**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 September 30, 2007.**
 **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)
 
 **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 o    No  x
 
 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 December 4, 2007 are 9,453,400
          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
        nine
        months ended September 30, 2007 are not necessarily indicative of results
        that
        may be expected for the year ending December 31, 2007. The financial statements
        are presented on the accrual basis.






*Page
          1*






**BEDMINSTER
                  NATIONAL CORP. AND SUBSIDIARIES****UNAUDITED
                  CONSOLIDATED BALANCE SHEET****AS
                  OF SEPTEMBER 30, 2007****ASSETS****CURRENT
                  ASSETS**Cash
              
              $
              167,874Accounts
                  Receivable, net
              
              
              194,990Inventory,
                    net
              
              
              135,897Other
                  Current Assets
              
              
              73,745Total
                  Current Assets
              
              
              572,506**Property,
                  Plant, and Equipment (net of depreciation)**
              
              
              4,084**OTHER
                    ASSETS**Deposits
              
              
              11,398Customer
                    List, Net
              
              
              352,394Technology
                  rights, Net
              
              
              270,417Deferred
                    Financing Costs, net
              
              
              382,813Total
                  Other Assets
              
              
              1,017,022**TOTAL
                  ASSETS**
              
              $
              1,593,612**LIABILITIES
                    AND STOCKHOLDERS’ DEFICIT****CURRENT
                    LIABILITIES**Accounts
                  payable and accrued expenses
              
              $
              337,375Accrued
                    interest
              
              
              14,318Lines
                  of Credit
              
              
              214,255Note
                    payable - current portion
              
              
              1,400,346Convertible
                  note payable - stockholder, net
              
              
              264,826Capital
                    lease Payable
              
              
              10,012Total
                    Current Liabilities
              
              
              2,241,132Minority
                    Interest
              
              
              66,482**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,
                    9,132,289 shares issued and outstanding
              
              
              913Common
                  stock – Class B, $0.0001 par value, 3,000,000 shares authorized, 2,154,000
                  shares issued and outstanding
              
              
              215Additional
                    paid in capital
              
              
              697,627Accumulated
                  deficit
              
              
              (1,412,757
              )Total
                  Stockholders’ Deficit
              
              
              (714,002
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIT**
              
              $
              1,593,612




See
      notes to Unaudited Financial
      Statements




*Page
          2*




**BEDMINSTER
                    NATIONAL CORP. AND SUBSIDIARIES****UNAUDITED
                    CONSOLIDATED STATEMENTS OF OPERATIONS****FOR
                    THE THREE AND NINE MONTHS ENDING SEPTEMBER 30, 2007 AND
                    2006****THREE
                    MONTHS ENDED**
                
                
                **NINE
                    MONTHS ENDED****SEPTEMBER
                    30,**
                
                
                **SEPTEMBER
                    30,****2007**
                
                
                **2006**
                
                
                **2007**
                
                
                **2006****REVENUES**
                
                $
                330,044
                
                
                $
                5,000
                
                
                $
                331,544
                
                
                $
                23,000Cost
                    of Goods Sold
                
                
                564,794
                
                
                
                -
                
                
                
                564,794
                
                
                
                -Gross
                    Profit
                
                
                (234,750
                )
                
                
                5,000
                
                
                
                (233,250
                )
                
                
                23,000**OPERATING
                    EXPENSES**Professional
                    fees
                
                
                117,501
                
                
                
                20,364
                
                
                
                202,406
                
                
                
                61,547Officer
                    Compensation
                
                
                132,259
                
                
                
                -
                
                
                
                263,101
                
                
                
                -Selling
                    Expneses
                
                
                24,713
                
                
                
                -
                
                
                
                24,713
                
                
                
                -General
                    and administrative
                
                
                70,050
                
                
                
                85,369
                
                
                
                118,445
                
                
                
                162,139Total
                    Operating Expenses
                
                
                344,523
                
                
                
                105,733
                
                
                
                608,665
                
                
                
                223,686**LOSS
                    FROM OPERATIONS**
                
                
                (579,273
                )
                
                
                (100,733
                )
                
                
                (841,915
                )
                
                
                (200,686
                )**OTHER
                    INCOME (EXPENSE)**Interest
                    Expense
                
                
                (185,328
                )
                
                
                (10,668
                )
                
                
                (237,393
                )
                
                
                (12,659
                )Interest
                    Income
                
                
                573
                
                
                
                -
                
                
                
                573
                
                
                
                -Total
                    Other Income (Expense)
                
                
                (184,755
                )
                
                
                (10,668
                )
                
                
                (236,820
                )
                
                
                (12,659
                )**NET
                    LOSS BEFORE INCOME TAXES**
                
                
                (764,028
                )
                
                
                (111,401
                )
                
                
                (1,078,735
                )
                
                
                (213,345
                )Provision
                    for Income Taxes
                
                
                2,924
                
                
                
                -
                
                
                
                3,444
                
                
                
                750**NET
                    LOSS FROM CONTINUING OPERATIONS BEFORE MINORITY
                    INTEREST**
                
                
                (766,952
                )
                
                
                (111,401
                )
                
                
                (1,082,179
                )
                
                
                (214,095
                )Minority
                    Interest Share of Loss
                
                
                83,518
                
                
                
                -
                
                
                
                83,518
                
                
                
                -**NET
                    LOSS FROM CONTINUING OPERATIONS**
                
                
                (683,434
                )
                
                
                (111,401
                )
                
                
                (998,661
                )
                
                
                (214,095
                )**DISCONTINUED
                    OPERATIONS**Bedminster
                    Capital Corp
                
                
                (27,632
                )
                
                
                -
                
                
                
                (126,456
                )
                
                
                -Bedminster
                    Financial Corp
                
                
                (26,284
                )
                
                
                -
                
                
                
                (132,363
                )
                
                
                -**NET
                    LOSS**
                
                $
                (737,350
                )
                
                $
                (111,401
                )
                
                
                (1,257,480
                )
                
                $
                (214,095
                )Net
                    loss per share - basic and dilutedContinuing
                    operations
                
                $
                (0.12
                )
                
                $
                (0.01
                )
                
                $
                (0.11
                )
                
                $
                (0.03
                )Discontinued
                    operations
                
                
                (0.01
                )
                
                
                -
                
                
                
                (0.03
                )
                
                
                -Net
                    Loss per share - basic and diluted
                
                $
                (0.13
                )
                
                $
                (0.01
                )
                
                $
                (0.14
                )
                
                $
                (0.03
                )Weighted
                    average number of shares outstanding during the period - basic
                    and
                    diluted
                
                
                5,615,765
                
                
                
                7,927,043
                
                
                
                9,083,091
                
                
                
                7,785,795




See
      notes to Unaudited Financial
      Statements




*Page
          3*








**BEDMINSTER
                  NATIONAL CORP. AND SUBSIDIARIES****UNAUDITED
                  CONDENSED STATEMENTS OF CASH FLOWS**For
                  the Nine Months Ended September 30, 2007
              
              
              For
                  the nine Months Ended September 30, 2006**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                    loss
              
              $
              (998,661
              )
              
              $
              (214,095
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:depreciation
                    and amortization
              
              
              11,199
              
              
              
              -amortization
                  of note payable discount
              
              
              54,687
              
              
              
              6,598Stock
                    issued for services
              
              
              19,000
              
              
              
              -Accretion
                  of debt discount
              
              
              169,824Minority
                    interest
              
              
              (83,518
              )In-kind
                  contribution of services
              
              
              
              
              
              
              20,000Changes
                    in operating assets and liabilities:
              
              
              
              
              
              
              -Increase
                  in accounts receivable
              
              
              (109,984
              )Decrease
                    in Inventory
              
              
              24,621Increase
                  in accounts payable and accrued expenses
              
              
              281,177
              
              
              
              13,230Decrease
                    in prepaids
              
              
              (58,469
              )
              
              
              (1,708
              )Increase
                  in accrued interest
              
              
              11,949
              
              
              
              -Net
                    Cash Used In Operating Activities in continuing
                    operations
              
              
              (678,175
              )
              
              
              (175,975
              )Net
                  Cash Used In Operating Activities in discontinuing
                  operations
              
              
              (183,323
              )
              
              
              -**Net
                    Cash Used in Operating Activities**
              
              
              (861,498
              )
              
              
              (175,975
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Cash
                    paid for acquisition, net of cash received
              
              
              (255,709
              )
              
              
              -Net
                  Cash Used In Investing Activities
              
              
              (255,709
              )
              
              
              -**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                    from issuance of common stock
              
              
              31,784
              
              
              
              55,000Proceeds
                  on notes payable
              
              
              1,000,000
              
              
              
              50,000Repayment
                    of notes payable
              
              
              (81,524
              )
              
              
              (1,147
              )Proceeds
                  on convertible notes payable - shareholder
              
              
              37,500
              
              
              
              220,000Proceeds
                    from lines of credit
              
              
              192,479
              
              
              
              51,935Repayment
                  of stockholder loans
              
              
              -
              
              
              
              (699
              )Repayment
                    of Capital Lease
              
              
              (6,010)
              
              
              
              -Net
                  Cash Provided By Financing Activities
              
              
              1,174,229
              
              
              
              375,089NET
                  INCREASE (DECREASE) IN CASH
              
              
              57,022
              
              
              
              199,114CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              110,852
              
              
              
              12,698CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              167,874
              
              
              $
              211,812




See
      notes
      to Unaudited Financial Statements






*Page
          4*




**Bedminster
        National Corp and Subsidiaries**
 **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. 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.  On August 31, 2007, both entities were spun-off from
          Bedminster National Corp. as a dividend to shareholders. Bedminster National
          Corp was organized to provide management consulting services and intends
          to
          acquire profitable and near term profitable small and medium sized businesses.
          On July 3, 2007, Bedminster National Corp entered into a Stock Purchase
          Agreement (“Agreement”) with Metropolitan Computing Corporation, a New Jersey
          Corporation (“MCC”) and its principal shareholder (“Seller”) in which Bedminster
          National acquired eighty (80%) percent of the issued and outstanding shares
          of
          MCC.  MCC established in 1985, is active in the design, development,
          and marketing of instrumentation equipment for the pharmaceutical
          industry.  Bedminster National Corp and its 80% owned subsidiary are
          here after referred to as the “Company.”
 
 As
          of
          July 3, 2007, The Company has begun its principal operations and is no
          longer
          considered a Development Stage Company.
 
   *Page
              5*
  **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 ***(C)
          Use of Estimates***
 
 In
          preparing financial statements in conformity with generally accepted accounting
          principles, management is required to make estimates and assumptions that
          affect
          the reported amounts of assets and liabilities and the disclosure of contingent
          assets and liabilities at the date of the financial statements and revenues
          and
          expenses during the reported period.  Actual results could differ from
          those estimates.
 
 ***(D)
          Cash Equivalents***
 
 For
          the
          purpose of the cash flow statement, the Company considers all highly liquid
          investments with original maturities of three months or less at the time
          of
          purchase to be cash equivalents.
 
 
 ***(E)
          Principles of Consolidation***
 
 The
          2006
          financial statements include the accounts of Bedminster National
          Corp.  The 2007 consolidated financial statements include the accounts
          of Bedminster National Corp. and its two wholly owned subsidiaries Bedminster
          Financial Corp., Bedminster Capital Corp. from January 18, 2007 to August
          31,
          2007, and its 80% owned subsidiary Metropolitan Computing Corporation from
          July
          3, 2007 to September 30, 2007. The operations of BFC and BCC have been
          reclassified to Discontinued Operations. All significant inter-company
          accounts
          and transactions have been eliminated in consolidation.
 
 ***(F)
          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
   *Page
              6*
 **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 ***(H)
          Business Segments***
 
 The
          Company’s operating segments are organized internally primarily by the type of
          services performed.  The Company has four operating
          segments:  consulting services, property management, investment
          services, and pharmaceutical instrumentation.  On August 31, 2007, the
          property management and investment services were spun-off into their own
          fully
          reporting entity and are no longer a wholly owned subsidiary of Bedminster
          National Corp.
 
 ***(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.  Revenues also include sales for pharmaceutical machines
          sold.  These revenues are recognized when the machine is delivered to
          the customer.
 
 ***(J)
          Inventory***
 
 Inventory
          consists primarily of parts and work in process products held for sale.
           Inventory, at year end, is stated at the lower of cost or market, with
          cost being determined on a first in/first out basis.  In accordance with
          APB 28 14(a), the Company uses estimated gross profit rates to determine
          costs
          of goods sold during interim periods. This is different than the method
          used at
          annual inventory dates. The Company performs physical inventory counts
          when
          calculating year end inventory values. Historically, this has not resulted
          in
          any material adjustment to the cost of goods sold.
 
 Raw
                    materials
                
                $
                68,975Work
                    in Progress
                
                
                66,922Finished
                    Goods
                
                
                0Total
                
                $
                135,897
 
 
 
 ***(K)
          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.
   *Page
              7*
 **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 ***(L)
          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.
 
 ***(M)
          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 September 30, 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.
 
 ***(N)
          Goodwill and Intangible Assets***
 
 Goodwill
          and intangible assets result primarily from acquisitions accounted for
          under the
          purchase method. In accordance with Statement of Financial Accounting Standards
          (“SFAS") No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142")
          goodwill and intangible assets with indefinite lives are not amortized
          but are
          subject to impairment by applying a fair value based test. Intangible assets
          with finite useful lives related to software, customer lists, covenant
          not to
          compete and other intangibles are being amortized on a straight-line basis
          over
          the estimated useful life of the related asset, generally fifteen
          years.
 
 ***(0)
          Recoverability of Intangible and Other Long Lived
          Assets***
 
 In
          accordance with SFAS No.142, the Company reviews the carrying value of
          goodwill
          and intangible assets with indefinite lives annually or earlier in certain
          circumstances as required. The Company measures impairment losses by comparing
          carrying value to fair value. Fair value is determined using a price to
          sales
          multiple of comparable companies.
  In
          accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of
          Long-Lived Assets," long-lived assets used in operations are reviewed for
          impairment whenever events or change circumstances indicate that carrying
          amounts may not be recoverable. For such long-1ived assets, the Company
          recognizes an impairment loss only if its carrying amount is not recoverable
          through its undiscounted cash flows and measures the impairment loss based
          on
          the difference between carrying amount and fair value.
   *Page
              8*
  **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 ***(P)
          Stock-Based Compensation***
 
 In
          December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment,"
          which
          replaces SFAS No. 123 and supersedes APB Opinion No. 25.  Under SFAS
          No. 123(R), companies are required to measure the compensation costs of
          share-based compensation arrangements based on the grant-date fair value
          and
          recognize the costs in the financial statements over the period during
          which
          employees are required to provide services. Share-based compensation
          arrangements include stock options, restricted share plans, performance-based
          awards, share appreciation rights and employee share purchase plans. In
          March
          2005 the SEC issued Staff Accounting Bulletin No. 107, or "SAB 107". SAB
          107
          expresses views of the staff regarding the interaction between SFAS No.
          123(R)
          and certain SEC rules and regulations and provides the staff's views regarding
          the valuation of share-based payment arrangements for public companies.
          SFAS No.
          123(R) permits public companies to adopt its requirements using one of
          two
          methods.  On April 14, 2005, the SEC adopted a new rule amending the
          compliance dates for SFAS 123R. Companies may elect to apply this statement
          either prospectively, or on a modified version of retrospective application
          under which financial statements for prior periods are adjusted on a basis
          consistent with the pro forma disclosures required for those periods under
          SFAS
          123. Effective January 1, 2006, the Company has fully adopted the provisions
          of
          SFAS No. 123R and related interpretations as provided by SAB 107.  As
          such, compensation cost is measured on the date of grant at their fair
          value.  Such compensation amounts, if any, are amortized over the
          respective vesting periods of the option grant.  The Company applies
          this statement prospectively.
 
 Common
          stock, stock options and common stock warrants issued to other than employees
          or
          directors are recorded on the basis of their fair value, as required by
          SFAS
          No. 123(R), which is measured as of the date required by EITF
          Issue 96-18,*“Accounting for Equity Instruments That Are Issued to Other
          Than Employees for Acquiring, or in Conjunction with Selling, Goods or
          Services*.” In accordance with EITF 96-18, the stock options or common
          stock warrants are valued using the Black-Scholes option pricing model
          on the
          basis of the market price of the underlying common stock on the “valuation
          date,” which for options and warrants related to contracts that have substantial
          disincentives to non-performance is the date of the contract, and for all
          other
          contracts is the vesting date. Expense related to the options and warrants
          is
          recognized on a straight-line basis over the shorter of the period over
          which
          services are to be received or the vesting period. Where expense must be
          recognized prior to a valuation date, the expense is computed under the
          Black-Scholes option pricing model on the basis of the market price of
          the
          underlying common stock at the end of the period, and any subsequent changes
          in
          the market price of the underlying common stock up through the valuation
          date is
          reflected in the expense recorded in the subsequent period in which that
          change
          occurs.
   *Page
              9*
  **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 ***(Q)
          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.
 
   *Page
              10*
  **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 **NOTE
          2      STOCKHOLDERS’
DEFICIT**
 
 ***(A)
          Common Stock Issued for Cash***
  During
          2007, the Company issued 180,900 shares of Class A stock for cash of
          $42,784.
 
 During
          2007, the Company issued 132,500 shares of Class A stock for cash of $26,500
          pursuant to the investment agreement in Note 9.
 
 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) Common Stock Issued for Services***
 
 On
          February 2, 2007, 50,000 shares with a fair value $5,000 of Class A common
          stock
          was issued to two principals of our investor relations firm for
          services.
 
 On
          April
          1, 2007, the Company issued 30,000 shares Class A shares to a consultant
          pursuant to a consulting agreement with a fair value of $3,000.
 
 During
          2007, the Company issued 1,875,000 shares of Class A stock for a placement
          fee
          with a fair value of $337,500.
 
 During
          2007, the Company issued 50,000 shares of Class A stock for services with
          a fair
          value of $11,000.
 
 During
          2007, the Company issued 168,889 shares of Class A stock for services with
          a
          fair value of $42,222.
   *Page
              11*
 **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
  ***C)
          Common Stock Issued for extension on notes
          payable***
 
 During
          2007, the Company issued 275,000 shares of Class A stock with a fair value
          of
          $68,750 in exchange for one year extension on the notes payable.
 
 ***(
          D) Conversion of Class A to Class B***
  On
          May 7,
          2007, a stockholder converted 2,000 Class B shares to 2,000 Class A
          shares.
 
 
 **NOTE
          3      RELATED PARTY
          TRANSACTIONS**
 
 The
          Company has entered into an employment agreement with the sole officer
          of the
          Company that became effective May 1, 2006.  The employment agreement
          ends December 31, 2015 and calls for an annual salary of $250,000 (which
          amount
          shall be increased by $35,000 when and if the Company’s revenues, based on the
          trailing twelve months over per forma basis, exceed $10,000,000 and there
          after
          increase by an additional $25,000 for each proforma revenue increase of
          $10,000,000), which salary shall increase by no less then 5%
          annually.  In the event of termination of employment without cause,
          the agreement provides that the Company shall pay severance equaling the
          greater
          of the balance of the term of the agreement or one year’s salary. In addition
          the CEO will receive a $600 per month automobile allowance, $100 cellular
          telephone allowance, a $200 home office allowance and a professional fee
          allowance of $100 per month.  The CEO will also earn an annual bonus
          of 10% of the annual adjusted EBITDA earnings.  The Bonus will be paid
          65% in cash and 35% in common shares – A class at the annual average stock
          price.  The CEO is also entitled to all employee benefits and life
          insurance in the amount of $3,000,000.  The agreement also calls for
          the CEO to receive a lump sum payment of 300% of hiss annual salary upon
          death
          or termination during the term of the agreement.
 
 During
          2006, the Company entered into convertible notes payable transactions with
          stockholders for $275,000 (See note 7).
 
 In
          October 2006, the Board of Directors agreed to pay Apogee Partners Ltd.
          a fee of
          $200,000 in cash for arranging the Dutchess Equity Line.  A portion of
          such fee shall be paid from time to time only when the Board of Directors
          determines the Company has sufficient operating funds and only when there
          is an
          amount of operating funds remaining after such payment equal to any such
          payment.  Apogee is affiliated with our CEO Mr.
          Patrizio.  As of September 30, 2007 the Company paid
          $7,000.
 
 During
          2007, the Company entered into convertible notes payable transactions with
          stockholders for $75,000 (See note 7).
   *Page
              12*
 **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 
 **NOTE
          4      CONCENTRATIONS**
 
 One
          customer of the Company represented 100% of all of the revenue for the
          nine
          months ended September 30, 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 September 30, 2007) on all outstanding amounts and requires
          monthly payments of 1/60 of all principal amounts outstanding under the
          line
          plus interest.  The sole officer has personally guaranteed the line
          and there is $49,728 outstanding under the line as of the date
          hereof.
 
 In
          January 2006, Signature Bank approved a $50,000 line of credit for the
          Company.  The line provides an interest rate of 1% above the prime
          rate (9.25% as of June 30, 2007) on all outstanding amounts and requires
          monthly
          payments of 1/36 of all principal amounts outstanding under the line plus
          interest.  The CEO has personally guaranteed the line and there is
          $47,042 outstanding under the line as of the date hereof.
 
 In
          2004,
          PNC Bank approved a $50,000 line of credit for the Company’s subsidiary
          (MCC).  The line provides an interest rate of .75% over Prime
          (8.50 % at September 30, 2007) on all outstanding amounts.  $49,667
          was outstanding under the line as of the date hereof.  Such line of
          credit is unsecured.
 
 In
          1999,
          Sovereign Bank approved a $50,000 line of credit for the Company’s subsidiary
          (MCC).  The line provides an interest rate of 1.49% over Prime (9.24 %
          at September 30, 2007) on all outstanding amounts.  $33,345 was
          outstanding under the line as of the date hereof.  Such line of credit
          is unsecured.
 
 In
          1998,
          Wachovia Bank approved a $35,000 line of credit for the Company’s subsidiary
          (MCC).  The line provides an interest rate that fluctuates with the
          prime rate (9.5% at September 30, 2007) on all outstanding
          amounts.  $34,472 was outstanding under the line as of the date
          hereof.  Such line of credit is unsecured.
   *Page
              13*
 **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 **NOTE
          6      NOTES
          PAYABLE**
 
 In
          May
          2006, Bank of New York bank approved a $50,000 loan for the
          Company.  The loan is payable over 84 months at a variable interest
          rate between 8.5% and 9.5%.  The Company has an outstanding balance as
          of September 30, 2007 of $42,303.  The loan is secured with all of the
          assets of the Company.
 
 On
          July
          3, 2007, the Company issued to promissory note to Dutchess Private Equities
          Fund, Ltd. (the “Investor”) for $1,375,000 (“Face Amount”) which has a two-year
          term and bears annual interest at 12%.  The closing of and release of
          proceeds of the Promissory Note were subject to our completion of the
          acquisition of MCC and the transaction closed simultaneously. Pursuant
          to this
          Note, we are required to make mandatory payments to the Investor in the
          amount
          of $20,000 upon closing of the funding and then $30,000 on August 1, 2007,
          $40,000 on September 1, 2007, $50,000 per month for October 1, 2007 through
          June
          1, 2008 and then $70,000 each month from July 1, 2007 until the face amount
          of
          the loan is paid in full.  In the event of default of this
          Note, the Investor may declare the entire unpaid principal balance of this
          Note, together with interest accrued, immediately due and payable at the
          place
          of payment, without presentment, protest, notice or demand, all of which
          are
          expressly waived.  In addition, pursuant to the Note with the
          Investor, we issued 1,875,000 shares of Class A Common Stock with a fair
          value
          of $337,500 and paid fees of $100,000 which were deducted from the proceeds
          of the Note.  As of November 1, 2007, the Company is in default on
          this note.  The note payable is secured by the assets of the Company
          and its subsidiary (MCC).  Presently, management is in discussions
          with Dutchess Private Equities Fund, Ltd to renegotiate the loan.
 
 Note
                    Payable - Face
                
                $
                1,297,720Discount
                
                
                (240,625
                )Notes
                    Payable –Net
                
                $
                1,057,095
 
 During
          the nine months ended September 30, 2007, the Company amortized $34,375
          of notes
          payable discount.
 
 On
          July
          3, 2007, the Company issued a promissory note to the principal shareholder
          of
          MCC in the amount of $300,000 payable monthly over 36 months with an 8%
          interest
          rate. The Company has an outstanding balance as of September 30, 2007 of
          $300,000 and accrued interest of $3,180.  The lender has provided a
          waiver of default on this loan through September 30, 2007.  The note
          is currently in default
   *Page
              14*
 **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 
 **NOTE
          7      CONVERTIBLE NOTES PAYABLE -
          SHAREHOLDER**
 
 In
          May,
          2006, a private placement to an investor was completed in the amount of
          $25,000
          with interest payable (monthly in cash) at 10% percent per
          annum.  This investors received a one year Convertible Promissory Note
          in the amount of $25,000.  The Company also issued 50,000 shares of
          the Company’s common stock in accordance with the private placement
          memorandum.  The proceeds of the offering were allocated to the shares
          of common stock based on a recent cash offering price.  The Company
          recorded a discount on the note payable of $5,000.  The discount will
          be amortized over the life of the note.  The Company has agreed to
          register the common stock with the Securities and Exchange Commission within
          180
          days from closing.  In September of 2007, the Company issued 25,000
          class A shares of stock in exchange for a one year extension on the note
          payable.  Accordingly, the Company has recorded a discount on the note
          payable of $6,250.  The Company is currently in default of the
          agreement as the shares have not been registered.
 
 Notes
                    payable – face value
                
                $
                25,000Notes
                    payable – discount
                
                
                5,729Notes
                    payable – net
                
                $
                19,271
 
 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.  .  In September of 2007, the
          Company issued 250000 class A shares of stock in exchange for a one year
          extension on the note payable.  Accordingly, the Company has recorded
          a discount on the note payable of $62,500.
 
  *Page
              15*
  **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 Notes
                    payable – face value
                
                $
                250,000Notes
                    payable – discount
                
                
                57,292Notes
                    payable – net
                
                $
                192,708
 
 In
          May,
          2007, a private placement to three investors was completed in the amount
          of
          $75,000 with interest payable (monthly in cash) at 10% percent per
          annum.  These investors received a one year Convertible Promissory
          Note in the total amounts of $75,000.  The Company also issued 150,000
          shares of the Company’s common stock in accordance with the private placement
          memorandum.  The proceeds of the offering were allocated to the shares
          of common stock based on a recent cash offering price.  The Company
          recorded a discount on the note payable of $37,500.  The discount will
          be amortized over the life of the note.  The Company has agreed to
          register the common stock with the Securities and Exchange Commission within
          180
          days from closing.
 
 Notes
                    payable – face value
                
                $
                75,000Notes
                    payable – discount
                
                
                22,153Notes
                    payable – net
                
                $
                52,847
 
   *Page
              16*
 **Bedminster
            National Corp and Subsidiaries**
 **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 September 30, 2007 the Company paid
          $7,000.
  **NOTE
          9      EQUITY INVESTMENT
          AGREEMENT**
 
 On
          June
          29, 2006, we entered into an Investment Agreement (the “Agreement”) with
          Dutchess Private Equities Fund II, LLP (“Dutchess”) to provide us with an equity
          line of credit. Pursuant to this Agreement, upon effectiveness of the
          registration statement, Dutchess is contractually obligated to
          purchase up to $10,000,000 of the Company’s Stock over the course of 36
          months (“Line Period”), after a  registration statement has been declared
          effective (“Effective Date”). The amount that the Company shall be entitled to
          request from each of the purchase “Puts”, shall be equal to either 1) $100,000
          or 2) 200% of the average daily volume (U.S market only) (“ADV”), multiplied by
          the average of the three (3) daily closing prices immediately preceding
          the Put
          Date. The ADV shall be computed using the ten (10) trading days prior to
          the Put
          Date. 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.
    *Page
              17*
 **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 The
          Company shall automatically withdraw that portion of the put notice amount,
          if
          the Market Price with respect to that Put does not meet the Minimum Acceptable
          Price.  The Minimum Acceptable Price is defined as seventy-five (75%)
          of the lowest closing bid price of the common stock for the three (3) trading
          days prior to the Put Date.  As of September 30, 2007, the
          Company has issued 132,500 shares and received proceeds of $26,500 under
          the
          agreement
 
 
 **NOTE
          10    AQUISITION**
 
 On
          July
          3, 2007, Bedminster National Corp entered into a Stock Purchase Agreement
          (“Agreement”) with Metropolitan Computing Corporation, a  New Jersey
          Corporation (“MCC”) and Seller in which we acquired eighty (80%) percent of the
          issued and outstanding shares of MCC.  In consideration for the
          purchase of the shares of MCC, we paid a total of Eight Hundred Thousand
          Dollars
          ($800,000.00) plus 1,000,000 shares of our Class A Common Stock; provided,
          however, that such Purchase Price will be adjusted in accordance with terms
          of
          the Agreement.  We paid the Purchase Price in the following manner:
          (i) Three Hundred Thousand and 00/100 Dollars ($300,000.00) at Closing,
          and
          (ii) Three Hundred Thousand and 00/100 Dollars
          ($300,000.00)  paid by a Buyer Promissory Note delivered at the
          Closing, and (iii) an aggregate of Two Hundred Thousand and 00/100 Dollars
          and
          1,000,000 shares of our Class A Common Stock  to be earned by Seller
          and paid by Buyer in accordance with the Agreement.  The Company used the
          proceeds from the July 3, 2007 Promissory Note with Dutchess Private
          Equities Fund, Ltd. for the initial payment to Seller.
 
 Bedminster
          National Corp also provided a revolving credit line (“Line”) to MCC at closing
          of four hundred thousand dollars ($400,000).  The Line provides for an
          interest rate of eight (8%) percent, and interest and principal will be
          repaid
          us annually.    At any time after the third anniversary of
          the Closing provided that the Line has been repaid, Seller may put his
          remaining
          shares of MCC (“Sellers’ Shares”) to us and we must purchase Seller’s Shares at
          the Put Price. The Put Price is the per share amount based upon the average
          of
          two most recent years of MCC’s audited annual EBITDA multiplied by six (6) and
          divided by five (5) or $200,000, whichever is greater (the “Put
          Amount”).  The Put Amount will be paid to Seller in cash in three (3)
          equal annual payments.   Also , we enter into an employment
          agreement with Seller which provides for a five (5) year term
          and  have  mutually agreed to salary, benefits and other
          standard provisions including a non-compete clause.
   *Page
              18*
  **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 The
          preliminary allocation of the total purchase price of MCC’s net tangible and
          identifiable assets was based on their estimated fair value as of July
          3, 2007.
          The total purchase price of $ 600,000 has been allocated as
          follows:
 
 ****
                **80****%****Purchased**CASH
                
                $
                35,432ACCOUNTS
                    RECEIVABLE
                
                
                68,004INVENTORY
                
                
                128,414SECURITY
                    DEPOSIT
                
                
                8,790EMPLOYEE
                    LOAN RECEIVABLE
                
                
                12,940NET
                    PROP AND EQUIP
                
                
                2,270CUSTOMER
                    LIST
                
                
                286,850Patents
                    and Trademark
                
                
                220,000$
                762,700CURRENT
                    LIABILITIES
                
                
                162,704LONG-TERM
                    DEBTPURCHASE
                    PRICE
                
                
                600,000$
                762,700
 
 Amortization
          related to the customer list and distribution agreement is approximately
          $32,228
          per year for the next 15 years.
 
 The
          following un-audited pro-forma summary presents the results of operations
          as if
          the MCC, Inc acquisition described above had occurred as of the beginning
          of
          each of the periods presented below and is not necessarily indicative of
          the
          results that would have occurred had the transactions been completed as
          of that
          date or results that may occur in the future.
 
 Pro-forma
          results for the nine months ended 2007 are as follows:
 
 Gross
                  revenues
                
                $
                1,093,362Cost
                  of Goods Sold
                
                
                1,067,720Total
                    expenses
                
                
                1,092,946Net
                    loss from continuing operations before minority interest
                
                
                (1,067,304
                )Minority
                    interest share of loss
                
                
                83,518Net
                    loss from continuing operations
                
                
                (983,786
                )Discontinued
                    operations
                
                
                (258,819
                )Net
                    loss
                
                $
                (1,242,605
                )Earnings
                    per share
                
                $
                (0.14
                )Weighted
                    average shares outstanding
                
                
                9,083,091
 
 
 **NOTE
          11    GOING CONCERN**
 
 As
          reflected in the accompanying financial statements, the Company has an
          accumulated deficit of $1,412,757, negative working capital of $1,668,626,
          and
          has a negative cash flow from operations of $861,498and is in default on two notes payable.  Presently, management
          is in discussions with Dutchess Private Equities Fund, Ltd to renegotiate
          its
          loan and has received a waiver through September 30, 2007 on the other
          loan in
          default.  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.
   *Page
              19*
 **Bedminster
            National Corp and Subsidiaries**
 **Notes
            to Condensed Consolidated Financial Statements**
 Management
          believes that actions presently being taken to obtain additional funding
          and
          implement its strategic plans provide the opportunity for the Company to
          continue as a going concern..
 
 **NOTE
          12    BUSINESS SEGMENTS**
 
 During
          2007, the Company’s Bedminster Financial, Bedminster Capital and Bedminster
          National segments do not meet the quantitative thresholds and have been
          combined
          in other segments.  During 2006, the Company only had one segment,
          consulting services.   The Company’s consulting segment provides
          business consulting services.   The Company’s MCC Segment is
          active in the design, development, and marketing of instrumentation equipment
          for the pharmaceutical industry.
  For
                    the nine months ended September 30, 2007
                
                **Other**
                
                
                **MCC**
                
                
                **TOTAL**Revenue
                
                $
                1,500
                
                
                $
                330,044
                
                
                $
                331,544Net
                    loss from continuing operations
                
                
                (664,529
                )
                
                
                (334,132
                )
                
                
                (998,661
                )Assets
                
                
                1,102,793
                
                
                
                490,819
                
                
                
                1,593,612Depreciation
                    and Amortization
                
                
                457
                
                
                
                10,742
                
                
                
                11,199Purchase
                    of property and equipment
                
                
                0
                
                
                
                0
                
                
                
                0
 
 
 
 **NOTE
          13    SUBSEQUENT EVENTS**
 
 In
          October 2007, the Company issued 200,000 shares of Class A common stock
          for
          services with a fair value of $20,000 ($0.10/share).
 
 In
          October 2007, the Company issued 5,000 shares of Class A common stock for
          $1,000
          ($0.20/share).
 
 In
          October 2007, the Company issued 20,000 shares of Class A common stock
          for
          $1,140 ($0.06/share).
  In
            November 2007, the Company issued 15,000 shares of Class A common stock
            for $570
            ($0.04/share).
 
 
 *Page
              20*
 **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.
  On
          July
          3, 2007, we entered into a Stock Purchase Agreement (the “Agreement”) with
          Metropolitan Computing Corporation, a New Jersey Corporation (“MCC”) from its
          owner (the “Seller”) in which we acquired eighty (80%) percent of the issued and
          outstanding shares of MCC.  Pursuant to the Agreement, MCC became our
          subsidiary.  The closing of the transactions contemplated by the
          Agreement was subject to customary closing conditions, including the delivery
          of
          financial statements by MCC.  In consideration for the purchase of the
          shares of MCC, we paid a total of Eight Hundred Thousand Dollars ($800,000.00)
          plus 1,000,000 shares of our Class A Common Stock; provided, however, that
          such
          Purchase Price will be adjusted in accordance with terms of the
          Agreement.  We paid the Purchase Price in the following manner: (i)
          Three Hundred Thousand and 00/100 dollars ($300,000.00) at Closing; and
          (ii)
          Three Hundred Thousand and 00/100 dollars ($300,000.00) by a Buyer Promissory
          Note delivered at the Closing; and (iii) an aggregate of Two Hundred Thousand
          and 00/100 dollars and 1,000,000 shares of the Class A Common Stock to
          be earned
          by Seller and paid by Buyer in accordance with the Agreement.  The
          Company used the proceeds from the July 3, 2007 Promissory Note with Dutchess
          Private Equities Fund, Ltd. for the initial payment to
          Seller.
  **Plan
        of Operations**
 
 During
        the next twelve months, we expect to take the following steps in connection
        with
        the further development of our businesses and the implementation of our plan
        of
        operations in the business segments in which we conduct our
        activities:
  **Consulting
        Services**
  *Fourth
        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.
  *First
        Quarter 2008*
  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.
  *Second Quarter 2008*
  If
        we
        have not already completed the financing transaction during the last quarter,
        we
        intend to close on such additional financing for working capital and corporate
        overhead. We will also take steps to increase our consulting staff during
        this
        period; specifically seeking personnel who will broaden our current service
        offerings particularly in the technology area. We intend to actively recruit
        new
        board members with appropriate experience and hire a corporate staff including
        a
        chief financial officer.
  We
        may
        enter into an acquisition within the next twelve months, however, we expect
        that
        the successful consummation of any acquisition would have a limited impact
        on
        our business operations as our current management will continue to manage
        us and
        we believe that providing consulting services to independent third parties
        will
        continue to be our primary business.
   *Page
            21*
    *Third
        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.
 
 **MCC
        Activities**
 
 *Fourth
        Quarter 2007*
 
 We
        intend to increase sales and
        marketing efforts for our MCC business.
 
 *First
        Quarter 2008*
 
 We
        intend
        to hire additional sales personnel for our MCC business.
 
 *Second
        Quarter 2008*
 
 We
        intend
        to increase the staff for research and development for our MCC
        business.
 
 *Third
        Quarter 2008*
 
 We
        intend
        to introduce new products for our MCC business and increase our sales and
        marketing efforts.
 
 **Results
        of Operations**
 
 ***For
        the nine months ended September 30, 2007 and 2006***
 
 **Revenues**
  For
        the
        nine months ended September 30, 2007 our revenue increased by $308,544 to
        $331,544 as compared to $23,000 for the nine months ended September 30,
        2006.  This was primarily attributable to the July 3, 2007 acquisition
        of MCC.
  **Operating
        Expenses**
 
 Our
        net
        loss from operations for the nine month period ending September 30, 2006
        was
        $214,095 as compared to net loss from operations for the nine month period
        ending September 30, 2007 of $1,257,480.  This was primarily
        attributable to the July 3, 2007 acquisition of MCC.
  Total
        Operating Expenses for the nine months ended September 30, 2007 were $608,665,
        an increase of $384,979 as compared to $223,686 for the period ended September
        30, 2006.  This was primarily attributable to the July 3, 2007
        acquisition of MCC.
  **Liquidity
        and Capital Resources**
  The
        Company is currently financing its operations primarily through cash generated
        by financing activities in the form of convertible notes and equity
        investments.  At September 30, 2007, the Company had cash of $167,874.
        In August and May 2006 we completed a private placement to investors in the
        amounts of $250,000 and $25,000, respectively. The Company drew down on a
        $50,000 credit line from the Bank of New York in July 2006 and received a
        $50,000 term loan from the Bank of New York in April 2006.
  In
          January 2006, Signature Bank approved a $50,000 line of credit for the
          Company.  The line provides an interest rate of 1% above the prime
          rate (9.25% as of June 30, 2007) on all outstanding amounts and requires
          monthly
          payments of 1/36 of all principal amounts outstanding under the line plus
          interest.  The CEO has personally guaranteed the line and there is
          $47,042 outstanding under the line as of the date hereof.
   *Page
              22*
  
 In
          2004,
          PNC Bank approved a $50,000 line of credit for the Company’s subsidiary
          (MCC).  The line provides an interest rate of .75% over Prime
          (8.50 % at September 30, 2007) on all outstanding amounts.  $49,667
          was outstanding under the line as of the date hereof.  Such line of
          credit is unsecured.
 
 In
          1999,
          Sovereign Bank approved a $50,000 line of credit for the Company’s subsidiary
          (MCC).  The line provides an interest rate of 1.49% over Prime (9.24 %
          at September 30, 2007) on all outstanding amounts.  $33,345 was
          outstanding under the line as of the date hereof.  Such line of credit
          is unsecured.
 
 In
          1998,
          Wachovia Bank approved a $35,000 line of credit for the Company’s subsidiary
          (MCC).  The line provides an interest rate that fluctuates with the
          prime rate (9.5% at September 30, 2007) on all outstanding
          amounts.  $34,472 was outstanding under the line as of the date
          hereof.  Such line of credit is unsecured.
  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
          July
          3, 2007, the Company issued to promissory note to Dutchess Private Equities
          Fund, Ltd. (the “Investor”) for $1,375,000 (“Face Amount”) which has a two-year
          term and bears annual interest at 12%.  The closing of and release of
          proceeds of the Promissory Note were subject to our completion of the
          acquisition of MCC and the transaction closed simultaneously. Pursuant
          to this
          Note, we are required to make mandatory payments to the Investor in the
          amount
          of $20,000 upon closing of the funding and then $30,000 on August 1, 2007,
          $40,000 on September 1, 2007, $50,000 per month for October 1, 2007 through
          June
          1, 2008 and then $70,000 each month from July 1, 2007 until the face amount
          of
          the loan is paid in full.  In the event of default of this
          Note, the Investor may declare the entire unpaid principal balance of this
          Note, together with interest accrued, immediately due and payable at the
          place
          of payment, without presentment, protest, notice or demand, all of which
          are
          expressly waived.  In addition, pursuant to the Note with the
          Investor, we issued 1,875,000 shares of Class A Common Stock with a fair
          value
          of $337,500 and paid fees of $100,000 which were deducted from the proceeds
          of the Note.  As of November 1, 2007, the Company is in default on
          this note.  The note payable is secured by the assets of the Company
          and its subsidiary (MCC).  Presently, management is in discussions
          with Dutchess Private Equities Fund, Ltd to renegotiate the loan.
 
 On
          July
          3, 2007, the Company issued a promissory note to the principal shareholder
          of
          MCC in the amount of $300,000 payable monthly over 36 months with an 8%
          interest
          rate. The Company has an outstanding balance as of September 30, 2007 of
          $300,000 and accrued interest of $3,180.  The lender has provided a
          waiver of default on this loan through September 30, 2007.  The note
          is currently in default
 During
          2007 we sold 132,500 registered shares of Class A Common Stock to Dutchess
          Private Equities Fund, LP under the Investment Agreement for
          $26,500.
  During
        2007, the Company entered into a convertible note transaction with stockholders
        for $75,000.
  The
          Company is currently in default on two notes relating to the acquisition
          of MCC:
          the Note to the Seller and the Promissory Note to Dutchess.  The
          Company has received a waiver of default on the Seller Note and management
          is in
          discussions with Dutchess to renegotiate the terms of the Promissory Note
          with
          Dutchess.
  *Page
            23*
  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.
 
 We
        plan
        to establish a source of revenues sufficient to cover our operating costs
        by
        acquiring additional companies that are generating positive cash flows from
        operating activities either at acquisition or projected to do so in the future,
        thereby furthering the objective of becoming profitable and generating positive
        cash flow from operating activities on a consolidated basis.  The
        funds needed to continue operations over the next twelve months will be raised
        from accredited investors and/or institutional investors as in the previous
        financings.  During this period, the Company will attempt to reduce or
        defer expenses until such time as the capital is available.
 
 Our
        need
        for capital may change dramatically as a result of any additional business
        acquisition or combination transaction.  There can be no assurance
        that we will identify any additional suitable business, product, technology
        or
        opportunity in the future.  Further, even if we locate a suitable
        target, there can be no assurance that we would be successful in consuming
        any
        acquisition or business consolidation on favorable terms or that we will
        be able
        to profitably manage the business, product, or technology, if acquired or
        otherwise engaged.  The Company intends to acquire cash flow positive
        companies of such size or number that will allow it to continue as a going
        concern.  If we are unable to obtain debt and/or equity financing on
        reasonable terms, we could be forced to delay or scale back our plans for
        expansion.  Consequently, there is substantial doubt about our ability
        to continue as a going concern.
 
 Management
        intends to ask pertinent questions of the proposed candidates or opportunities
        in the course of its diligence phase.  Management will rely heavily on
        a business plan, financial statements and projections, and management’s views of
        the future.  Unless something comes to management’s attention, as a
        result of its review of the proposed candidate’s audited financial statements,
        which causes us to have serious concerns on the viability or integrity of
        the
        financial records and business projections, which would result in a
        disqualification of such candidate, a transaction would be approved by the
        Board
        of Directors.  When a transaction requires shareholder approval, a
        shareholder meeting must be held and a shareholder vote taken.  A
        proxy statement would be mailed to each shareholder informing them of the
        meeting and requesting their vote.  However, in lieu of holding a
        meeting, a majority of shareholders may sign a Shareholder’s Resolution
        approving such transaction.  If a meeting is not held, an information
        statement must be mailed to all of its shareholders informing them of the
        action
        taken by the majority shareholders.
  As
          reflected in the accompanying financial statements, we have an accumulated
          deficit from inception of $1,412,757 and has a negative cash flow from
          operations of $861,498. This raises substantial doubt about its ability
          to
          continue as a going concern. The ability of the Company to continue as
          a going
          concern is dependent on the Company's ability to raise additional capital
          and
          implement its business plan. The financial statements do not include any
          adjustments that might be necessary if the Company is unable to continue
          as a
          going concern.
  Management
        believes that actions presently being taken to obtain additional funding
        and
        implement its strategic plans provide the opportunity for the Company to
        continue as a going concern
  **Transaction
        with Dutchess Private Equities Fund II, LLP**
  On
        June
        29, 2006, we entered into an Investment Agreement (the “Agreement”) with
        Dutchess Private Equities Fund II, LLP (“Dutchess”) to provide us with an equity
        line of credit. Pursuant to this Agreement, upon effectiveness of this
        registration statement, Dutchess is contractually obligated to
        purchase up to $10,000,000 of the Company’s Stock over the course of 36
        months (“Line Period”), after a  registration statement has been declared
        effective (“Effective Date”). The amount that the Company shall be entitled to
        request from each of the purchase “Puts”, shall be equal to either 1) $100,000
        or 2) 200% of the average daily volume (U.S market only) (“ADV”), multiplied by
        the average of the three (3) daily closing prices immediately preceding the
        Put
        Date. The ADV shall be computed using the ten (10) trading days prior to
        the Put
        Date. The Purchase Price for the common stock identified in the Put Notice
        shall
        be set at ninety-five percent (95%) of the lowest closing bid price of the
        common stock during the Pricing Period. The Pricing Period is equal to the
        period beginning on the Put Notice Date and ending on and including the date
        that is five (5) trading days after such Put Notice Date. There are put
        restrictions applied on days between the Put Date and the Closing Date with
        respect to that Put. During this time, the Company shall not be entitled
        to
        deliver another Put Notice.
   *Page
            24*
  
 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.
  During
          2007 we sold 132,500 registered shares of Class A Common Stock to Dutchess
          Private Equities Fund, LP under the Investment Agreement for
          $26,500.
 On
        July
        3, 2007, we entered into a Stock Purchase Agreement (“Agreement”) with
        Metropolitan Computing Corporation, a New Jersey Corporation (“MCC”) and Michael
        Levin (“Seller”) in which we acquired eighty (80%) percent of the issued and
        outstanding shares of MCC.  Pursuant to the Agreement, MCC became our
        subsidiary.  The closing of the transactions contemplated by the
        Agreement was subject to customary closing conditions, including the delivery
        of
        financial statements by MCC.  In consideration for the the purchase of
        the shares of MCC, we paid a total of Eight Hundred Thousand  Dollars
        ($800,000.00) plus 1,000,000 shares of our Class A Common Stock; provided,
        however, that such Purchase Price will be adjusted in accordance with terms
        of
        the Agreement.  We  paid the Purchase Price in the following
        manner: (i) Three Hundred Thousand and 00/100 Dollars ($300,000.00) at Closing,
        and (ii) Three Hundred Thousand and 00/100 Dollars ($300,000.00)  by a
        Buyer Promissory Note delivered at the Closing, and (iii) an aggregate of
        Two
        Hundred Thousand and 00/100 Dollars and 1,000,000 shares of the Class A Common
        Stock  to be earned by Seller and paid by Buyer in accordance with the
        Agreement.  The Company used the proceeds from the July 3,
        2007 Promissory Note with Dutchess Private Equities Fund, Ltd. for the
        initial payment to Seller.
  On
          July
          3, 2007, we issued a promissory note to Dutchess Private Equities Fund,
          Ltd.
          (the “Investor”) for $1,375,000 (“Face Amount”) which has a two-year term and
          bears annual interest at 12%.  The closing of and release of proceeds
          of the Promissory Note were subject to our completion of the acquisition
          of MCC
          and the transaction closed simultaneously. Pursuant to this Note, we are
          required to make mandatory payments to the Investor in the amount of $20,000
          upon closing of the funding and then $30,000 on August 1, 2007, $40,000
          on
          September 1, 2007, $50,000 per month for October 1, 2007 through June 1,
          2008
          and then $70,000 each month from July 1, 2008 until the face amount of
          the loan
          is paid in full.  In the event of default of this Note, the
          Investor may declare the entire unpaid principal balance of this Note,
          together
          with interest accrued, immediately due and payable at the place of payment,
          without presentment, protest, notice or demand, all of which are expressly
          waived.  In addition, pursuant to the Note with the Investor, we
          issued 1,875,000 shares of Class A Common Stock and we paid fees of
          $100,000 which was deducted from the proceeds of the Note.  During the
          nine months ended September 30, 2007, we amortized $34,375 of the discount
          on
          the Promissory Note.  The Company is currently in default on this
          Promissory Note as of November 1, 2007; however; management is in discussion
          with Dutchess to renegotiate the terms of this Note.
  **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. Revenues
        include fees billed for consulting services on a month to month contract.
        These
        revenues are recognized as the services are performed.  Revenues
        include fees billed for consulting services on a month to month
        contract.  These revenues are recognized as the services are
        performed.  Revenues also include sales for pharmaceutical machines
        sold.  These revenues are recognized when the machine is delivered to
        the customer. 
 Inventory
          consists primarily of parts and work in process products held for sale.
           Inventory, at year end, is stated at the lower of cost or market, with
          cost being determined on a first in/first out basis.  In accordance with
          APB 28 14(a), the Company uses estimated gross profit rates to determine
          costs
          of goods sold during interim periods. This is different than the method
          used at
          annual inventory dates. The Company performs physical inventory counts
          when
          calculating year end inventory values. Historically, this has not resulted
          in
          any material adjustment to the cost of goods sold.
 
 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.
   *Page
            25*
  
 **Recent
        Accounting Pronouncements**
  In
        September 2006, the FASB issued SFAS No. 157, “*Fair Value
        Measurements*”. The objective of SFAS 157 is to increase consistency and
        comparability in fair value measurements and to expand disclosures about
        fair
        value measurements. SFAS 157 defines fair value, establishes a framework
        for
        measuring fair value in generally accepted accounting principles, and expands
        disclosures about fair value measurements. SFAS 157 applies under other
        accounting pronouncements that require or permit fair value measurements
        and
        does not require any new fair value measurements. The provisions of SFAS
        No. 157
        are effective for fair value measurements made in fiscal years beginning
        after
        November 15, 2007. The adoption of this statement is not expected to have
        a
        material effect on the Company's future reported financial position or results
        of operations.
 
 In
        February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
        No.
        159, “*The Fair Value Option for Financial Assets and Financial Liabilities
        -
        Including an Amendment of FASB Statement No. 115*”. This statement permits
        entities to choose to measure many financial instruments and certain other
        items
        at fair value. Most of the provisions of SFAS No. 159 apply only to entities
        that elect the fair value option. However, the amendment to SFAS No. 115
        “*Accounting for Certain Investments in Debt and Equity Securities*”
applies to all entities with available-for-sale and trading securities.
        SFAS No.
        159 is effective as of the beginning of an entity’s first fiscal year that
        begins after November 15, 2007. Early adoption is permitted as of the beginning
        of a fiscal year that begins on or before November 15, 2007, provided the
        entity
        also elects to apply the provision of SFAS No. 157, “*Fair Value
        Measurements”.* The adoption of this statement is not expected to have a
        material effect on the Company's financial statements.
 
 **Off-Balance
        Sheet Arrangements**
 
 We
        do not
        have any off-balance sheet arrangements, financings, or other relationships
        with
        unconsolidated entities or other persons, also known as “special purpose
        entities” (SPEs).
  **Item
        3. Controls and Procedures**
  Under
        the
        supervision and with the participation of our management, including our
        principal executive officer and principal financial officer, the Company
        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 September
        30,
        2007. Based on this evaluation, our principal executive officer and principal
        financial officer have concluded that the Company’s disclosure controls and
        procedures were not effective to ensure that information required to be
        disclosed by the Company in the reports filed or submitted 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 the Company’s disclosure and controls are designed to ensure that
        information required to be disclosed by the Company  in the reports
        that we file or submit under the Exchange Act is accumulated and communicated
        to  management, including our principal executive officer and
        principal financial officer, or persons performing similar functions, as
        appropriate to allow timely decisions regarding required
        disclosure.
 
 As
        part
        of our evaluation of our disclosure controls and procedures as of September
        30,
        2007, management considered the impact of weaknesses in our disclosure
        controls and procedures that were a potential cause for errors.  These
        weaknesses were as follows:
 
 §
              we
                  lacked sufficient accounting
                  personnel;
 §
              we
                  lacked sufficient controls over payroll processing;
                  and
 §
              we
                  lacked sufficient controls over reconciliations of vendor
                  payables.
  The
        Company intends to institute additional policies to improve our disclosure
        controls and procedures. These include but are not limited to:
 
 1)
              hiring
                  additional full-time accounting personnel for both the parent company
                  and
                  its subsidiaries to adequately address the deficiencies;
                  and
  
 2)
              increasing
                  the hours worked by our part-time accounting
                  staff.
 
 We
        believe that the implementation of these steps and others will allow us,
        in the
        future, to conclude that our disclosure controls and procedures are effective
        to
        ensure that material information is recorded, processed, summarized and reported
        by management on a timely basis in order to comply with our disclosure
        obligations under the Exchange Act and the rules and regulations
        thereunder.
  Other
        than the matters discussed above, there were no changes (including corrective
        actions with regard to significant deficiencies or material weaknesses) in
        the
        internal controls over financial reporting during the first nine months of
        2007
        that have materially affected, or are reasonably likely to materially affect,
        our internal control over financial reporting.
   *Page
            26*
 
 **PART
        II - OTHER INFORMATION**
  **Item
        1.     Legal Proceedings.**
 
 The
        Company is currently not a party to any pending legal proceedings and no
        such
        action by, or to the best of its knowledge, against the Company has been
        threatened.
  **Item
        2.      Unregistered Sales of Equity Securities
        and Use of Proceeds.**
  During
            August 2007, the Company issued 250,000 shares of Class A stock for consulting
            services.  In addition, the Company issued 50,000 shares of Class A
            stock to Anslow & Jaclin, LLP in consideration for services
            rendered.  Such shares were issued pursuant to an exemption from
            registration at Section 4(2) of the Securities Act of 1933.
 
 During
            September 2007, the Company issued 275,000 shares of Class A stock with
            a fair
            value of $68,750 in exchange for one year extension on the notes
            payable.  Such shares were issued pursuant to an exemption from
            registration at Section 4(2) of the Securities Act of 1933.
 
 In
            addition, pursuant to the transaction with Dutchess, we issued 1,875,000
            shares
            of Class A Common Stock with a fair value of $337,500 and paid fees of
            $100,000 which were deducted from the proceeds of the
            Note.
  **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 September 30, 2007, covered by this
        report to a vote of the Company’s shareholders, through the solicitation of
        proxies or otherwise.
  **Item
        5.       Other
        Information.**
 
 **Item
        6.       Exhibits and Reports of Form
        8-K.**
  (a)        Exhibits
 
 31.1
        Certification pursuant to Section 302 of Sarbanes Oxley Act of 2002
 
 32.1
        Certification pursuant to Section 906 of Sarbanes Oxley Act of
        2002
  (b)        Reports
        of Form 8-K
 
 On July 10, 2007, the Company filed an 8K based on the acquisition of
        Metropolitan Computing Corporation.
 
 On July 11, 2007, the Company filed an amended 8K based on the acquisition
        of
        Metropolitan Computing Corporation.
  On September 4, 2007, we filed an 8k based
        upon the spin off of Bedminster Financial Corp. and Bedminster Capital
        Corp.
 
 
 
 *Page
            27*
 
 **SIGNATURES**
  In
        accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
        this report to be signed on its behalf by the undersigned, there unto duly
        authorized.
  **BEDMINSTER
                  NATIONAL CORP.**RegistrantDate:
                  December 5, 2007
              By:
                  */s/ Paul Patrizio*Paul
                  PatrizioPresident,
                  Chief Executive Officer,Chairman
                  of Board of Directors






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