Convertible Promissory Note in the total
        amounts of $250,000. The Company also issued 500,000 shares of the Company’s
        common stock in accordance with the private placement memorandum. The proceeds
        of the offering were allocated to the shares of common stock based on a recent
        cash offering price. The Company recorded a discount on the note payable
        of
        $50,000. The discount will be amortized over the life of the note. The Company
        has agreed to register the common stock with the Securities and Exchange
        Commission within 180 days from closing.
 
 Notes
                  payable - face value
              
              $
              250,000Notes
                  payable - discount
              
              
              20,694Notes
                  payable - net
              
              $
              229,306
    17
 **Bedminster
        National Corp and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Condensed Consolidated Financial Statements**
 
 **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 March 31, 2007 the Company
        paid
        $7,000.
 
 ***(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.
   18
 **Bedminster
          National Corp and Subsidiaries**
 **(A
          Development Stage Company)**
 **Notes
          to Condensed Consolidated Financial Statements**
 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. As of May 14, 2007, the transaction has not
        closed.
 
 ***(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. 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 March 31, 2007, the Company has paid
        $10,000 and Apogee has waived $10,000 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 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.
  
 20
 **Bedminster
        National Corp and Subsidiaries**
 **(A
        Development Stage Company)**
 **Notes
        to Condensed Consolidated Financial Statements**
    **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 $573,161,
        negative working capital of $363,352, and has a negative cash flow from
        operations of $417,848 from inception. This raises substantial doubt about
        its
        ability to continue as a going concern. The ability of the Company to continue
        as a going concern is dependent on the Company’s ability to raise additional
        capital and implement its business plan. The financial statements do not
        include
        any adjustments that might be necessary if the Company is unable to continue
        as
        a going concern.
 
 Management
        believes that actions presently being taken to obtain additional funding
        and
        implement its strategic plans provide the opportunity for the Company to
        continue as a going concern (See Note 6 and 8).
  
 21
 **Bedminster
          National Corp and Subsidiaries**
 **(A
          Development Stage Company)**
 **Notes
          to Condensed Consolidated Financial Statements**
 **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 three months ended March 31, 2007**Revenue
                  
                  $
                  1,000
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  1,000Net
                      Loss
                  
                  
                  (135,169
                  )
                  
                  (16,423
                  )
                  
                  (14,220
                  )
                  
                  (165,812
                  )Depreciation
                  
                  
                  153
                  
                  
                  -
                  
                  
                  -
                  
                  
                  153Assets
                  
                  
                  33,117
                  
                  
                  3,430
                  
                  
                  3,430
                  
                  
                  39,977**For
                      the Period from April 22, 2005 (inception) to March 31,
                      2007**Revenue
                  
                  $
                  34,500
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  34,500Additions
                      to capital assets
                  
                  
                  1,830
                  
                  
                  -
                  
                  
                  -
                  
                  
                  1,830Depreciation
                  
                  
                  280
                  
                  
                  -
                  
                  
                  -
                  
                  
                  280Net
                      Loss
                  
                  
                  (542,518
                  )
                  
                  (16,423
                  )
                  
                  (14,220
                  )
                  
                  (573,161
                  )
  **NOTE** **12**  **SUBSEQUENT
          EVENTS**
  On
          April
          1, 2007, the Company agreed to issue 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 consulting services for
          compensation of cash and warrants based upon assisting the Company in locating
          financing.
 On
        May 7,
        2007, a stockholder converted 2,000 Class B shares to 2,000 Class A
        shares.
  In
          April
          2007, a private placement to an investor was completed in the amount of
          $25,000
          with interest payable (monthly in cash) at 10% per annum. This investor
          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.








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**
  *Second
          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.




*Third
      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.




*Fourth
      Quarter 2007*




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




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




*First
      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.




23







In
        addition to the
        plan of operations set forth above for us, the following sets forth the plan
        of
        operations for our subsidiaries, Bedminster Financial Corp.(Investment Services)
        and Bedminster Capital Corp (Propoperty Management).
 
 **Investment
        Services**


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:




*Second
      Quarter 2007*




We
      are
      attempting to raise $200,000 in debt financing for initial working capital.
      We
      expect that the $200,000 in debt financing will be a private placement to
      individual investors of short term notes personally guaranteed by management.
      The proceeds of the note offering would be used solely for beginning the process
      of creating and funding our business and receiving any regulatory
      approvals.




*Third
      Quarter 2007*




We
      intend
      to implement our plan of establishing a trust and investment management company
      and raising the necessary regulatory capital. During this quarter, we may seek
      investment partners in order to raise the necessary funds to establish our
      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. The funding will likely consist of a private
      placement of debt and/or our equity securities possibly through the assistance
      of a broker-dealer. We intend to sell only shares of Class A Common Stock or
      securities that are convertible into shares of Class A Common Stock and
      accordingly we believe that such a placement would not result in any change
      in
      our control. However, the specific amount, timing and terms of any such
      placement will not be known until an agreement has been executed by us and
      any
      potential investment partner.




*Fourth
      Quarter 2007*


If
          we have the
          necessary approvals to commence operations in our investment service company,
          we
          will seek out opportunities to provide investment services and intend to
          enhance
          our capabilities by adding personnel or entering into joint ventures with
          other
          financial service firms. We intend to raise an additional $500,000 through
          debt
          or equity financing to support our efforts to hire additional staff during
          this
          period.




*First
      Quarter 2008*




If
      we
      have not already completed the financing transaction during the third quarter,
      we intend to close on such additional financing for working capital and
      corporate overhead. We intend to actively recruit new board members with
      appropriate experience and hire a corporate staff including a chief financial
      officer.




**Property
        Management**


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:


24




*Second
      Quarter 2007*





We
      are
      continuing to seek opportunities to acquire real estate. We will attempt to
      raise $200,000 in debt financing for working capital. We expect that the
      $200,000 in debt financing will be a private placement to individual investors
      of short term notes personally guaranteed by management.




*Third
      Quarter 2007*




During
      this quarter, we will continue to review potential real estate acquisitions
      and
      seek investment partners in order to raise the necessary funds to acquire any
      real estate. 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. We have no potential investment partners
      or
      potential acquisitions at this time nor have we entered into any discussions
      with any such potential partners. The funding of the cash required to consummate
      any acquisition will likely consist of a private placement of debt and/or our
      equity securities possibly through the assistance of a broker-dealer. We intend
      to sell only shares of Class A Common Stock or securities that are convertible
      into shares of Class A Common Stock and accordingly we believe that such a
      placement would not result in any change in our control. However, the
      specific amount, timing and terms of any such placement will not be known
      until an agreement has been executed by us and by any potential investment
      partner.




*Fourth
      Quarter 2007*




We
      will
      continue to seek out opportunities to acquire real estate and intend to enhance
      our capabilities by adding personnel or entering into joint ventures with other
      similar firms. We intend to raise an additional $300,000 through debt or equity
      financing to support our efforts to hire additional staff during this period.
      Such additional staff will assist us with respect to our real estate activities.




If
      we
      have executed a purchase agreement to acquire real estate 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 third quarter,
      we intend to close on such additional financing for working capital and
      corporate overhead. We will also take steps to increase our staff during this
      period. We intend to actively recruit new board members with appropriate
      experience and hire a corporate staff including a chief financial
      officer.




**Results
      of Operations**





***For
      the three months ended March 31, 2007 and 2006***





**Revenues**





We
      derive
      revenue from consulting fees received from one customer. For the three months
      ended March 31, 2007 our revenue decreased by $ 8,000to $1,000 as compared
      to $
      9,000 for the year ended March 31, 2006.




**Operating
        Expenses**


Our
          net
          loss from operations for the three month period ending March 31, 2006 was
          $25,755 as compared to net loss from operations for the three month period
          ending March 31, 2007 of $142,801. The increase in net loss from operations
          was
          due to an increase in professional fees, general and administrative expenses,
          and depreciation.
  Total
            Operating
            Expenses for the three months ended March 31, 2007 were $143,801, an
            increase of
            $109,046 as compared to $34,755 for the period ended March 31, 2006,
            resulting
            in a net loss of $165,812. Operating expenses of $143,801for the three
            months
            consisted of $ 53,239 for professional fees, $24,620 for general and
            administrative expense and $65,942 of compensation expense. The cost
            and
            expenses for the quarter were attributable primarily to professional
            fees of $
            24,620 incurred in connection with the preparation of the Company’s financial
            statements and $65,942 for management’s salaries pursuant to the employment
            agreement with Mr. Patrizio which provides for an annual salary of
            $250,000.


25




**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 March 31, 2007, the Company had cash of $ 37,127. 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.




Two
        subsidiaries of the Company each entered into $100,000 lines of credit with
        Signature Bank which are guaranteed by the Company and there is $14,472 and
        $13,601 outstanding under them as of the date hereof.


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.





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 $ 573,161, negative working capital
        of
        $ 363,352, and has a negative cash flow from operations of $417,848 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.




26





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.





**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.


27





**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
        September 2006, the FASB issued SFAS No. 158, “ *Employers’
        Accounting for Defined Benefit Pension and Other Postretirement Plans - an
        amendment of FASB Statements No. 87, 88, 106, and 132(R)* ”.
        This
        statement requires employers to recognize the over-funded or under-funded
        status
        of a defined benefit postretirement plan (other than a multiemployer plan)
        as an
        asset or liability in its statement of financial position and to recognize
        changes in that funded status in the year in which the changes occur through
        comprehensive income of a business entity or changes in unrestricted net
        assets
        of a not-for-profit organization. This statement also requires an employer
        to
        measure the funded status of a plan as of the date of its year-end statement
        of
        financial position, with limited exceptions. The provisions of SFAS No. 158
        are
        effective for employers with publicly traded equity securities as of the
        end of
        the fiscal year ending after December 15, 2006. The adoption of this statement
        is not expected to have a material effect on the Company's future reported
        financial position or results of operations.
 
 In
        February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        159, “ *The
        Fair Value Option for Financial Assets and Financial Liabilities - Including
        an
        Amendment of FASB Statement No. 115* ”.
        This
        statement permits entities to choose to measure many financial instruments
        and
        certain other items at fair value. Most of the provisions of SFAS No. 159
        apply
        only to entities that elect the fair value option. However, the amendment
        to
        SFAS No. 115 “ *Accounting
        for Certain Investments in Debt and Equity Securities* ”
applies
        to all entities with available-for-sale and trading securities. SFAS No.
        159 is
        effective as of the beginning of an entity’s first fiscal year that begins after
        November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
        year that begins on or before November 15, 2007, provided the entity also
        elects
        to apply the provision of SFAS No. 157, “ *Fair
        Value Measurements”.* The
        adoption of this statement is not expected to have a material effect on the
        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 March 31, 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 first quarter of fiscal 2007 that has
      materially affected, or is reasonably likely to materially affect, our internal
      control over financial reporting.







28








**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.**




On
        February 12, 2007, we issued a total of 50,000 Class A common shares to the
        following: Gerald Amato-46,500 shares and Stephen Booke-3,500 shares for
        consulting services rendered. These shares were issued in reliance on the
        exemption under Section 4(2) of the Securities Act of 1933, as amended (the
        “Act”).


**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 March 31, 2007, covered by this report
      to a vote of the Company’s shareholders, through the solicitation of proxies or
      otherwise.




**Item
      5.  Other
      Information.**




**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.





**New
      Subsidiaries**




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


*Bedminster
      Capital Corp. (BCC)*





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





Bedminster
      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. 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.


29


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 March 31, 2007, the Company has paid
      $10,000 and Apogee has waived $10,000 under the management agreement.





*Bedminster
      Financial Corp. (BFC)*





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





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.





**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





On
      January 16, 2007, the Company filed a Form 8-K to disclose the letter of intent
      with Metropolitan Computing Corp.






30











**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:
                May 15, 2007
            By:*/s/
                Paul Patrizio*Paul
                PatrizioPresident,
                Chief Executive Officer,Chairman
                of Board of Directors