UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 WASHINGTON,
D.C. 20549
 _______________
  FORM
10-Q
 _______________
  x
              QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
  For
the quarterly period ended March 31, 2008
   o
              TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934
 
 For the transition period from
______to______.
  BEDMINSTER
CAPITAL CORP.
 (Exact
name of registrant as specified in Charter
  NEVADA
              
              000-52665
              
              20-8285508(State
      or other jurisdiction of
                incorporation
      or organization)
              
              (Commission
      File No.)
              
              (IRS
      Employee Identification No.)
 
 90
Washington Valley Road, Bedminster, New Jersey 07921
 (Address
of Principal Executive Offices)
 _______________
  (908)
719-8941
 (Issuer
Telephone number)
 _______________
 
 
 (Former
Name or Former Address 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  Noo
  Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company filer.
 See definition of “accelerated filer” and “large accelerated filer” in
Rule 12b-2 of the Exchange Act (Check one):
  Large
      Accelerated Filer o
                Accelerated
      Filer o
                Non-Accelerated
      Filer o
                Smaller
      Reporting Company x
  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 common equity,
as of asof May 12,
2008: 8,955,900 shares of Class A Common Stock and 2,154,000 shares of
Class B Common Stock.








BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 FINANCIAL
STATEMENTS
 AS
OF MARCH 31, 2008
 
 
 Table
of Contents
 
 INDEX
 
 PART I
      FINANCIAL INFORMATIONItem 1.
              
              Financial
      Statements
              
              3Balance
      Sheets at March 31, 2008 (unaudited) and December 31, 2007
              
              4Statements
      of Operations (unaudited) for the three months ended March 31, 2008 and
      2007
              
              5Statements
      of Cash Flows (unaudited) for the three months ended March 31, 2008 and
      2007
              
              6Notes
      to Financial Statements (unaudited)
              
              7Item 2.
              
              Management
      Discussion and Analysis of Financial Condition and Results of
      Operations.
              
              13Forward
      Looking StatementsItem 3.
              
              Quantitative
      and Qualitative Disclosures About Market Risk.
              
              16Item 4T.
              
              Controls
      and Procedures.
              
              16PART II
      OTHER INFORMATIONItem 1.
              
              Legal
      Proceedings.
              
              17Item 2.
              
              Unregistered
      Sales of Equity Securities and Use of Proceeds.
              
              17Item 3.
              
              Defaults
      Upon Senior Securities.
              
              17Item 4.
              
              Submission
      of Matters to a Vote of Security Holders.
              
              17Item 5.
              
              Other
      Information.
              
              17Item 6.
              
              Exhibits.
              
              17Signatures.
              
              18
 
 
  2
  Item
1. Financial Information
  
  BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 FINANCIAL
STATEMENTS
 AS
OF MARCH 31, 2008
             3
    BEDMINSTER
      CAPITAL CORP(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSMarch
      31, 2008
                
                
                December
      31, 2007(unaudited)ASSETSCURRENT
      ASSETSCash
                
                $
                9,488
                
                
                $
                23Total
      Current Assets
                
                
                9,488
                
                
                
                23OTHER
      ASSETSDeposits
                
                
                450
                
                
                
                450Total
      Other Assets
                
                
                450
                
                
                
                450TOTAL
      ASSETS
                
                $
                9,938
                
                
                $
                473LIABILITIES AND
      STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESLine
      of credit
                
                $
                201,049
                
                
                $
                112,652Accounts
      payable and accrued expenses
                
                
                106,979
                
                
                
                81,439Total
      Current Liabilities
                
                
                308,028
                
                
                
                194,091STOCKHOLDERS’
      DEFICITPreferred
      stock, $0.0001 par value, 100,000,000 shares authorized, none issued
      and outstanding
                
                
                -
                
                
                
                -Common
      stock – Class A, $0.0001 par value, 200,000,000 shares authorized,
      8,955,900 shares issued and outstanding
                
                
                896
                
                
                
                896Common
      stock – Class B, $0.0001 par value, 3,000,000 shares authorized, 2,154,000
      shares issued and outstanding
                
                
                215
                
                
                
                215Additional
      paid in capital
                
                
                87,262
                
                
                
                87,262Accumulated
      deficit during development stage
                
                
                (386,463
                )
                
                
                (281,991
                )Total
      Stockholders’ Deficit
                
                
                (298,090
                )
                
                
                (193,618
                )TOTAL LIABILITIES AND
      STOCKHOLDERS’ DEFICIT
                
                $
                9,938
                
                
                $
                473
  The accompanying notes to
financial statements are an integral part of these statements.
   4
  BEDMINSTER
      CAPITAL CORP(A
      DEVELOPMENT STAGE
      COMPANY)STATEMENTS OF
      OPERATIONS (UNAUDITED)For
      the three Months Ended March 31, 2008
                
                
                For
      the Period from January 16, 2007 (Inception) to March 31,
    2007
                
                
                Cumulative
      from January 16, 2007 (Inception) to March 31, 2008REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                -OPERATING
      EXPENSESProfessional
      fees
                
                
                97,876
                
                
                
                13,381
                
                
                
                362,858General
      and administrative
                
                
                3,673
                
                
                
                952
                
                
                
                16,294Total
      Operating Expenses
                
                
                101,549
                
                
                
                14,333
                
                
                
                379,152LOSS
      FROM OPERATIONS
                
                
                (101,549
                )
                
                
                (14,333
                )
                
                
                (379,152
                )OTHER
      INCOME (EXPENSE)Interest
                
                
                (2,923
                )
                
                
                (90
                )
                
                
                (7,311
                )Total
      Other Income (Expense)
                
                
                (2,923
                )
                
                
                (90
                )
                
                
                (7,311
                )NET
      LOSS
                
                $
                (104,472
                )
                
                $
                (14,423
                )
                
                $
                (386,463
                )Net
      loss per share - basic and diluted
                
                $
                (0.01
                )
                
                $
                (0.01
                )Weighted
      average number of shares outstanding during the period - basic and
      diluted
                
                
                11,109,900
                
                
                
                8,374,000
   The accompanying notes to
financial statements are an integral part of these
statements.
    5
   BEDMINSTER
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS OF CASH
      FLOWS (UNAUDITED)For
      the Three Months Ended March 31, 2008
                
                
                For
      the Period from January 16, 2007 (Inception) to March 31,
    2007
                
                
                Cumulative
      from January 16, 2007 (Inception) to March 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
                
                $
                (104,472
                )
                
                $
                (14,423
                )
                
                $
                (386,463
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Common
      stock issued for service
                
                
                -
                
                
                
                -
                
                
                
                20,000Services
      contributed
                
                
                -
                
                
                
                -
                
                
                
                65,000Changes
      in operating assets and liabilities:Increase
      in accounts payable and accrued expenses
                
                
                25,540
                
                
                
                3,381
                
                
                
                106,979Increase
      in deposits
                
                
                -
                
                
                
                (450
                )
                
                
                (450
                )Net
      Cash Used In Operating Activities
                
                
                (78,932
                )
                
                
                (11,492
                )
                
                
                (194,934
                )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
                
                
                -
                
                
                
                -
                
                
                
                3,373Proceeds
      from lines of credit
                
                
                88,397
                
                
                
                14,472
                
                
                
                201,049Net
      Cash Provided By Financing Activities
                
                
                88,397
                
                
                
                14,472
                
                
                
                204,422NET
      INCREASE IN CASH
                
                
                9,465
                
                
                
                2,980
                
                
                
                9,488CASH  AT
      BEGINNING OF PERIOD
                
                
                23
                
                
                
                -
                
                
                
                -CASH  AT
      END OF PERIOD
                
                $
                9,488
                
                
                $
                2,980
                
                
                $
                9,488Supplementary
      disclosure of cash flow information:Cash
      paid for interest
                
                $
                2,923
                
                
                $
                90
   The accompanying notes to
financial statements are an integral part of these
statements.
 6
    BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF MARCH 31,
2008
   NOTE
      1
                SUMMARY OF SIGNIFICANT
      ACCOUNTING POLICIES AND
ORGANIZATION
 
 (A) Basis of presentation
and Organization
 
 The
accompanying unaudited condensed financial statements have been prepared in
accordance with the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of
the Securities and Exchange Commission (the “Commission”) and include the
results of Bedminster Capital Corp. (a developmental stage company) (the
“Company”).  Accordingly, certain information and footnote disclosures
required in financial statements prepared in accordance with accounting
principles generally accepted in the United States of America have been
condensed or omitted.  Statements are subject to possible adjustments
in connection with the annual audit of the Company’s accounts for the year ended
December 31, 2008.  In the opinion of the Company’s management, the
accompanying unaudited condensed financial statements contain all adjustments
(consisting only of normal recurring adjustments) which the Company considers
necessary for the fair presentation of the Company’s financial position as of
March 31, 2008 and the results of its operations and cash flows for the three
month period ended March 31, 2008.  Results for the three months ended
March 31, 2008 are not necessarily indicative of results that may be expected
for the entire year.  The unaudited condensed financial statements
should be read in conjunction with the audited financial statements of the
Company and the notes thereto as of and for the year ended December 31, 2007
included in the Company’s Form 10-KSB filed with the Commission on March 10,
2008.
 
 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. The Company 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 of Bedminster
National Corp, (BNC), until August 2007, when the Company was spun
off.
 
 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.
    7
 BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF MARCH 31,
2008
   (C) Cash
Equivalents
 
 The
Company’s policy is to consider 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.  At March 31, 2008, deferred tax assets
amounted to approximately $153,000 which related to net operating loss
carryforwards.  The Company recorded a full valuation allowance to
reflect the estimated amount of deferred tax assets which are currently not
realizable.
 
 The
Company maintains a valuation allowance with respect to deferred tax assets. The
Company establishes a valuation allowance based upon the potential likelihood of
realizing the deferred tax asset and taking into consideration the Company’s
consolidated financial position and results of operations for the current
period. Future realization of the deferred tax benefit depends on the existence
of sufficient taxable income within the carryforward period under the Federal
tax laws.
 
 Changes
in circumstances, such as the Company generating taxable income, could cause a
change in judgment about the realizability of the related deferred tax asset.
Any change in the valuation allowance will be included in income in the year of
the change in estimate.
 
 (E) Business
Segments
 
 The
Company operates in one segment and therefore segment information is not
presented.
 
 (F) Revenue
Recognition
 
 The
Company is in the development stage and has yet to realize revenues from
operations. Once the Company has commenced operations, it will recognize
revenues when delivery of goods or completion of services has occurred provided
there is persuasive evidence of an agreement, acceptance has been approved by
its customers, the fee is fixed or determinable based on the completion of
stated terms and conditions, and collection of any related receivable is
probable.  The Company had no revenues for the three months ended
March 31, 2008.
   8
 BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF MARCH 31,
2008
   (G) Financial
Instruments
 
 The
Company’s financial instruments consist of cash 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) 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 March 31, 2008.
 
 (I) 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.
 
   9
 BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF MARCH 31,
2008
 
 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 did not have a material effect on the Company's
financial statements.
 
 In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB No. 51” (“ SFAS 160” ). SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. An
ownership interest in subsidiaries held by parties other than the parent should
be presented in the consolidated statement of financial position within equity,
but separate from the parent’s equity. SFAS 160 requires that changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary should be accounted for similarly as equity
transactions. When a subsidiary is deconsolidated, any retained noncontrolling
equity investment in the former subsidiary should be initially measured at fair
value, with any gain or loss recognized in earnings. SFAS 160 requires
consolidated net income to be reported at amounts that include the amounts
attributable to both the parent and the noncontrolling interest. It also
requires disclosure, on the face of the consolidated income statement, of the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interests. SFAS 160 is effective for fiscal years (including
interim periods within those fiscal years) beginning on or after December 15,
2008 (October 1, 2009 for the Company). Earlier adoption is prohibited. The
statement shall be applied prospectively as of the beginning of the fiscal year
in which it is initially applied, except for the presentation and disclosure
requirement which shall be applied retrospectively for all periods presented.
The Company is currently evaluating the impact SFAS 160 will have on its
consolidated financial statements.
  NOTE
2                   RELATED PARTY
TRANSACTIONS
 
 The
Company has entered into a management services agreement with Apogee Holdings
Inc. (“Apogee”), a related party due to common ownership, 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
proforma 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.
    10
 BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF MARCH 31,
2008
   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.  For the three months ended March 31, 2008, the Company has paid
$63,000 under the management agreement. For the period January 16, 2007
(inception) to March 31, 2008, the Company paid $ 167,500 under the management
agreement.
  NOTE
      3
                LINES OF
      CREDIT
 
 In
January 2007, Signature Bank approved a $100,000 line of credit for the
Company.  In November 2007 the line of credit was increased to
$200,000.  The line bears interest at a rate of 1% above the Wall
Street Journal prime rate (8.25% as of March 31, 2008) 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.  The CEO, Paul Patrizio, has also personally guaranteed
repayment of the line.  As of March 31, 2008 there is $201,049
outstanding under the line (including accrued interest).
  NOTE
      4
                COMMITMENTS AND
      CONTINGENCIES
 
 (A) Management Service
Agreement
 
 The
Company has entered into a management services agreement with Apogee Holdings
Inc. (“Apogee”), a related party due to common ownership, that became effective
March 1, 2007 (see Note 2).
 
  11
  BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF MARCH 31,
2008
  
 NOTE
      5
                GOING
      CONCERN
  As
reflected in the accompanying financial statements, the Company is in the
development stage, has an accumulated deficit from inception of $386,463,
negative working capital of $298,540 at March 31, 2008, and has a negative cash
flow from operations of $194,934 from inception through March 31,
2008.  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 may provide the opportunity for the Company to
continue as a going concern.
  NOTE
6                SUBSEQUENT EVENT
 On April
30, 2008, the board of directors and the holders of the majority of the Class B
Common Stock of the Company approved a 1-10 reverse split of the Company’s
issued and outstanding Class A and Class B Common Stock.  The reverse
split will not be effective until twenty (20) days after the Company has filed a
Definitive 14c information statement with the SEC.
   12
   ITEM
2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
 
 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.
  Separation from Bedminster
National
  During
August 2007, we were spun-off from our former 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:
  Second
Quarter 2008
 
 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.
  Third
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.
  Fourth 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.
  FirstQuarter 2009
  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 5 to the Financial
Statements which accompany this Information Statement, the Company’s
accumulated deficit from inception of $386,463, negative working capital of
$298,540 and negative cash flow from operations of $194,934 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.
  13
   
 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 March 31, 2008
 
 Revenues
 
 We had no
revenues from inception through March 31, 2008.
  Operating
Expenses
 
 Total
operating expenses from inception through March  31, 2008 were
$379,152, consisting of $362,858 for professional fees and $16,294 for general
and administrative expenses. The cost and expenses from inception through March
31, 2008 were attributable primarily to professional fees incurred in connection
with our formation and management fees and management fees as set forth
below.
  Net
Loss
 
 Our net
loss from inception through March 31, 2008 was $386,463.
 The
Company has entered into a management services agreement with Apogee Holdings
Inc (a company controlled by our President and majority stockholder of our
former 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 proforma 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 became 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.  For the three months ended March 31, 2008, the Company has paid
$63,000 under the management agreement. For the period January 16, 2007
(inception) to March 31, 2008, the Company paid $ 167,500 under the management
agreement.
  Liquidity and Capital
Resources
  As of
March 31, 2008 we had $9,488 in cash. In January 2007, Signature Bank approved a
$100,000 line of credit for the Company which was increased to $200,000 in
November 2007. The line provides an interest rate of 1% above the prime rate
(8.25% as of March 31, 2008) on all outstanding amounts and requires monthly
payments of 1/36 of all principal amounts outstanding under the line plus
interest.  The principal officer has guaranteed the line and there is
$201,049 outstanding under the line as of March 31, 2008.
 We
believe we can not currently satisfy our cash requirements over 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.
  Subsequent
Event
 
 On April
30, 2008, the board of directors and the holders of the majority of the Class B
Common Stock of the Company approved a 1-10 reverse split of the Company’s
issued and outstanding Class A and Class B Common Stock.  The reverse
split will not be effective until twenty (20) days after the Company has filed a
Definitive 14c information statement with the SEC.
   14
 
 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:
  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 did not 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 did not  have a material effect on the
Company's financial statements.
 
 In
December 2007, the FASB issued SFAS No. 160, “ Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB No. 51”
(“ SFAS 160” ).
SFAS 160 amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. An ownership interest in subsidiaries held by parties other than the
parent should be presented in the consolidated statement of financial position
within equity, but separate from the parent’s equity. SFAS 160 requires that
changes in a parent’s ownership interest while the parent retains its
controlling financial interest in its subsidiary should be accounted for
similarly as equity transactions. When a subsidiary is deconsolidated, any
retained noncontrolling equity investment in the former subsidiary should be
initially measured at fair value, with any gain or loss recognized in earnings.
SFAS 160 requires consolidated net income to be reported at amounts that include
the amounts attributable to both the parent and the noncontrolling interest. It
also requires disclosure, on the face of the consolidated income statement, of
the amounts of consolidated net income attributable to the parent and to the
noncontrolling interests. SFAS 160 is effective for fiscal years (including
interim periods within those fiscal years) beginning on or after December 15,
2008 (October 1, 2009 for the Company).
   15
   Earlier
adoption is prohibited. The statement shall be applied prospectively as of the
beginning of the fiscal year in which it is initially applied, except for the
presentation and disclosure requirement which shall be applied retrospectively
for all periods presented. The Company is currently evaluating the impact SFAS
160 will have on its consolidated 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.    Quantitative and Qualitative Disclosures about Market
Risks
 
 We
conduct our business in United States dollars. Our market risk is limited to the
United States domestic, economic and regulatory factors.
 
 Item
4T. Controls and Procedures
  Evaluation of Disclosure
Controls and Procedures
 
 Pursuant
to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
the Company carried out an evaluation, with the participation of the Company’s
management, including the Company’s Chief Executive Officer (“CEO”) and Chief
Accounting Officer (“CAO”) (the Company’s principal financial and accounting
officer), of the effectiveness of the Company’s disclosure controls and
procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the
end of the period covered by this report. Based upon that evaluation, the
Company’s CEO and CAO concluded that the Company’s disclosure controls and
procedures are effective to ensure that information required to be disclosed by
the Company in the reports that the Company files or submits under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules and forms, and that such information is accumulated
and communicated to the Company’s management, including the Company’s CEO and
CAO, as appropriate, to allow timely decisions regarding required
disclosure.
 
 Management’s Report on
Internal Controls over Financial Reporting
 
 There
were no changes in internal control over financial reporting that occurred
during the fiscal period covered by this report that have materially affected,
or are reasonably likely to materially affect, the Company’s internal control
over financial reporting.
   16
  
 PART
II - OTHER INFORMATION
  Item
1. Legal Proceedings.
  Currently
we are not aware of any litigation pending or threatened by or against the
Company.
  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.
  None.
  Item
5. Other Information.
  None
  Item
6. Exhibits and Reports of Form 8-K.
  (a)           Exhibits
  31.1
Certifications pursuant to Section 302 of Sarbanes Oxley Act of
2002
  32.1
Certifications pursuant to Section 906 of Sarbanes Oxley Act of
2002
  (b)           Reports
of Form 8-K
  On
January 8, 2008, we filed a Form 8-K with the SEC for the change in
auditor.
  
  17
   SIGNATURES
  Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 
 Bedminster
      Capital CorpDate:
      May 12, 2008
                By:
                /s/
      Paul PatrizioPaul
      PatrizioPresident,
      Chief Executive Officer, Chief Financial
Officer
 18