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 June 30, 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
FINANCIAL CORP.
 (Exact
name of registrant as specified in Charter
  NEVADA
              
              000-52666
              
              20-8285559(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  No o
  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 £
  State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of  June 30, 2008: 895,590 shares of Class A Common Stock and
215,400 shares of Class B Common Stock.
  
  BEDMINSTER
FINANCIAL CORP
 
 FORM
10-Q
  June
30, 2008
   Table
of Contents
 
 INDEX
  PART I
      FINANCIAL INFORMATIONItem 1.
              
              Financial
      Statements
              
              1Balance
      Sheets at June 30, 2008 (unaudited) and December 31,
      2007
              
              2Statements
      of Operations (unaudited) for the three months and six months ended June
      30, 2008 and 2007
              
              3Statements
      of Cash Flows  (unaudited) for the six months ended June 30,
      2008 and 2007
              
              4Notes
      to Financial Statements (unaudited)
              
              5Item 2.
              
              Management
      Discussion and Analysis of Financial Condition and Results of
      Operations.
              
              9Item 3.
              
              Quantitative
      and Qualitative Disclosures About Market Risk.
              
              12Item 4T.
              
              Controls
      and Procedures.
              
              12PART II
      OTHER INFORMATIONItem 1.
              
              Legal
      Proceedings.
              
              13Item 2.
              
              Unregistered
      Sales of Equity Securities and Use of Proceeds.
              
              13Item 3.
              
              Defaults
      Upon Senior Securities.
              
              133Item 4.
              
              Submission
      of Matters to a Vote of Security Holders.
              
              13Item 5.
              
              Other
      Information.
              
              13Item 6.
              
              Exhibits.
              
              13Signatures.
 
   
   Item
1. Financial Information
   
  BEDMINSTER
FINANCIAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 FINANCIAL
STATEMENTS
 AS
OF JUNE 30, 2008






1




BEDMINSTER FINANCIAL CORP.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSJune
      30,
                2008
              
              
              December
      31,
                2007(unaudited)
              
              
              (audited)ASSETSCURRENT
      ASSETSCash
              
              $
              10,524
              
              
              $
              25Total
      Current Assets
              
              
              10,524
              
              
              
              25OTHER
      ASSETSDeposits
              
              
              450
              
              
              
              450Total
      Other Assets
              
              
              450
              
              
              
              450TOTAL
      ASSETS
              
              $
              10,974
              
              
              $
              475LIABILITIES AND
      STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESLine
      of credit
              
              $
              197,926
              
              
              $
              113,127Accounts
      payable and accrued expenses
              
              
              198,080
              
              
              
              87,108Notes
      payable - related party
              
              
              5,000
              
              
              
              -Total
      Current Liabilities
              
              
              401,006
              
              
              
              200,235STOCKHOLDERS’
      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, 895,590
      shares issued and outstanding
              
              
              90
              
              
              
              90Common
      stock – Class B, $0.0001 par value, 3,000,000 shares authorized, 215,400
      shares issued and outstanding
              
              
              22
              
              
              
              22Additional
      paid in capital
              
              
              88,261
              
              
              
              88,261Deficit accumulated during development stage
              
              
              (478,405
              )
              
              
              (288,133
              )Total
      Stockholders’ Deficit
              
              
              (390,032
              )
              
              
              (199,760
              )TOTAL LIABILITIES AND
      STOCKHOLDERS’ DEFICIT
              
              $
              10,974
              
              
              $
              475




The
accompanying notes to the financial statements are an integral part of these
statements.


2




BEDMINSTER
      FINANCIAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS OF
      OPERATIONS (UNAUDITED)Six
      Months Ended
              
              
              Period
      from
                January
      16, 2007
                (Inception)
      to
              
              
              Three
      Months Ended
              
              
              Cumulative
      from
                January
      16, 2007
                (Inception)
      toJune
      30, 2008
              
              
              June
      30, 2007
              
              
              June
      30, 2008
              
              
              June
      30, 2007
              
              
              June
      30, 2008REVENUES
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -OPERATING
      EXPENSESProfessional
      fees
              
              
              177,661
              
              
              
              102,772
              
              
              
              80,900
              
              
              
              89,594
              
              
              
              449,096General
      and administrative
              
              
              6,673
              
              
              
              2,468
              
              
              
              3,160
              
              
              
              1,516
              
              
              
              18,985Total
      Operating Expenses
              
              
              184,334
              
              
              
              105,240
              
              
              
              84,060
              
              
              
              91,110
              
              
              
              468,081LOSS
      FROM OPERATIONS
              
              
              (184,334
              )
              
              
              (105,240
              )
              
              
              (84,060
              )
              
              
              (91,110
              )
              
              
              (468,081
              )OTHER
      EXPENSEInterest
      expense
              
              
              (5,938
              )
              
              
              (839
              )
              
              
              (3,023
              )
              
              
              (749
              )
              
              
              (10,324
              )Total
      Other Expense
              
              
              (5,938
              )
              
              
              (839
              )
              
              
              (3,023
              )
              
              
              (749
              )
              
              
              (10,324
              )NET
      LOSS
              
              $
              (190,272
              )
              
              $
              (106,079
              )
              
              $
              (87,083
              )
              
              $
              (91,859
              )
              
              $
              (478,405
              )Net
      loss per share - basic and diluted
              
              $
              (0.17
              )
              
              $
              (0.13
              )
              
              $
              (0.08
              )
              
              $
              (0.11
              )Weighted
      average number of shares
                outstanding
      - basic and diluted
              
              
              1,110,990
              
              
              
              837,400
              
              
              
              1,110,990
              
              
              
              837,400


The
accompanying notes to the financial statements are an integral part of these
statements.




3




BEDMINSTER
      FINANCIAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS OF CASH
      FLOWS (UNAUDITED)Six
      Months Ended
                June
      30, 2008
              
              
              Period
      from
                January
      16, 2007
                (Inception)
      to
                June
      30, 2007
              
              
              Cumulative
      from
                January
      16, 2007
                (Inception)
      to
                June
      30, 2008CASH
      FLOWS FROM OPERATING ACTIVITIES:Net
      loss
              $
              (190,272
              )
              $
              (106,079
              )
              
              $
              (478,405
              )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Common
      stock issued for service
              
              -
              
              
              20,000
              
              
              
              65,000Services
      contributed
              
              -
              
              
              20,000
              
              
              
              20,000Changes
      in operating assets and liabilities:Increase
      in accounts payable and accrued expenses
              
              110,972
              
              
              23,487
              
              
              
              198,080Increase
      in deposits
              
              -
              
              
              (450
              )
              
              
              (450
              )Net
      Cash Used In Operating Activities
              
              (79,300
              )
              
              (43,042
              )
              
              
              (195,775
              )CASH
      FLOWS FROM FINANCING ACTIVITIES:Proceeds
      from issuance of common stock
              
              -
              
              
              837
              
              
              
              3,373Proceeds
      from issuance of notes payable - related party
              
              5,000
              
              
              -
              
              
              
              5,000Proceeds
      from lines of credit
              
              84,799
              
              
              42,701
              
              
              
              197,926Net
      Cash Provided By Financing Activities
              
              89,799
              
              
              43,538
              
              
              
              206,299NET
      INCREASE IN CASH
              
              10,499
              
              
              496
              
              
              
              10,524CASH  AT
      BEGINNING OF PERIOD
              
              25
              
              
              -
              
              
              
              -CASH  AT
      END OF PERIOD
              $
              10,524
              
              $
              496
              
              
              $
              10,524Supplementary
      disclosure of cash flow information:Cash
      paid for interest
              $
              5,937
              
              $
              839
              
              
              $
              10,324




The
accompanying notes to the financial statements are an integral part of these
statements.




4




BEDMINSTER
FINANCIAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF JUNE 30,
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 Financial Corp. (a development 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
June 30, 2008 and the results of its operations and cash flows for the three and
six month period ended June 30, 2008.  Results for the six months
ended June 30, 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 the 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.
  (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 June 30, 2008, deferred tax assets
amounted to approximately $187,000 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.
   5
 BEDMINSTER
FINANCIAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 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 quarter and six
monthsended June 30, 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 June 30, 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 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.
The adoption of this statement did not have a material effect on the Company's
financial statements.
   6
 BEDMINSTER
FINANCIAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
 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 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. For the
six months ended June 30, 2008, the Company has included in professional fees
$126,000 under the management agreement and $0 has been waived by Apogee. For
the period January 16, 2007 (inception) to June 30, 2008, the Company has
incurred fees of $230,500 under the management agreement and no fees
were waived by Apogee during the second quarter of 2008.
 
 At June
30, 2008, the Company had a $5,000 note payable due to Bedminster National Corp
used for operating expenses. (“BNC”).  There are no definite repayment
terms associated with the note.  BNC is the former parent of the
Company (see Note 1).
  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 (5% as of June 30, 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 has also guaranteed
repayment of the line.  The CEO, Paul Patrizio, has also personally
guaranteed repayment of the line.  As of June 30, 2008, there is
$197,926 outstanding under the line (including accrued interest).
   7
 BEDMINSTER
FINANCIAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
   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).
 
 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 $478,405,
negative working capital of $390,482, and has a negative cash flow from
operations of $195,775 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. 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.  The financial statements do not include any adjustments that
might be necessary if the Company is unable to continue as a going
concern.
 
 NOTE
6    STOCKHOLDERS’
DEFICIT
 
 A
one-for-ten reverse stock split was effected during April 2008.  The
Company retained the current par value of $.0001 per share for all shares or its
Class A and Class B common stock.  All references in the financial
statements to the number of shares outstanding and per share amounts have been
restated to reflect the effect of the reverse stock split for all periods
presented.  Stockholders’ deficit reflects the reverse stock split by
reclassifying from “Common stock” to “additional paid in capital” an amount
equal to the par value of the reduced shares arising from the reverse
split.
  8




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 investment assets.
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:
 
 Third
Quarter 2008
  We will
attempt to raise $200,000 in debt financing for initial 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.
The proceeds of the note offering would be used solely for beginning the process
of funding our business and commence receiving any regulatory
approvals.
  Fourth
Quarter 2008
  During
this quarter, we may seek investment partners in order to raise the necessary
funds to further develop our business. Such partners include banks, investment
funds and broker-dealers, and management intends to utilize its significant
contacts among these entities to facilitate such a relationship. The funding
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 any potential investment partner.
  First
Quarter 2009
  If we
have the necessary approvals, we will seek out opportunities to provide
investment and trust services and intend to enhance our capabilities by adding
personnel or entering into joint ventures with other financial service firms. We
intend to raise an additional $500,000 through debt or equity financing to
support our efforts to hire additional staff during this period.
 
 Second
Quarter 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 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 accompanying financial statements, the Company is in the
development stage, has an accumulated deficit from inception of $478,405,
negative working capital of $390,482, and has a negative cash flow from
operations of $195,775 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 may provide the opportunity for the Company to
continue as a going concern
 
 
 9
  Results of
Operations
  From
Inception, January 16, 2007, through June 30, 2008
 
 Revenues
 
 We had no
revenues from inception through June 30, 2008.
  Operating
Expenses
  Total operating expenses from inception
through June 30, 2008 were $468,081consisting of $449,096for professional fees and $18,985 for
general and administrative expenses. The cost and expenses from inception
through June 30, 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 June 30, 2008 was $478,405.
  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 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. For the
six months ended June 30, 2008, the Company has included in professional fees
$126,000 under the management agreement and $0 has been waived by Apogee. For
the period January 16, 2007 (inception) to June 30, 2008, the Company has
incurred fees of $230,500 under the management agreement and no fees were waived
by Apogee during the second quarter of 2008.
  At June
30, 2008, the Company had a $5,000 note payable due to Bedminster National Corp.
(“BNC”).  BNC is the former parent of the Company (see Note
1).
  Liquidity
and Capital Resources
  As of
June 30, 2008 we had $$10,524 in cash. 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 (5% as of June 30, 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 has also guaranteed
repayment of the line.  The CEO, Paul Patrizio, has also personally
guaranteed repayment of the line.  As of June 30, 2008, there is
$197,926 outstanding under the line (including accrued interest).
  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.
  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-for-10 reverse split of the Company’s
issued and outstanding Class A and Class B Common Stock. The reverse split
was effective on July 2, 2008. All share amounts have been updated in these
financial statements to reflect the 1-for-10 reverse split.
  Critical Accounting
Policies
  Our
significant accounting policies are summarized in Note 1 of our financial
statements.
   10
  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). 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.
   11
  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.
  
 12
  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
  None.
 
  13
 
  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 Financial
      CorpDate:
      August 4, 2008
              By:
              /s/ Paul PatrizioPaul
      PatrizioPresident,
      Chief Executive Officer, Chief Financial
Officer
 
  14