**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 000-52665**




**BEDMINSTER
      CAPITAL CORP.**


(Exact
      name of registrant as specified in its charter)


**Nevada**
            **20-8285508**(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)719-8941**


(Registrant’s
      telephone number, including area code)




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




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




Yes              x                     No            o




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





Yes              x                     No            o





State
      the
      number of shares outstanding of each of the issuer's classes of Class A Common
      Stock and Class B Common Stock, as of November 12, 2007 are 8,955,900 shares
      of
      Class A Common Stock and 2,154,000 shares of Class B Common Stock.















**BEDMINSTER
      CAPITAL 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.






2







**BEDMINSTER
        CAPITAL CORP.**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
        FINANCIAL STATEMENTS**
 **AS
        OF SEPTEMBER 30, 2007**
 
   3
  **BEDMINSTER
                    CAPITAL CORP****(A
                    DEVELOPMENT STAGE COMPANY)****CONDENSED
                    BALANCE SHEET****AS
                    OF SEPTEMBER 30, 2007****(UNAUDITED)****ASSETS****CURRENT
                    ASSETS**Cash
                
                $
                2,331Total
                    Current Assets
                
                
                2,331**OTHER
                    ASSETS**Deposits
                
                
                450Total
                    Other Assets
                
                
                450**TOTAL
                    ASSETS**
                
                $
                2,781**LIABILITIES
                    AND STOCKHOLDERS’ DEFICIT****CURRENT
                    LIABILITIES**Accounts
                    payable and accrued expenses
                
                $
                26,366Line
                    of Credit
                
                
                79,429Total
                    Current Liabilities
                
                
                105,795**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, 8,755,900shares
                    issued and outstanding
                
                
                876Common
                    stock – Class B, $0.0001 par value, 3,000,000 shares authorized, 2,154,000shares
                    issued and outstanding
                
                
                215Additional
                    paid in capital
                
                
                67,282Subscription
                    Receivable
                
                
                -Accumulated
                    deficit during development stage
                
                
                (171,387
                )Total
                    Stockholders’ Deficit
                
                
                (103,014
                )**TOTAL
                    LIABILITIES AND STOCKHOLDERS’ DEFICIT**
                
                $
                2,781
  See
        accompanying notes to unaudited financial statements.
   4
  **BEDMINSTER
                    CAPITAL CORP****(A
                    DEVELOPMENT STAGE COMPANY)****CONDENSED
                    STATEMENTS OF OPERATIONS****(UNAUDITED)**For
                    the Three
                  Months
                    Ended
                  September,
                    30, 2007
                
                
                For
                    the Period from January 16, 2007 (Inception) to September 30,
                    2007**REVENUES**
                
                $
                -
                
                
                $
                -**OPERATING
                    EXPENSES**Professional
                    fees
                
                
                67,150
                
                
                
                162,800General
                    and administrative
                
                
                3,871
                
                
                
                6,236Total
                    Operating Expenses
                
                
                71,021
                
                
                
                169,036**LOSS
                    FROM OPERATIONS**
                
                
                (71,021
                )
                
                
                (169,036
                )**OTHER
                    INCOME (EXPENSE)**Interest
                
                
                (1,512
                )
                
                
                (2,351
                )Total
                    Other Inocme (Expense)
                
                
                (1,512
                )
                
                
                (2,351
                )**NET
                    LOSS BEFORE INCOME TAXES**
                
                
                (72,533
                )
                
                
                (171,387
                )Provision
                    for Income Taxes
                
                
                -
                
                
                
                -**NET
                    LOSS**
                
                $
                (72,533
                )
                
                $
                (171,387
                )Net
                    loss per share - basic and diluted
                
                $
                (0.01
                )
                
                $
                (0.02
                )Weighted
                    average number of shares outstanding during the period - basic
                    and
                    diluted
                
                
                8,670,019
                
                
                
                8,670,019
  See
          accompanying notes to unaudited financial statements.
   5
  **BEDMINSTER
                    CAPITAL CORP.****(A
                    DEVELOPMENT STAGE COMPANY)****CONDENSED
                    STATEMENT OF STOCKHOLDERS’ DEFICIT****FOR
                    THE PERIOD FROM JANUARY 16, 2007 (INCEPTION) TO SEPTEMBER 30,
                    2007****(UNAUDITED)****Accum****Deficit****During
                    the****Common
                    Stock _A**
                
                
                **Common
                    Stock -B**
                
                
                
                
                
                **Development****Shares**
                
                
                **Amount**
                
                
                **Shares**
                
                
                **Amount**
                
                
                **APIC**
                
                
                **Stage**
                
                
                **Total**Common
                    stock issued toparent
                    for cash ($0.0001/share)
                
                
                8,753,900
                
                
                $
                875
                
                
                
                2,156,000
                
                
                $
                215
                
                
                $
                2,282
                
                
                $
                -
                
                
                $
                3,373In-Kind
                    contribution of services
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                65,000
                
                
                
                -
                
                
                
                65,000Conversion
                    of Class B shares to Class A shares
                
                
                2,000
                
                
                
                -
                
                
                
                (2,000
                )
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -Net
                    loss for the period
                  January
                    16, 2007(inception) to September 30, 2007
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                (171,387
                )
                
                $
                (171,387
                )**September
                    30, 2007 Balance**
                
                
                8,755,900
                
                
                $
                875
                
                
                
                2,154,000
                
                
                $
                215
                
                
                $
                67,282
                
                
                $
                (171,387
                )
                
                $
                (103,014
                )
  See
          accompanying notes to unaudited financial statements.
   6
  **BEDMINSTER
                    CAPITAL CORP.****(A
                    DEVELOPMENT STAGE COMPANY)****CONDENSED
                    STATEMENTS OF CASH FLOWS****(UNAUDITED)**For
                    the Period from January 16, 2007 (Inception) to September 30,
                    2007**CASH
                    FLOWS FROM OPERATING ACTIVITIES:**Net
                    loss
                
                $
                (171,387
                )Adjustments
                    to reconcile net loss to net cash used in operating
                    activities:In-kind
                    contribution of services
                
                
                65,000Changes
                    in operating assets and liabilities:Increase
                    in accounts payable and accrued expenses
                
                
                26,366Increase
                    in deposits
                
                
                (450
                )Net
                    Cash Used In Operating Activities
                
                
                (80,471
                )**CASH
                    FLOWS FROM INVESTING ACTIVITIES**
                
                
                -**CASH
                    FLOWS FROM FINANCING ACTIVITIES**Proceeds
                    from issuance of common stock
                
                
                3,373Proceeds
                    from lines of credit
                
                
                79,429Net
                    Cash Provided By Financing Activities
                
                
                82,802NET
                    INCREASE IN CASH
                
                
                2,331CASH
                    AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
                
                
                -CASH
                    AND CASH EQUIVALENTS AT END OF PERIOD
                
                $
                2,331
  See
          accompanying notes to unaudited financial statements.
    7
 **BEDMINSTER
          CAPITAL CORP.**
 **(A
          DEVELOPMENT STAGE COMPANY)**
 **NOTES
          TO FINANCIAL STATEMENTS**
 **AS
          OF SEPTEMBER 30, 2007**
 **NOTE
                    1**
                **SUMMARY
                    OF SIGNIFICANT ACCOUNTING POLICIES AND
                    ORGANIZATION**
   ***(A)
          Basis of presentation and
          Organization***
 
 The
          accompanying consolidated, condensed unaudited 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. The financial
          statements are presented on the accrual basis.  These financial
          statements should be read in conjunction with the Company's audited financial
          statements and the accompanying notes included in the Company's Form 10-SB
          filed
          with the SEC. The results of operations for the three month period ended
          September 30, 2007, are not necessarily indicative of the results to be
          expected
          for any subsequent quarter or for the entire fiscal year.
 
 Bedminster
          Capital Corp. (a development stage company) (the “Company”) was incorporated
          under the laws of the State of Nevada on January 16, 2007.  The
          Company was organized to manage investment assets and provide trust services.
          BFC will provide institutions and high net worth individuals with trust
          and
          custodial services and related financial advisory services.  The
          Company was a wholly owned subsidiary until the August 2007 spin off from
          Bedminster National Corp.
 
 Activities
          during the development stage include developing the business plan and raising
          capital.
 
 ***(B)
          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.
 
 ***(C)
          Cash Equivalents***
 
 For
          the
          purpose of the cash flow statement, the Company considers all highly liquid
          investments with original maturities of three months or less at the time
          of
          purchase to be cash equivalents.
  
 8
 **BEDMINSTER
            CAPITAL CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **AS
            OF SEPTEMBER 30, 2007**
 ***(D)
          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.
 
 ***(E)
          Business Segments***
 
 The
          Company operates in one segment and therefore segment information is not
          presented.
 
 ***(F)
          Revenue Recognition***
 
 Revenues
          are recognized as the services are performed.  As of September 30,
          2007, the Company had no revenues
 
 ***(G)
          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.
 
 ***(H)
          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.
  
 9
 **BEDMINSTER
            CAPITAL CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **AS
            OF SEPTEMBER 30, 2007**
 ***(I)
          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.”   There are no dilutive securities
          outstanding as of September 30, 2007.
 
 ***(K)
          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.
 
 ***(L)
          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.
   10
 **BEDMINSTER
            CAPITAL CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **AS
            OF SEPTEMBER 30, 2007**
 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.
 
 **NOTE
                    2**
                **STOCKHOLDERS’
                    DEFICIT**
 
 ***(A)
          Common Stock Issued for Cash***
 
 On
          January 16, 2007, the Company issued 6,218,000 shares of Class A common
          stock
          and 2,156,000 shares of Class B common stock to its parent, Bedminster
          National
          Corp (BNC) for a subscription receivable of $837 ($0.0001 per
          share).  On April 19, 2007 BNC paid the outstanding subscription
          receivable.
 
 On
          September 13, 2007, the Company issued 2,535,900 shares of Class A common
          stock
          to its parent, Bedminster National Corp (BNC) for $2,536.
 
 
 11
 **BEDMINSTER
            CAPITAL CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **AS
            OF SEPTEMBER 30, 2007**
 
 ***(B)
          Conversion of Class A to Class B***
 
 During
          2007 a stockholder converted 2,000 shares of Class B shares to 2,000 Class
          A
          shares.
 
 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.
  **NOTE
                    3**
                **RELATED
                    PARTY TRANSACTIONS**
 
 The
          Company has entered into a management services agreement with Apogee Holdings
          Inc that became effective March 1, 2007.  The management agreement
          ends December 31, 2017 and calls for an annual fee of $240,000 (which amount
          shall be increased by $5,000 when and if the Company’s revenues, based on the
          trailing twelve months over per forma basis, exceed $5,000,000 and there
          after
          increase by an additional $2,000 for each proforma revenue increase of
          $5,000,000), which management fee shall increase by no less then 5%
          annually.  In the event of termination of services without cause, the
          agreement provides that the Company shall pay the amount of the balance
          of the
          term of the agreement up to a maximum of $250,000. Apogee will also earn
          an
          annual bonus as follows: ten percent of the annual adjusted EBITDA based
          on the
          audited consolidated results of the Company.  40% of such bonus shall
          be paid in cash and the remaining 60% shall be paid in shares of Class
          A Common
          Stock of the Company based on an amount equal to 120% of the annual average
          stock price.  Such shares shall be restricted from sale for a period
          of three years from the date that Apogee receives such bonus
          shares.  Apogee will also be entitled to an additional bonus of
          $100,000 in cash if and when the Company becomes a separate publicly traded
          entity, provided that the Board shall determine that the Company has sufficient
          funds to pay such bonus or any portion of such bonus from time to time.
          As of
          September 30, 2007, the Company has paid $75,000 and Apogee has waived
          $65,000
          under the management agreement.
 
 
 **NOTE
                    4**
                **LINE
                    OF CREDIT**
 
 In
          January 2007, Signature Bank approved a $100,000 line of credit for the
          Company.  The line provides an interest rate of 1% above the prime
          rate (9.25% as of September 30, 2007) on all outstanding amounts and requires
          monthly payments of 1/36 of all principal amounts outstanding under the
          line
          plus interest.  The line of credit is secured by all the assets of the
          Company and the Company’s former parent has also guaranteed repayment of the
          line.  As of September 30, 2007 there is $79,429 outstanding under the
          line.
 
 
 
 12
 **BEDMINSTER
            CAPITAL CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **AS
            OF SEPTEMBER 30, 2007**
 
 **NOTE
                    5**
                **COMMITMENTS
                    AND CONTINGENCIES**
 
 ***(A)
          Management Service Agreement***
 
 The
          Company has entered into a management services agreement with Apogee Holdings
          Inc that became effective March 1, 2007.  The management agreement
          ends December 31, 2017 and calls for an annual fee of $240,000 (which amount
          shall be increased by $5,000 when and if the Company’s revenues, based on the
          trailing twelve months over per forma basis, exceed $5,000,000 and there
          after
          increase by an additional $2,000 for each proforma revenue increase of
          $5,000,000), which management fee shall increase by no less then 5%
          annually.  In the event of termination of services without cause, the
          agreement provides that the Company shall pay the amount of the balance
          of the
          term of the agreement up to a maximum of $250,000. Apogee will also earn
          an
          annual bonus as follows: ten percent of  the annual adjusted EBITDA
          based on the audited consolidated results of the Company.  40% of such
          bonus shall be paid in cash and the remaining 60% shall be paid in shares
          of
          Class A Common Stock of the Company based on an amount equal to 120% of
          the
          annual average stock price.  Such shares shall be restricted from sale
          for a period of three years from the date that Apogee receives such bonus
          shares.  Apogee will also be entitled to an additional bonus of
          $100,000 in cash if and when the Company becomes a separate publicly traded
          entity, provided that the Board shall determine that the Company has sufficient
          funds to pay such bonus or any portion of such bonus from time to time.
          As of
          September 30, 2007, the Company has paid $75,000 and Apogee has waived
          $65,000
          under the management agreement.
 
 **NOTE
                    6**
                **GOING
                    CONCERN**
 
 As
          reflected in the accompanying financial statements, the Company is in the
          development stage, has an accumulated deficit from inception of $171,387,
          negative working capital of  $103,464, and has a negative cash flow
          from operations of $80,471 from inception.  This raises substantial
          doubt about its ability to continue as a going concern.  The ability
          of the Company to continue as a going concern is dependent on the Company’s
          ability to raise additional capital and implement its business
          plan.  The financial statements do not include any adjustments that
          might be necessary if the Company is unable to continue as a going
          concern.
 
 Management
          believes that actions presently being taken to obtain additional funding
          and
          implement its strategic plans provide the opportunity for the Company to
          continue as a going concern.
    13
 **BEDMINSTER
            CAPITAL CORP.**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO FINANCIAL STATEMENTS**
 **AS
            OF SEPTEMBER 30, 2007**
  **NOTE
                    7**
                **SUBSEQUENT
                    EVENT**
 
 In
          October 2007, the Company issued 200,000 class A shares for services with
          a fair
          value of $20,000 based on a fair market of $0.10 per
          share.









14




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




GENERAL




**MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS**





*You
      should read the following discussion in conjunction with the combined financial
      statements and the corresponding notes and the unaudited pro forma combined
      financial statements and the corresponding notes included elsewhere in this
      Information Statement. The* *following discussion contains
      forward-looking statements within the meaning of Section 27A of the Securities
      Act of 1933 and Section 21E of the Securities Exchange Act of 1934 relating
      to
      future events or our future performance. 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 prospectus.*





*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. Please see
      “Forward Looking Statements” for a discussion of the uncertainties, risks and
      assumptions associated with these statements.*





**Separation
      from Bedminster National**




During
        August 2007, we were spun-off from our parent Bedminster National.  We
        are in the business of managing and owning real estate. Following the
        distribution, we are an independent public company and Bedminster National
        no
        longer maintains any stock ownership in us.





**Plan
      of Operations**





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




*Fourth
      Quarter 2007*





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




*First
      Quarter 2008*




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




*Second
      Quarter 2008*




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




If
      we
      have executed a purchase agreement to acquire real estate we will work with
      our
      investment partner to raise the necessary financing to consummate the
      acquisition.








15







*Third
      Quarter 2008*




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





**Going
      Concern**





As
      reflected in the Company’s Financial Statements and Note 6 to the Financial
      Statements which accompany this Information Statement, the Company’s
      accumulated deficit from inception of $171,387, negative working capital of
      $103,014 and negative cash flow from operations of $80,471 from inception raise
      substantial doubt about its ability to continue as a going concern. The ability
      of the Company to continue as a going concern is dependent on the Company’s
      ability to raise additional debt or 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.





To
      successfully grow the individual segments of our business, we must raise
      additional capital through a combination of public or private equity or debt
      offerings or strategic alliances. Our future success is dependent upon raising
      additional money to provide for the necessary operations of the company. If
      we
      are unable to obtain such additional financing, there would be a material
      adverse effect on our business, financial position, and results of operations.
      Our continuation as a going concern is dependent on our ability to generate
      sufficient capital to meet our obligations on a timely basis, and to implement
      and grow our business. However, no assurance can be given that additional
      capital, if needed, will be available when required or upon terms acceptable
      to
      us.





**Results
      of Operations**




***From
      Inception, January 16, 2007, through September 30,
      2007***





**Revenues**





We
      had no
      revenues from inception through September 30, 2007.




**Operating
      Expenses**




Total
      operating expenses from inception through September 30, 2007 were $169,036,
      consisting of $162,800 for professional fees and $6,236 for general and
      administrative expenses. The cost and expenses from inception through September
      30, 2007 were attributable primarily to professional fees incurred in connection
      with our formation and the management services agreement set forth
      below.




**Net
      Loss**





Our
      net
      loss from operations from inception through September 30, 2007 was
      $171,387.




The
      Company entered into a management services agreement with Apogee Holdings Inc.
      (a company controlled by our President and majority stockholder of our parent)
      that became effective March 1, 2007. The management agreement ends December
      31,
      2017 and calls for an annual fee of $240,000 (which amount shall be increased
      by
      $5,000 when and if the Company’s revenues, based on the trailing twelve months
      over per forma basis, exceed $5,000,000 and there after increase by an
      additional $2,000 for each proforma revenue increase of $5,000,000), which
      management fee shall increase by no less then 5% annually. In the event of
      termination of services without cause, the agreement provides that the Company
      shall pay the amount of the balance of the term of the agreement up to a maximum
      of $250,000. Apogee will also earn an annual bonus as follows: ten percent
      of
      the annual adjusted EBITDA based on the audited consolidated results of the
      Company. 40% of such bonus shall be paid in cash and the remaining 60% shall
      be
      paid in shares of Class A Common Stock of the Company based on an amount equal
      to 120% of the annual average stock price. Such shares shall be restricted
      from
      sale for a period of three years from the date that Apogee receives such bonus
      shares. Apogee will also be entitled to an additional bonus of $100,000 in
      cash
      if and when the Company becomes a separate publicly traded entity, provided
      that
      the Board shall determine that the Company has sufficient funds to pay such
      bonus or any portion of such bonus from time to time.  As of September
      30, 2007, The Company has paid $75,000 of management fees to Apogee and recorded
      $65,000 as the fair value of fees forgiven by the management company as an
      in-kind contribution of services.







16





**Liquidity
      and Capital Resources**




As
      of
      September 30, 2007 we had $2,331 in cash. In January 2007, Signature Bank
      approved a $100,000 line of credit for the Company. The line provides an
      interest rate of 1% above the prime rate (9.25% as of September 30, 2007) on
      all
      outstanding amounts and requires monthly payments of 1/36 of all principal
      amounts outstanding under the line plus interest. The parent has guaranteed
      the
      line and there is $79,429 outstanding under the line as of September 30,
      2007.




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




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





**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 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.




**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.








17








**Off-Balance
      Sheet Arrangements**





We
      do not
      have any off-balance sheet arrangements, financings, or other relationships
      with
      unconsolidated entities or other persons, also known as “special purpose
      entities” (SPEs).




**Item
      3. Controls and Procedures**




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




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







18











**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.**




None




**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





None.






19














**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
                CAPITAL CORP.**RegistrantDate:
                November 12, 2007
            By:
                */s/ Paul
                Patrizio*                                                                ****Paul
                PatrizioPresident,
                Chief Executive Officer,Chairman
                of Board of Directors