UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-QSB (Mark One)  x
        Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.  For the quarterly period ended June 30, 2006. or  o
        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) Delaware
        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. YesxNoo  Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.  Yes
        x
        Noo  State the number of shares  outstanding of each of the issuer's  classes of Class A Common Stock and Class B Common Stock, as of August
14, 2006 are 5,566,000 shares of Class A Common Stock and 2,198,000 shares of Class B Common Stock.           BEDMINSTER NATIONAL CORP.

FINANCIAL STATEMENTS



INDEX



PART I-- FINANCIAL INFORMATION




Item 1.
        Financial Statements


Item 2.
        Managements Discussion and Analysis of Financial Condition


Item 3.
        Control and Procedures

PART II-- OTHER INFORMATION




Item 1.
        Legal Proceedings


Item 2.
        Changes in Securities


Item 3.
        Defaults Upon Senior Securities


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


Item 5.
        Other Information


Item 6.
        Exhibits and Reports on Form 8-K

SIGNATURE



Item 1. Financial Information



BASIS OF PRESENTATION



The accompanying reviewed financial statements are presented in accordance with generally accepted accounting principles for interim financial information and the instructions to Form 10-QSB and item 310 under subpart A of Regulation S-B. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting only of normal occurring accruals) considered necessary in order to make the financial statements not misleading, have been included. Operating results for the six months ended June 30, 2006 are not necessarily indicative of results that may be expected for the year ending December 31, 2006. The financial statements are presented on the accrual basis.









BEDMINSTER NATIONAL CORP.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

AS OF JUNE 30, 2006






BEDMINSTER NATIONAL CORP.

(A DEVELOPMENT STAGE COMPANY)





CONTENTS






PAGE
        1
        CONDENSED BALANCE SHEET AS OF JUNE 30, 2006 (UNAUDITED)PAGE
        2
        CONDENSED STATEMENTS OF OPERATIONS FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2006, FOR THE PERIOD FROM APRIL 22, 2005 (INCEPTION) TO JUNE 30, 2005 AND FOR THE PERIOD FROM APRIL 22, 2005 (INCEPTION) TO JUNE 30, 2006 (UNAUDITED)PAGE
        3
        CONDENSED STATEMENT OF CHANGES IN STOCKHOLDERS DEFICIENCY FOR THE PERIOD FROM APRIL 22, 2005 (INCEPTION) TO JUNE 30, 2006 (UNAUDITED)PAGE
        4
        CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2006, FOR THE PERIOD FROM APRIL 22, 2005 (INCEPTION) TO JUNE 30, 2005 AND FOR THE PERIOD FROM APRIL 22, 2005 (INCEPTION) TO JUNE 30, 2006 (UNAUDITED)PAGES
        5 - 9
        NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)

BEDMINSTER NATIONAL CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED BALANCE SHEET

AS OF JUNE 30, 2006

(UNAUDITED)










ASSETSCURRENT ASSETSCash
        $
        17,014Prepaid expenses
        
        1,708Total Current Assets
        
        18,722OTHER ASSETSDeposits
        
        400Total Other Assets
        
        400TOTAL ASSETS
        $
        19,122LIABILITIES AND STOCKHOLDERS DEFICIENCYCURRENT LIABILITIESAccounts payable
        $
        14,015Accrued interest
        
        941Due to stockholder
        
        699Lines of credit
        
        786Note payable  current portion
        
        5,310Convertible note payable  stockholder, net
        
        21,042Total Current Liabilities
        
        42,793LONG TERM LIABILITIESNote payable  net of current portion
        
        44,690TOTAL LIABILITIES
        
        87,483STOCKHOLDERS DEFICIENCYPreferred stock, $0.0001 par value, 100,000,000 shares authorized, none issued and outstanding
        
        -Common stock  Class A, $0.0001 par value, 200,000,000 shares authorized, 5,562,000 shares issued and outstanding
        
        556Common stock  Class B, $0.0001 par value, 3,000,000 shares authorized, 2,202,000 shares issued and outstanding
        
        220Additional paid in capital
        
        85,224Accumulated deficit during development stage
        
        (154,361)Total Stockholders Deficiency
        
        (68,361)TOTAL LIABILITIES AND STOCKHOLDERS DEFICIENCY
        $
        19,122




See accompanying notes to condensed financial statements.

1



BEDMINSTER NATIONAL CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)












For the Three Months Ended June 30, 2006
        
        For the Six Months Ended June 30, 2006
        
        For the Period from April 22, 2005 (Inception) to June 30, 2005
        
        For the Period from April 22, 2005 (Inception) to June 30, 2006REVENUES
        $
        9,000
        $
        18,000
        $
        2,000
        $
        26,000OPERATING EXPENSESIn-kind contribution of services and stock for services
        
        5,000
        
        20,000
        
        2,000
        
        52,500Professional fees
        
        9,041
        
        26,190
        
        1,475
        
        46,615General and administrative
        
        69,158
        
        71,764
        
        1,698
        
        78,505Total Operating Expenses
        
        83,199
        
        117,954
        
        5,173
        
        177,620NET LOSS FROM OPERATIONS
        
        (74,199)
        
        (99,954)
        
        (3,173)
        
        (151,620)OTHER INCOME (EXPENSE)Interest expense
        
        (1,991)
        
        (1,991)
        
        -
        
        (1,991)Total Other Expenses
        
        (1,991)
        
        (1,991)
        
        -
        
        (1,991)LOSS FROM OPERATIONS BEFORE INCOME TAXES
        
        (76,190)
        
        (101,945)
        
        (3,173)
        
        (153,611)Provision for Income Taxes
        
        -
        
        750
        
        -
        
        750NET LOSS
        $
        (76,190)
        $
        (102,695)
        $
        (3,173)
        $
        (154,361)Net loss per share - basic and diluted
        $
        (0.01)
        $
        (0.01)
        $
        -
        $
        (0.02)Weighted average number of shares outstanding during the period  basic and diluted
        
        7,757,956
        
        7,736,099
        
        7,110,072
        
        7,588,927

See accompanying notes to condensed financial statements.

2



BEDMINSTER NATIONAL CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENT OF STOCKHOLDERS DEFICIENCY

FOR THE PERIOD FROM APRIL 22, 2005 (INCEPTION) TO JUNE 30, 2006

(UNAUDITED)










Preferred Stock
        
        Common Stock 
Class A
        
        Common Stock 
Class B
        
        Additional Paid-In
        
        Accumulated Deficit During DevelopmentShares
        
        Amount
        
        Shares
        
        Amount
        
        Shares
        
        Amount
        
        Capital
        
        Stage
        
        TotalCommon stock issued to founders for cash ($0.0001 per share)
        
        -
        $
        -
        
        5,000,000
        $
        500
        
        2,000,000
        $
        200
        $
        4,300
        $
        -
        $
        5,000Common stock issued for cash ($0.10 per share)
        
        -
        
        -
        
        235,000
        
        24
        
        94,000
        
        9
        
        23,467
        
        -
        
        23,500Common stock issued for services ($0.10 per share)
        
        -
        
        -
        
        275,000
        
        27
        
        110,000
        
        11
        
        27,462
        
        -
        
        27,500In-kind contribution of services
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        5,000
        
        -
        
        5,000Net loss for the period April 22, 2005 (inception) to December 31, 2005
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        (51,666)
        
        (51,666)Balance, December 31, 2005
        
        -
        
        -
        
        5,510,000
        $
        551
        
        2,204,000
        $
        220
        $
        60,229
        $
        (51,666)
        $
        9,334Common stock issued for cash ($0.10 per share)
        
        -
        
        -
        
        50,000
        
        5
        
        -
        
        -
        
        4,995
        
        -
        
        5,000Conversion of Class B shares to Class A Shares
        
        -
        
        -
        
        2,000
        
        -
        
        (2,000)
        
        -
        
        -
        
        -
        
        -In-kind contribution of services
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        20,000
        
        -
        
        20,000Net loss for the six months ended June 30, 2006
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        -
        
        (102,695)
        
        (102,695)BALANCE, JUNE 30,2006
        
        -
        $
        -
        
        5,562,000
        $
        556
        
        2,202,000
        $
        220
        $
        85,224
        $
        (154,361)
        $
        (68,361)




See accompanying notes to condensed financial statements.

3



BEDMINSTER NATIONAL CORP.

(A DEVELOPMENT STAGE COMPANY)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)










For the Six Months Ended June 30, 2006
        
        For the Period from April 22, 2005 (Inception) to June 30, 2005
        
        For the Period from April 22, 2005 (Inception) to June 30, 2006CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
        $
        (102,695)
        $
        (3,173)
        $
        (154,361)Adjustments to reconcile net loss to net cash used in operating activities:amortization of note payable discount
        
        1,042
        
        -
        
        1,042In-kind contribution of services
        
        20,000
        
        2,000
        
        25,000Stock issued for services
        
        -
        
        -
        
        27,500Changes in operating assets and liabilities:Increase in accounts payable and accrued expenses
        
        11,891
        
        1,234
        
        14,956Increase in deposits
        
        -
        
        (400)
        
        (400)Increase in prepaids
        
        (1,708)
        
        -
        
        (1,708)Net Cash Used In Operating Activities
        
        (71,470)
        
        (339)
        
        (87,971)CASH FLOWS FROM INVESTING ACTIVITIES
        
        -
        
        -
        
        -CASH FLOWS FROM FINANCING ACTIVITIES:Proceeds from issuance of common stock
        
        5,000
        
        16,000
        
        33,500Proceeds from notes payable
        
        70,000
        
        -
        
        70,000Proceeds from lines of credit
        
        786
        
        -
        
        786Proceeds from stockholder loans
        
        -
        
        699
        
        699Net Cash Provided By Financing Activities
        
        75,786
        
        16,699
        
        104,985NET INCREASE IN CASH
        
        4,316
        
        16,360
        
        17,014CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
        
        12,698
        
        -
        
        -CASH AND CASH EQUIVALENTS AT END OF PERIOD
        $
        17,014
        $
        16,360
        $
        17,014

See accompanying notes to condensed financial statements.

4



BEDMINSTER NATIONAL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2006

(UNAUDITED)








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) (the Company) was incorporated under the laws of the State of Delaware on April 22, 2005. The Company was organized to provide management consulting services and intends to acquire profitable and near term profitable small and medium sized businesses. Activities during the development stage include developing the business plan and raising capital.



(C) Use of Estimates



In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates.



(D) Cash Equivalents



For the purpose of the cash flow statement, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents.



(E) 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



5



BEDMINSTER NATIONAL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2006

(UNAUDITED)





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.



(F) Loss Per Share



Basic and diluted net loss per common share is computed based upon the weighted average common shares outstanding as defined by Financial Accounting Standards No. 128, Earnings Per Share.  As of June 30, 2006 and 2005, there were no common share equivalents outstanding.



(G) Business Segments



The Company operates in one segment and therefore segment information is not presented.



(H) Financial Instruments



The Companys financial instruments consist of cash, deposits, accounts payable and due to stockholder. 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.



(J) Recent Accounting Pronouncements



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




NOTE 2
        STOCKHOLDERS DEFICIENCY

(A) Common Stock Issued for Cash



On April 22, 2005, the Company issued 5,000,000 shares of Class A common stock and 2,000,000 shares of Class B common stock to its founder for cash of $5,000 ($0.0001 per share).



During 2005, the Company issued 235,000 shares of Class A common stock and 94,000 shares of Class B common stock for cash of $23,500 ($0.10 per share).





6



BEDMINSTER NATIONAL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2006

(UNAUDITED)







During 2006, the Company issued 50,000 shares of Class A common stock for cash of $5,000 ($0.10 per share).



All issued and outstanding shares of Class A common stock and Class B common stock shall be identical and shall entitle the holders
to the same rights and privileges except that the Class A shares have no voting rights.



(B) In-Kind Contribution



During 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 per share).



(D) Conversion of Class A to Class B



During April 2006 a stockholder converted 2,000 Class B shares to 2,000 Class A shares.




NOTE 3
        RELATED PARTY TRANSACTIONS

A stockholder of the Company paid $699 of expenses on behalf of the Company from inception. The amounts are due on demand and non interest bearing.



The Company has entered into an employment agreement with the sole officer of the Company that became effective May 1, 2006. The employment agreement has a term of seven years and calls for an annual salary of $250,000. 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.



During 2006, the Company entered into a convertible note payable transaction with a stockholder for $25,000 (See Note 7).




NOTE 4
        CONCENTRATIONS

One customer of the Company represented 100% of all of the revenue for the six months ended June 30, 2006.







7



BEDMINSTER NATIONAL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2006

(UNAUDITED)








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% (10.8% at June 30, 2006) above the prime rate 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 are no amounts outstanding under the line as of the date hereof. The line of credit is also secured with all the assets of the Company.



In January 2006, Signature Bank approved a $50,000 line of credit for the
Company. The line provides an interest rate of 1% (10.3% at June 30, 2006) above
the prime rate 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 $786 is outstanding under the line as of the
date hereof.




NOTE 6
        NOTE PAYABLE

In May 2006, Bank of New York bank approved a $50,000 loan for the Company. The loan is payable over 84 months at a variable interest rate between 8.5% and 9.5%. The Company has an outstanding balance as of June 30, 2006 of $50,000. The loan is secured with all the assets of the Company.




NOTE 7
        CONVERTIBLE NOTE PAYABLE - STOCKHOLDER

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 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. 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
        
        3,958Notes payable  net
        $
        21,042

During the six months ended June 30, 2006, the Company recorded interest expense from the discount of $1,042.







8



BEDMINSTER NATIONAL CORP.

(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JUNE 30, 2006

(UNAUDITED)








NOTE 8
        EQUITY INVESTMENT AGREEMENT

On June 29, 2006 the Company signed a $10 million Investment Agreement with Dutchess Private Equities Fund, LP of Boston. Under the terms of the agreement, the Company may elect to receive as much as $10 million from Dutchess through common stock purchases by Dutchess over the next three years. The Company will account per amounts received under the agreement in accordance with EITF-0019.




NOTE 9
        GOING CONCERN

As reflected in the accompanying financial statements, the Company is in the development stage, has an accumulated deficit from inception of $154,361, negative working capital of $24,071 and has a negative cash flow from operations of $87,971 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 7).




NOTE 10
        SUBSEQUENT EVENT

On July 26, 2006, the Company drew down $50,000 under its line of credit with Bank of New York.



During July 2006, stockholders converted 4,000 shares of Class B common stock to 4,000 shares of Class A common stock.



9







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:



Third Quarter 2006:



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 the contacts of our current management. We will attempt to raise at least $200,000 in financing for working capital and to support sales and marketing efforts. We expect that the $200,000 in financing will be a private placement to individual investors of convertible notes or bank loans guaranteed by management. During this quarter, we may begin to review potential acquisitions and seek 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.



Fourth Quarter 2006:



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.



First 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 an additional $300,000 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.







Second 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.



RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2006



Revenues



The Company had revenues of $18,000 in the six months ended June 30, 2006. The revenues for the period were attributable to consulting fees received from one customer.



Costs and Expenses



Total Operating Expenses for the six months ended June 30, 2006 were $117,954. The cost and expenses for the period were attributable primarily to professional fees incurred in connection with the preparation of the Companys registration statement.



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.  During the quarter,  the Company  entered into  agreement  with a bank to provide a line of credit of
$50,000 for working capital for future  operations.  At June 30, 2006, the Company had cash of $17,014.  In April 2006, the Bank of New
York approved a $50,000 line of credit for the Company.  The Company has entered into an employment  agreement with the sole officer of
the Company that became  effective May 1, 2006.  The  employment  agreement has a term of seven years and calls for an annual salary of
$250,000.  In May 2006,  a private  placement  to one investor  was  completed  in the amount of $25,000.  The Company also  received a
$50,000 term loan from the Bank of New York in May 2006.



On June 29, 2006 the Company signed a $10 million Investment Agreement with
Dutchess Private Equities Fund, LP of Boston. Under the terms of the agreement,
the Company may elect to receive as much as $10 million from Dutchess through
common stock purchases by Dutchess over the next three years. The Company will
account per amounts received under the agreement in accordance with EITF-0019.




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  financial  statements,  the Company is in the  development  stage and has a negative  cash flow from
operations of $87,971 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



Recent Accounting Pronouncements



In May 2005, the FASB issued SFAS 154, Accounting Changes and Error Corrections.
This Statement replaces APB Opinion No. 20, Accounting Changes, and FASB
Statement No. 3, Reporting Accounting Changes in Interim Financial Statements,
and changes the requirements for the accounting for and reporting of a change in
accounting principle. This Statement applies to all voluntary changes in
accounting principle. It also applies to changes required by an accounting
pronouncement in the unusual instance that the pronouncement does not include
specific transition provisions. SFAS 154 also requires that a change in
depreciation, amortization or depletion method for long-lived, nonfinancial
assets be accounted for as a change in accounting estimate affected by a change
in accounting principle. This Statement is effective in fiscal years beginning
after December 15, 2005. The Company has not yet determined the effect of
implementing this standard.



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



Item 3. Controls and Procedures



Under the supervision and with the participation of our management, including our principal executive officer and principal financial
officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule
15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (Exchange Act), as of June 30, 2006. Based on this
evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by us in the reports we file or submit under the
Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Securities and Exchange
Commission's rules and forms and that our disclosure and controls are designed to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our
principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely
decisions regarding required disclosure.



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








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. Changes in Securities.




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 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. The Company recorded a
discount on the note payable of $5,000.   Such shares were issued pursuant to an exemption from registration at Section 4(2) of the
Securities Act of 1933 and are restricted in accordance with Rule 144 of the Securities Act of 1933.



In April 2006 a shareholder converted 2,000 shares of Class B common stock to Class A common stock.  Such shares were issued pursuant
to an exemption from registration at Section 4(2) of the Securities Act of 1933 and are restricted in accordance with Rule 144 of the
Securities Act of 1933.



Item 3. Defaults Upon Senior Securities.



None



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



No matter was submitted during the quarter ending June 30, 2006, covered by this report to a vote of the Companys shareholders, through the solicitation of proxies or otherwise.



Item 5. Other Information.



None



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




(a)
        Exhibits


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


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


(b)
        Reports of Form 8-K


None















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.Registrant


Date: August 14, 2006
        By:/s/ Paul PatrizioPaul PatrizioPresident, Chief Executive Officer,Chairman of Board of Directors