**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**




**FORM
      10-QSB**


(Mark
      One)


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




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


**or**




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




**For
      the transition period from ______to______.**




**Commission
      file number 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 August 9, 2007 are 6,218,000 shares
        of
        Class A Common Stock and 2,156,000 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 six
      months ended June 30, 2007 are not necessarily indicative of results that may
      be
      expected for the year ending December 31, 2007. The financial statements are
      presented on the accrual basis.








2




**BEDMINSTER
        CAPITAL CORP.**
 **(A
        WHOLLY OWNED SUBSIDIARY OF**
 **BEDMINSTER
        NATIONAL CORP.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **CONDENSED
        FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**








3





**BEDMINSTER
                  CAPITAL CORP****A
                  WHOLLY OWNED SUBSIDIARY OF BEDMINSTER NATIONAL
                  CORP****(A
                  DEVELOPMENT STAGE COMPANY)****CONDENSED
                  BALANCE SHEET****AS
                  OF JUNE 30, 2007****(UNAUDITED)****ASSETS****CURRENT
                  ASSETS**Cash
              
              $
              496Total
                  Current Assets
              
              
              496**OTHER
                  ASSETS**Deposits
              
              
              450**TOTAL
                  ASSETS**
              
              $
              946**LIABILITIES
                  AND STOCKHOLDERS’ DEFICIT****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued expenses
              
              $
              16,262Lines
                  of Credit
              
              
              42,701Total
                  Current Liabilities
              
              
              58,963**STOCKHOLDERS’
                  DEFICIT**Preferred
                  stock, $0.0001 par value, 100,000,000 shares authorized, none issued
                  and outstanding, respectively
              
              
              -Common
                  stock – Class A, $0.0001 par value, 200,000,000 shares authorized,
                  6,218,000 shares issued and outstanding
              
              
              622Common
                  stock – Class B, $0.0001 par value, 3,000,000 shares authorized, 2,156,000
                  shares issued and outstanding
              
              
              215Additional
                  paid in capital
              
              
              40,000Accumulated
                  deficit during development stage
              
              
              (98,854
              )Total
                  Stockholders’ Deficit
              
              
              (58,017
              )**TOTAL
                  LIABILITIES AND STOCKHOLDERS’ DEFICIT**
              
              $
              946


See
      notes
      to Audited Financial Statements.





4





**BEDMINSTER
                  CAPITAL CORP****A
                  WHOLLY OWNED SUBSIDIARY OF BEDMINSTER NATIONAL
                  CORP****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENTS
                  OF OPERATIONS****(UNAUDITED)**For
                  the three Months Ended June 30, 2007
              
              
              For
                  the Period from January 16, 2007 (Inception) to June 30,
                  2007**REVENUES**
              
              $
              -
              
              
              $
              -**OPERATING
                  EXPENSES**Professional
                  fees
              
              
              10,269
              
              
              
              15,650Management
                  fees
              
              
              70,000
              
              
              
              80,000General
                  and administrative
              
              
              1,413
              
              
              
              2,365Total
                  Operating Expenses
              
              
              81,682
              
              
              
              98,015**LOSS
                  FROM OPERATIONS**
              
              
              (81,682
              )
              
              
              (98,015
              )**OTHER
                  INCOME (EXPENSE)**Interest
              
              
              (749
              )
              
              
              (839
              )Total
                  Other Income (Expense)
              
              
              (749
              )
              
              
              (839
              )**NET
                  LOSS BEFORE INCOME TAXES**
              
              
              (82,431
              )
              
              
              (98,854
              )Provision
                  for Income Taxes
              
              
              -
              
              
              
              -**NET
                  LOSS**
              
              
              (82,431
              )
              
              
              (98,854
              )Net
                  loss per share - basic and diluted
              
              $
              (0.01
              )
              
              $
              (0.01
              )Weighted
                  average number of shares outstanding during the period - basic
                  and
                  diluted
              
              
              8,374,000
              
              
              
              8,374,000




See
        notes
        to Audited Financial Statements.






5






**BEDMINSTER
                  CAPITAL CORP.****A
                  WHOLLY OWNED SUBSIDIARY OF BEDMINSTER NATIONAL
                  CORP****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENT
                  OF STOCKHOLDERS’ DEFICIT****FOR
                  THE PERIOD FROM JANUARY 16, 2007 (INCEPTION) TO JUNE 30,
                  2007****(UNAUDITED)****Preferred
                  Stock**
              
              
              **Common
                  Stock _A**
              
              
              **Common
                  Stock -B**
              
              
              
              
              
              **Accum****Shares**
              
              
              **Amount**
              
              
              **Shares**
              
              
              **Amount**
              
              
              **Shares**
              
              
              **Amount**
              
              
              **APIC**
              
              
              **Deficit**
              
              
              **Total**Common
                  stock issued toparent
                  for cash ($0.0001/share)
              
              
              -
              
              
              $
              -
              
              
              
              6,218,000
              
              
              $
              622
              
              
              
              2,156,000
              
              
              $
              215
              
              
              $
              -
              
              
              $
              -
              
              
              $
              837In
                  kind contribution of services
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              
              40,000
              
              
              
              
              
              
              
              40,000Net
                  loss for the period January 16, 2007(inception)
                  to June 30, 2007
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (98,854
              )
              
              
              (98,854
              )**June
                  30, 2007 Balance**
              
              
              -
              
              
              $
              -
              
              
              $
              6,218,000
              
              
              
              622
              
              
              $
              2,156,000
              
              
              $
              215
              
              
              $
              40,000
              
              
              $
              (98,854
              )
              
              $
              (58,017
              )




See
        notes
        to Audited Financial Statements.






6




**BEDMINSTER
                  CAPITAL CORP.****A
                  WHOLLY OWNED SUBSIDIARY OF BEDMINSTER NATIONAL
                  CORP****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENT
                  OF CASH FLOWS****(UNAUDITED)**For
                  the Period from January 16, 2007 (Inception) to June 30,
                  2007**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  loss
              
              $
              (98,854
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:In
                  kind contribution of services
              
              
              40,000Changes
                  in operating assets and liabilities:Increase
                  in accounts payable and accrued expenses
              
              
              16,262Increase
                  in deposits
              
              
              (450
              )Increase
                  in accrued interest
              
              
              -Net
                  Cash Used In Operating Activities
              
              
              (43,042
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES**Purchase
                  of fixed assets
              
              
              -Net
                  Cash Used In Investing Activities
              
              
              -**CASH
                  FLOWS FROM FINANCING ACTIVITIES**Proceeds
                  from issuance of common stock
              
              
              837Proceeds
                  from lines of credit
              
              
              42,701Net
                  Cash Provided By Financing Activities
              
              
              43,538NET
                  INCREASE IN CASH
              
              
              496CASH
                  AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
              
              
              -CASH
                  AND CASH EQUIVALENTS AT END OF PERIOD
              
              $
              496




See
      notes
      to Audited Financial Statements.






7




**BEDMINSTER
        CAPITAL CORP.**
 **(A
        WHOLLY OWNED SUBSIDIARY OF**
 **BEDMINSTER
        NATIONAL CORP.)**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **AS
        OF JUNE 30, 2007**




**NOTE
                  1**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING POLICIES AND
                  ORGANIZATION**
 
 ***(A)
        Organization***
 
 Bedminster
        Capital Corp. (a development stage company) (the “Company”) is the wholly owned
        subsidiary of Bedminster National Corp. The Company was incorporated under
        the
        laws of the State of Nevada on January 16, 2007.  The Company was
        organized to own and  manage commercial real estate. 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.
 
 ***(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.
 
 
 8
  **BEDMINSTER
            CAPITAL CORP.**
 **(A
            WHOLLY OWNED SUBSIDIARY OF**
 **BEDMINSTER
            NATIONAL CORP.)**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO CONDENSED FINANCIAL STATEMENTS**
 **AS
            OF JUNE 30, 2007**
   ***(F)
        Revenue Recognition***
 
 Revenues
        are recognized as the services are performed.  As of June 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.
 
 ***(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 June 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.
   9
  **BEDMINSTER
            CAPITAL CORP.**
 **(A
            WHOLLY OWNED SUBSIDIARY OF**
 **BEDMINSTER
            NATIONAL CORP.)**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO CONDENSED FINANCIAL STATEMENTS**
 **AS
            OF JUNE 30, 2007**
  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.
 
 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.
   10
 **BEDMINSTER
            CAPITAL CORP.**
 **(A
            WHOLLY OWNED SUBSIDIARY OF**
 **BEDMINSTER
            NATIONAL CORP.)**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO CONDENSED FINANCIAL STATEMENTS**
 **AS
            OF JUNE 30, 2007**
  **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).  BNC paid the subscription receivable on April 19,
        2007.
 
 All
        issued and outstanding shares of Class A common stock and Class B common
        stock
        shall be identical and shall entitle the holders to the same rights and
        privileges except that the Class A shares have no voting rights.
 
 ***(B)
        In Kind Contribution of Service***
 
 The
        Company received an in kind contribution of services under its management
        agreement with a related party of $40,000 for the period March 1, 2007 through
        June 30, 2007.
  **NOTE
                  3**
              **RELATED
                  PARTY TRANSACTIONS**
 
 The
        Company has entered into a management services agreement with Apogee Holdings
        Inc. (a company controlled by our President and majority stockholder of our
        parent) that became effective March 1, 2007.  The management agreement
        ends December 31, 2017 and calls for an annual fee of $240,000 (which amount
        shall be increased by $5,000 when and if the Company’s revenues, based on the
        trailing twelve months over per forma basis, exceed $5,000,000 and there
        after
        increase by an additional $2,000 for each proforma revenue increase of
        $5,000,000), which management fee shall increase by no less then 5%
        annually.  In the event of termination of services without cause, the
        agreement provides that the Company shall pay the amount of the balance of
        the
        term of the agreement up to a maximum of $250,000. Apogee will also earn
        an
        annual bonus as follows: ten percent of the annual adjusted EBITDA based
        on the
        audited consolidated results of the Company.  40% of such bonus shall
        be paid in cash and the remaining 60% shall be paid in shares of Class A
        Common
        Stock of the Company based on an amount equal to 120% of the annual average
        stock price.  Such shares shall be restricted from sale for a period
        of three years from the date that Apogee receives such bonus
        shares.  Apogee will also be entitled to an additional bonus of
        $100,000 in cash if and when the Company becomes a separate publicly traded
        entity, provided that the Board shall determine that the Company has sufficient
        funds to pay such bonus or any portion of such bonus from time to
        time.
   11
  **BEDMINSTER
            CAPITAL CORP.**
 **(A
            WHOLLY OWNED SUBSIDIARY OF**
 **BEDMINSTER
            NATIONAL CORP.)**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO CONDENSED FINANCIAL STATEMENTS**
 **AS
            OF JUNE 30, 2007**
  As
        of
        June 30, 2007, the company has paid $40,000 of management fees and record
        $40,000 as the fair value of fees forgiven by the management company as an
        in-kind contribution of services.
 
 **NOTE
                  4**
              **LINES
                  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 June 30, 2007) on all outstanding amounts and requires
        monthly
        payments of 1/36 of all principal amounts outstanding under the line plus
        interest.  The parent has guaranteed the line and there is $42,701
        outstanding under the line as of the date hereof.
 
 **NOTE
                  5**
              **COMMITMENTS
                  AND CONTINGENCIES**
 
 ***(A)
        Management Service Agreement***
 
 The
        Company has entered into a management services agreement with Apogee Holdings
        Inc. (a company controlled by our President and majority stockholder of our
        parent) that became effective March 1, 2007.  The management agreement
        ends December 31, 2017 and calls for an annual fee of $240,000 (which amount
        shall be increased by $5,000 when and if the Company’s revenues, based on the
        trailing twelve months over per forma basis, exceed $5,000,000 and there
        after
        increase by an additional $2,000 for each proforma revenue increase of
        $5,000,000), which management fee shall increase by no less then 5%
        annually.  In the event of termination of services without cause, the
        agreement provides that the Company shall pay the amount of the balance of
        the
        term of the agreement up to a maximum of $250,000. Apogee will also earn
        an
        annual bonus as follows: ten percent of  the annual adjusted EBITDA
        based on the audited consolidated results of the Company.  40% of such
        bonus shall be paid in cash and the remaining 60% shall be paid in shares
        of
        Class A Common Stock of the Company based on an amount equal to 120% of the
        annual average stock price.  Such shares shall be restricted from sale
        for a period of three years from the date that Apogee receives such bonus
        shares.  Apogee will also be entitled to an additional bonus of
        $100,000 in cash if and when the Company becomes a separate publicly traded
        entity, provided that the Board shall determine that the Company has sufficient
        funds to pay such bonus or any portion of such bonus from time to
        time.  As of June 30, 2007, the company has paid $40,000 of management
        fees and record $40,000 as the fair value of fees forgiven by the management
        company as an in-kind contribution of services.
 
 
 12
 **BEDMINSTER
            CAPITAL CORP.**
 **(A
            WHOLLY OWNED SUBSIDIARY OF**
 **BEDMINSTER
            NATIONAL CORP.)**
 **(A
            DEVELOPMENT STAGE COMPANY)**
 **NOTES
            TO CONDENSED FINANCIAL STATEMENTS**
 **AS
            OF JUNE 30, 2007**
 
 ***(B)
        Real Estate Service Agreement***
 
 The
        Company has entered into a real estate consulting agreement with a real estate
        consulting group to provide support services to the Company regarding its
        real
        estate activities that became effective March 1, 2007.  The agreement
        is ongoing until cancelled by either party with 90 days written
        notice.  The agreement calls for initial payment of $2,000 upon
        signing the agreement and a 1.5% fee upon the successful purchase of each
        property, a .75% fee for each refinancing completed, a .5% fee of all gross
        renewal of all lease agreements,  a 1.25% fee of all new lease
        agreements, a 1% fee for all sales of property, and an initial $10,000 fee
        for
        the first property taken under management and a ongoing monthly fee of the
        greater of  1.75% of the gross rental income or $2,500 to manage the
        Company’s real estate.
  **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 $98,854,
        negative working capital of  $58,467, and has a negative cash flow
        from operations of $43,042  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




**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**




Bedminster
      National is in the process of spinning-off its wholly-owned subsidiary
      Bedminster Capital, which is in the business of managing investment assets
      and
      intends to provide trust services by distributing all of our outstanding shares
      of stock to its stockholders. Following the distribution, we will be an
      independent public company and Bedminster National will no longer maintain
      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:




*Third
      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.




*Fourth
      Quarter 2007*




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




*First
      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.






14





*Second
      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 $98,854, negative working capital of
        $58,467 and negative cash flow from operations of $43,042 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 June 30, 2007***





**Revenues**





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




**Operating
        Expenses**
  Total
        operating expenses from inception through June 30, 2007 were $98,015, consisting
        of $80,000 for management fees, $15,650 for professional fees and $2,365
        for
        general and administrative expenses. The cost and expenses from inception
        through June 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 June 30, 2007 was
        $98,854.




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 June 30,
          2007, Che company has paid $40,000 of management fees to Apogee and record
          $40,000 as the fair value of fees forgiven by the management company as
          an
          in-kind contribution of services.





15





**Liquidity
      and Capital Resources**




As
      of
      June 30, 2007 we had $496 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 June 30, 2007) on all outstanding amounts
      and requires monthly payments of 1/36 of all principal amounts outstanding
      under
      the line plus interest. The parent has guaranteed the line and there is $42,701
      outstanding under the line as of June 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.






16





In
      February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
      No.
      159, “*The Fair Value Option for Financial Assets and Financial Liabilities -
      Including an Amendment of FASB Statement No. 115*”. This statement permits
      entities to choose to measure many financial instruments and certain other
      items
      at fair value. Most of the provisions of SFAS No. 159 apply only to entities
      that elect the fair value option. However, the amendment to SFAS No. 115
“*Accounting for Certain Investments in Debt and Equity Securities*”
applies to all entities with available-for-sale and trading securities.
      SFAS No.
      159 is effective as of the beginning of an entity’s first fiscal year that
      begins after November 15, 2007. Early adoption is permitted as of the beginning
      of a fiscal year that begins on or before November 15, 2007, provided the entity
      also elects to apply the provision of SFAS No. 157, “*Fair Value
      Measurements”.* The adoption of this statement is not expected to have a
      material effect on the Company's financial statements.





**Off-Balance
      Sheet Arrangements**





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




**Item
      3. Controls and Procedures**




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




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










17








**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 June 30, 2007, covered by this report
      to
      a vote of the Company’s shareholders, through the solicitation of proxies or
      otherwise.




**Item
      5.   Other
      Information.**







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




(a)                     Exhibits





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





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




(b)                  Reports
      of Form
      8-K





None.






18














**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:
                August 9, 2007
            By:
                */s/ Paul Patrizio*Paul
                PatrizioPresident,
                Chief Executive Officer,Chairman
                of Board of Directors