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 September 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
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 as of November 10, 2008: 931,590 shares of Class A Common Stock and
215,400 shares of Class B Common Stock.


















BEDMINSTER
CAPITAL CORP.








Table
of Contents





INDEX




PART I
      FINANCIAL INFORMATIONItem 1.
            
            Financial
      Statements
            1Balance
      Sheets at September  30, 2008 (unaudited) and December 31,
      2007
            1Statements
      of Operations (unaudited) for the three and nine months ended September
      30, 2008 and 2007
            2Statements
      of Cash Flows (unaudited) for the nine months ended September 30,
      2008 and 2007
            3Notes
      to Financial Statements (unaudited)
            4Item 2.
            
            Management
      Discussion and Analysis of Financial Condition and Results of
      Operations.
            9Forward
      Looking StatementsItem 3.
            
            Quantitative
      and Qualitative Disclosures About Market Risk.
            13Item 4T.
            
            Controls
      and Procedures.
            13PART II
      OTHER INFORMATIONItem 1.
            
            Legal
      Proceedings.
            14Item 2.
            
            Unregistered
      Sales of Equity Securities and Use of Proceeds.
            14Item 3.
            
            Defaults
      Upon Senior Securities.
            14Item 4.
            
            Submission
      of Matters to a Vote of Security Holders.
            14Item 5.
            
            Other
      Information.
            14Item 6.
            
            Exhibits.
            14Signatures.
            15















Item
1. Financial Information




BEDMINSTER
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSSeptember
      30,
              
              
              December
      30,2008
              
              
              2007(unaudited)
              
              
              (audited)ASSETSCURRENT
      ASSETSCash
              
              $
              9,334
              
              
              $
              23Total
      Current Assets
              
              
              9,334
              
              
              
              23OTHER
      ASSETSDeposits
              
              
              450
              
              
              
              450Total
      Other Assets
              
              
              450
              
              
              
              450TOTAL
      ASSETS
              
              $
              9,784
              
              
              $
              473LIABILITIES
      AND STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESLines
      of credit
              
              $
              211,428
              
              
              $
              112,652Accounts
      payable and accrued expenses
              
              
              249,907
              
              
              
              81,439Note
      payable - related party
              
              
              5,000
              
              
              
              -Total
      Current Liabilities
              
              
              466,335
              
              
              
              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,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
              
              
              186,761
              
              
              
              88,261Deficit
      accumulated during development stage
              
              
              (643,424
              )
              
              
              (281,991
              )Total
      Stockholders’ Deficit
              
              
              (456,551
              )
              
              
              (193,618
              )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
              
              $
              9,784
              
              
              $
              473
  The
accompanying notes to financial statements are an integral part of these
statements.
  -1-
  BEDMINSTER
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF OPERATIONS (UNAUDITED)Period
                  from
                
                
                
                
                
                
                
                
                Cumulative
      fromJanuary
      16,
                
                
                
                
                
                
                
                
                January
      16,Nine
      Months
                  Ended
                
                
                2007
                  (Inception)
      to
                
                
                Three
      Months Ended
                
                
                2007
                  (Inception)
      toSeptember
      30,
                  2008
                
                
                September
      30,
                  2007
                
                
                September
      30,
                  2008
                
                
                September
      30,
                  2007
                
                
                September
      30,
                  2008REVENUES
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -OPERATING
      EXPENSESProfessional
      fees
                
                
                341,973
                
                
                
                162,800
                
                
                
                161,879
                
                
                
                67,150
                
                
                
                606,955General
      and administrative
                
                
                9,565
                
                
                
                6,236
                
                
                
                3,532
                
                
                
                3,871
                
                
                
                22,186Total
      Operating Expenses
                
                
                351,538
                
                
                
                169,036
                
                
                
                165,411
                
                
                
                71,021
                
                
                
                629,141LOSS
      FROM OPERATIONS
                
                
                (351,538
                )
                
                
                (169,036
                )
                
                
                (165,411
                )
                
                
                (71,021
                )
                
                
                (629,141
                )OTHER
      EXPENSEInterest
      expense
                
                
                (9,895
                )
                
                
                (2,351
                )
                
                
                (3,947
                )
                
                
                (1,512
                )
                
                
                (14,283
                )Total
      Other Expense
                
                
                (9,895
                )
                
                
                (2,351
                )
                
                
                (3,947
                )
                
                
                (1,512
                )
                
                
                (14,283
                )NET
      LOSS
                
                $
                (361,433
                )
                
                $
                (171,387
                )
                
                $
                (169,358
                )
                
                $
                (72,533
                )
                
                $
                (643,424
                )Net
      loss per share - basic and diluted
                
                $
                (0.33
                )
                
                $
                (0.16
                )
                
                $
                (0.15
                )
                
                $
                (0.07
                )Weighted
      average number of shares outstandingduring
      the period - basic and diluted
                
                
                1,110,990
                
                
                
                1,090,990
                
                
                
                1,110,990
                
                
                
                1,090,990
  The
accompanying notes to financial statements are an integral part of these
statements.
  -2-
  BEDMINSTER
      CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)STATEMENTS
      OF CASH FLOWS (UNAUDITED)Period
                  from
                
                
                Cumulative
      fromJanuary
      16,
                
                
                January
      16,Nine
      Months
                  Ended
                
                
                2007
                  (Inception)
      to
                
                
                2007
                  (Inception)
      toSeptember
      30,
                  2008
                
                
                September
      30,
                  2007
                
                
                September
      30,
                  2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (361,433
                )
                
                $
                (171,387
                )
                
                $
                (643,424
                )Adjustments
      to reconcile net loss to net cash used inoperating
      activities:Common
      stock issued for service
                
                
                -
                
                
                
                -
                
                
                
                20,000Services
      contributed
                
                
                98,500
                
                
                
                65,000
                
                
                
                163,500Changes
      in operating assets and liabilities:Increase
      in accounts payable and accrued expenses
                
                
                168,468
                
                
                
                26,366
                
                
                
                249,907Increase
      in deposits
                
                
                -
                
                
                
                (450
                )
                
                
                (450
                )Net
      Cash Used In Operating Activities
                
                
                (94,465
                )
                
                
                (80,471
                )
                
                
                (210,467
                )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
                
                
                -
                
                
                
                3,373
                
                
                
                3,373Proceeds
      from issuance of note payable - related party
                
                
                5,000
                
                
                
                -
                
                
                
                5,000Net
      proceeds from lines of credit
                
                
                98,776
                
                
                
                79,429
                
                
                
                211,428Net
      Cash Provided By Financing Activities
                
                
                103,776
                
                
                
                82,802
                
                
                
                219,801NET
      INCREASE IN CASH
                
                
                9,311
                
                
                
                2,331
                
                
                
                9,334CASH  AT
      BEGINNING OF PERIOD
                
                
                23
                
                
                
                -
                
                
                
                -CASH  AT
      END OF PERIOD
                
                $
                9,334
                
                
                $
                2,331
                
                
                $
                9,334Supplementary
      disclosure of cash flow informationCash
      paid for interest
                
                $
                9,895
                
                
                $
                2,351
                
                
                $
                14,283
  The
accompanying notes to financial statements are an integral part of these
statements.
  -3-




BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF SEPTEMBER 30, 2008
   NOTE
1SUMMARY
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
September 30, 2008 and the results of its operations and cash flows for the
three and nine month period ended September 30, 2008.  Results for the
nine months ended September 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.  We are in the business of managing and owning real
estate.  The Company was a wholly owned subsidiary of Bedminster
National Corp. 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.
  (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 September 30, 2008, deferred tax
assets amounted to approximately $260,000 which related to net operating loss
carryforwards.
  -4-
  BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF SEPTEMBER 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.  The Company
recorded a full valuation allowance to reflect the estimated amount of deferred
tax assets which are currently not realizable.
 (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 nine months
ended September 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 September 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.
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.
 
  -5-
  BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF SEPTEMBER 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 had 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 was to end on December 31,
2017 and called for an annual fee of $240,000 (which amount was to 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 thereafter increased by an
additional $2,000 for each proforma revenue increase of $5,000,000), which
management fee shall increase by no less than 5% annually.  On June
30, 2008, the Company and Apogee mutually agreed to terminate the management
services.
  For the
nine months ended September 30, 2008, the Company has paid $60,000 under the
Apogee management agreement and $98,500 has been waived by Apogee. This $98,500
was recorded as an increase to additional paid in capital.  For the
period January 16, 2007 (inception) to September 30, 2008, the Company has paid
$162,500 under the management agreement and since inception a total of $163,500
in fees has been waived by Apogee.
 
 On July
1, 2008, the Company entered into an advisory agreement with Theseus Asset
Management Company LLC (“Advisor”), a related party due to common
ownership.  The duties of the Advisor include, among other things,
locating, investigating, evaluating, and recommending real estate and mortgage
loan investment and sales opportunities, as well as financing and refinancing
sources.  The Advisor also serves as consultant in connection with the
Company’s business plan and investment policy decisions made by the
Board.
 
 The
Advisory Agreement provides for the advisor to receive monthly base compensation
at the higher of $35,000 or 0.16666% per month (2.0% on an annualized
basis) of the Company’s Average Invested Assets.  In addition to base
compensation, the Advisor receives an incentive fee equal to 20.0% of net income
for the year in excess of an initial 10.0% return.  In addition, the
Company agreed to issue 3,000,000 Class A Common Shares to the
Advisor.  The shares are to be issued as soon as reasonably possible
after the effective date of the 1-for-10 reverse stock split (see Note 5) and
cannot be sold until June 30, 2011.  As of September 30, 2008, the
Company has not issued these shares.  The Company has valued the
shares at $0.01 per share and has accrued $30,000 in professional fees during
the third quarter of 2008 for this transaction.
   -6-
 BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF SEPTEMBER 30, 2008
   The
Advisory Agreement further provides that the Advisor shall bear the cost of
certain expenses of its employees, excluding fees paid to the Company’s
Directors or financial personnel; rent and other office expenses of both the
Advisor and the Company (unless the Company maintains office space separate from
that of the Advisor); costs not directly identifiable to the Company’s assets,
liabilities, operations, business or financial affairs; and miscellaneous
administrative expenses relating to the performance by the Advisor of its duties
under the Advisory Agreement.
 
 For the
nine months ended September 30, 2008, the Company has incurred fees of $105,000
under the Advisory Agreement and is included in professional fees.  No
amounts for fees have been paid during the nine months ended September 30,
2008.  At September 30, 2008, $105,000 has been accrued for these fees
and is included in accounts payable and accrued expenses.
 
 For the
period January 16, 2007 (inception) to September 30, 2008, the Company has
incurred fees of $105,000 under the Advisory Agreement and is included in
professional fees.  No amounts for fees have been paid during the
period January 16, 2007 (inception) to September 30, 2008.
 At
September 30, 2008, the Company had a $5,000 note payable due to Bedminster
National Corp (“BNC”) used for operating expenses.  There is 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 (6% as of September 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.  The CEO, Paul Patrizio, has also personally guaranteed
repayment of the line.  As of September 30, 2008 there is $200,950
outstanding under the line (including accrued interest).
 
 In June
2008, PNC Bank extended to the Company a credit line of $10,000.  As
of September 30, 2008, the line bears an interest rate of 15% on all outstanding
balances.  As of September 30, 2008 there is $10,478 outstanding under
the line (including accrued interest).
 
 NOTE 4   GOING
CONCERN
  As
reflected in the accompanying financial statements, the Company is in the
development stage, has a deficit accumulated during the development stage of
$643,424, negative working capital of $457,001 at September 30, 2008, and has a
negative cash flow from operations of $210,467 from inception through September
30, 2008.  These factors 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
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.
 
 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.
  To
successfully grow the individual segments of the business, the Company must
raise additional capital through a combination of public or private equity or
debt offerings or strategic alliances. The Company’s future success is dependent
upon raising additional money to provide for the necessary operations of the
company.
 
 If the
Company is unable to obtain such additional financing, there would be a material
adverse effect on the business, financial position, and results of operations.
The Company’s continuation as a going concern is dependent on it’s ability to
generate sufficient capital to meet its obligations on a timely basis, and to
implement and grow the business. However, no assurance can be given that
additional capital, if needed, will be available when required or upon terms
acceptable to the Company.
  -7-
   BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS
OF SEPTEMBER 30, 2008
  
 NOTE 5    STOCKHOLDERS’
DEFICIT
 
 A
one-for-ten reverse stock split was effected during April 2008.  The
Company retained the current par value of $0.0001 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.
 
 NOTE 6    SUBSEQUENT
EVENT
 
 The
Company issued 36,000 Class A Common Shares under the consulting agreement for
services rendered in the fourth quarter of 2008.


-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 and owning real estate.
Following the distribution, we are an independent public company and Bedminster
National no longer maintains any stock ownership in us.




Plan of
Operations





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




Fourth
Quarter 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.




First
Quarter 2009




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.






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Second
Quarter 2009




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.




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 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 accompanying financial statements, the Company is in the
development stage, has an accumulated deficit during the development stage of
$643,424, negative working capital of $457,001 at September 30, 2008, and
has a negative cash flow from operations of $210,467 from inception through
September 30, 2008.  These factors 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 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.




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.






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If we are
unable to obtain such additional financing, there would be a material adverse
effect on our business, financial position, and results of operations. Our
continuation as a going concern is dependent on our ability to generate
sufficient capital to meet our obligations on a timely basis, and to implement
and grow our business. However, no assurance can be given that additional
capital, if needed, will be available when required or upon terms acceptable to
us




Results of
Operations




From
Inception, January 16, 2007, through September 30, 2008





Revenues





We had no
revenues from inception through September 30, 2008.




Operating
Expenses




Total
operating expenses from inception through September 30, 2008 were $629,141,
consisting of $606,955 for professional fees and $22,186for general and
administrative expenses. The cost and expenses from inception through September
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 September 30, 2008 was $643,424.




Liquidity and Capital
Resources




As of
September 30, 2008 we had $ 9,334 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 (6 % as
of September 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.  The CEO, Paul Patrizio, has
also personally guaranteed repayment of the line.  As of September 30,
2008 there is $200,950outstanding
under the line (including accrued interest).




In June
2008, PNC Bank extended to the Company a credit line of $10,000.  As
of September 30, 2008, the line bears an interest rate of 15% on all outstanding
balances.  As of September 30, 2008 there is $10,478 outstanding under
the line (including accrued interest).




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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.




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.






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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.




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.









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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




The
Company granted Theseus 3,000,000 Class A Shares to be issued
shortly.  In addition, the Company granted 36,000 Class A Shares for
services rendered.




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.






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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:
      November 13, 2008
            By:
            /s/
      Paul PatrizioPaul
      PatrizioPresident,
      Chief Executive Officer, Chief Financial
Officer











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