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
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 June 30, 2008: 895,590 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 June 30, 2008 (unaudited) and December 31, 2007
                
                2Statements
      of Operations (unaudited) for the three 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.
                
                9Forward
      Looking StatementsItem 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.
                
                13Item 4.
                
                Submission
      of Matters to a Vote of Security Holders.
                
                13Item 5.
                
                Other
      Information.
                
                13Item 6.
                
                Exhibits.
                
                13Signatures.
                
                14
 
  
  
   Item
1. Financial Information
    BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 FINANCIAL
STATEMENTS
 As
ofJune 30, 2008
 1


BEDMINSTER CAPITAL CORP.(A
      DEVELOPMENT STAGE COMPANY)BALANCE
      SHEETSJune
      30,
                2008
              
              
              December
      31,
                2007(unaudited)
              
              
              (audited)ASSETSCURRENT
      ASSETSCash
              
              $
              10,156
              
              
              $
              23Total
      Current Assets
              
              
              10,156
              
              
              
              23OTHER
      ASSETSDeposits
              
              
              450
              
              
              
              450Total
      Other Assets
              
              
              450
              
              
              
              450TOTAL
      ASSETS
              
              $
              10,606
              
              
              $
              473LIABILITIES AND
      STOCKHOLDERS’ DEFICITCURRENT
      LIABILITIESLine
      of credit
              
              $
              197,420
              
              
              $
              112,652Accounts
      payable and accrued expenses
              
              
              95,379
              
              
              
              81,439Notes
      Payable - Related Party
              
              
              5,000
              
              
              
              -Total
      Current Liabilities
              
              
              297,799
              
              
              
              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
              
              
              (474,066
              )
              
              
              (281,991
              )Total
      Stockholders’ Deficit
              
              
              (287,193
              )
              
              
              (193,618
              )TOTAL LIABILITIES AND
      STOCKHOLDERS’ DEFICIT
              
              $
              10,606
              
              
              $
              473




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




2




BEDMINSTER
      CAPITAL 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
                  
                  
                  180,094
                  
                  
                  
                  95,650
                  
                  
                  
                  82,218
                  
                  
                  
                  80,269
                  
                  
                  
                  445,075General
      and administrative
                  
                  
                  6,033
                  
                  
                  
                  2,365
                  
                  
                  
                  14,981
                  
                  
                  
                  1,413
                  
                  
                  
                  18,654Total
      Operating Expenses
                  
                  
                  186,127
                  
                  
                  
                  98,015
                  
                  
                  
                  97,199
                  
                  
                  
                  81,682
                  
                  
                  
                  463,729LOSS
      FROM OPERATIONS
                  
                  
                  (186,127
                  )
                  
                  
                  (98,015
                  )
                  
                  
                  (97,199
                  )
                  
                  
                  (81,682
                  )
                  
                  
                  (463,729
                  )OTHER
      EXPENSEInterest
      expense
                  
                  
                  (5,948
                  )
                  
                  
                  (839
                  )
                  
                  
                  (7,414
                  )
                  
                  
                  (749
                  )
                  
                  
                  (10,337
                  )Total
      Other Expense
                  
                  
                  (5,948
                  )
                  
                  
                  (839
                  )
                  
                  
                  (7,414
                  )
                  
                  
                  (749
                  )
                  
                  
                  (10,337
                  )NET
      LOSS
                  
                  $
                  (192,075
                  )
                  
                  $
                  (98,854
                  )
                  
                  $
                  (104,613
                  )
                  
                  $
                  (82,431
                  )
                  
                  $
                  (474,066
                  )Net
      loss per share - basic and diluted
                  
                  $
                  (0.17
                  )
                  
                  $
                  (0.12
                  )
                  
                  $
                  (0.09
                  )
                  
                  $
                  (0.10
                  )Weighted
      average number of shares
                    outstanding
      - basic and diluted
                  
                  
                  1,110,990
                  
                  
                  
                  837,400
                  
                  
                  
                  1,110,990
                  
                  
                  
                  837,400




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






3
 
  BEDMINSTER
      CAPITAL 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
                          
                          $
                          (192,075
                          )
                          
                          $
                          (98,854
                          )
                          
                          $
                          (474,066
                          )Adjustments
      to reconcile net loss tonet
      cash used in operating activities:Common
      stock issued for service
                          
                          
                          -
                          
                          
                          
                          -
                          
                          
                          
                          20,000Services
      contributed
                          
                          
                          -
                          
                          
                          
                          40,000
                          
                          
                          
                          65,000Changes
      in operating assets and liabilities:Increase
      in accounts payable and accrued expenses
                          
                          
                          112,440
                          
                          
                          
                          16,262
                          
                          
                          
                          193,879Increase
      in deposits
                          
                          
                          -
                          
                          
                          
                          (450
                          )
                          
                          
                          (450
                          )Net
      Cash Used In Operating Activities
                          
                          
                          (79,635
                          )
                          
                          
                          (43,042
                          )
                          
                          
                          (195,637
                          )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
                          
                          
                          84,768
                          
                          
                          
                          42,701
                          
                          
                          
                          197,420Net
      Cash Provided By Financing Activities
                          
                          
                          89,768
                          
                          
                          
                          43,538
                          
                          
                          
                          205,793NET
      INCREASE IN CASH
                          
                          
                          10,133
                          
                          
                          
                          496
                          
                          
                          
                          10,156CASH  AT
      BEGINNING OF PERIOD
                          
                          
                          23
                          
                          
                          
                          -
                          
                          
                          
                          -CASH  AT
      END OF PERIOD
                          
                          $
                          10,156
                          
                          
                          $
                          496
                          
                          
                          $
                          10,156Supplementary
      disclosure of cash flow information:Cash
      paid for interest
                          
                          $
                          5,948
                          
                          
                          $
                          839
                          
                          
                          $
                          10,337Schedule
      of non-cash investing and financing transactions:Related
      party forgave accounts payable which were recorded as an
                                increase
      to paid in capital
                          
                          
                          98,500
                          
                          
                          
                          -
                          
                          
                          
                          98,500


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




4






BEDMINSTER
CAPITAL 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 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
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. 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 June 30, 2008, deferred tax assets
amounted to approximately $185,000 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
CAPITAL 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 months
ended 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.
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.
   6
 BEDMINSTER
CAPITAL 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
proforma basis, exceed $5,000,000 and there after increase by an additional
$2,000 for each proforma revenue increase of $5,000,000), which management fee
shall increase by no less then 5% annually.
 
 In the
event of termination of services without cause, the agreement provides that the
Company shall pay the amount of the balance of the term of the agreement up to a
maximum of $250,000. Apogee will also earn an annual bonus as follows: ten
percent of the annual adjusted EBITDA based on the audited consolidated results
of the Company.  40% of such bonus shall be paid in cash and the
remaining 60% shall be paid in shares of Class A Common Stock of the Company
based on an amount equal to 120% of the annual average stock
price.  Such shares shall be restricted from sale for a period of
three years from the date that Apogee receives such bonus
shares.  Apogee will also be entitled to an additional bonus of
$100,000 in cash if and when the Company 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 paid
$60,000 under the management agreement and $98,500 has been waived by Apogee.
This $98,500 was recorded as an increase to paid in capital.  For the
period January 16, 2007 (inception) to June 30, 2008, the Company has paid
$162,500 under the management agreement and since inception a total of $163,500
in fees have been waived by Apogee.  On June 30, 2008, the Company and
Apogee mutually agreed to terminate the management services.
 
 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).
  7
 BEDMINSTER
CAPITAL CORP.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 AS OF JUNE 30,
2008
  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.  The CEO, Paul
Patrizio, has also personally guaranteed repayment of the line.  As of
June 30, 2008 there is $197,420 outstanding under the line (including accrued
interest).
 
 NOTE
4    COMMITMENTS AND
CONTINGENCIES
  On June
30, 2008, the Company entered into an advisory agreement with Theseus Asset
Management Company LLC (“Advisor”). 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 split (see Note 6) and cannot be sold until June 30,
2011.
 
 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.
 
 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 $474,066,
negative working capital of $287,643 at June 30, 2008, and has a negative cash
flow from operations of $195,637 from inception through June 30,
2008.  This raises substantial doubt about its ability to continue as
a going concern.  The ability of the Company to continue as a going
concern is dependent on the Company’s ability to raise additional capital and
implement its business plan.  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.
 NOTE
7    SUBSEQUENT
EVENT
 
 The
Company issued 3,000,000 Class A Common Shares under the new advisory agreement
with Theseus Asset Management LLC in the third quarter of 2008 (see Note
4).
 
  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:
  Third
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.
  Fourth
Quarter 2008
  During
this quarter, we will continue to review potential real estate acquisitions and
seek investment partners in order to raise the necessary funds to acquire any
real estate. Such partners include banks, investment funds and broker-dealers,
and management intends to utilize its significant contacts among these entities
to facilitate such a relationship. We have no potential investment partners or
potential acquisitions at this time nor have we entered into any discussions
with any such potential partners. The funding of the cash required to consummate
any acquisition will likely consist of a private placement of debt and/or our
equity securities possibly through the assistance of a broker-dealer. We intend
to sell only shares of Class A Common Stock or securities that are convertible
into shares of Class A Common Stock and accordingly we believe that such a
placement would not result in any change in our control. However, the
specific amount, timing and terms of any such placement will not be known
until an agreement has been executed by us and by any potential investment
partner.
  First 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 from inception of $474,066,
negative working capital of $287,643 at June 30, 2008, and has a negative cash
flow from operations of $195,637 from inception through June 30,
2008.  This raises substantial doubt about its ability to continue as
a going concern.  The ability of the Company to continue as a going
concern is dependent on the Company’s ability to raise additional capital and
implement its business plan.  The financial statements do not include
any adjustments that might be necessary if the Company is unable to continue as
a going concern.
 Management
believes that actions presently being taken to obtain additional funding and
implement its strategic plans may provide the opportunity for the Company to
continue as a going concern.
   9
   To
successfully grow the individual segments of our business, we must raise
additional capital through a combination of public or private equity or debt
offerings or strategic alliances. Our future success is dependent upon raising
additional money to provide for the necessary operations of the
company.
 
 If we are
unable to obtain such additional financing, there would be a material adverse
effect on our business, financial position, and results of operations. Our
continuation as a going concern is dependent on our ability to generate
sufficient capital to meet our obligations on a timely basis, and to implement
and grow our business. However, no assurance can be given that additional
capital, if needed, will be available when required or upon terms acceptable to
us
  Results of
Operations
  From
Inception, January 16, 2007, through June 30, 2008
 
 Revenues
 
 We had no
revenues from inception through June 30, 2008.
  Operating
Expenses
  Total
operating expenses from inception through June 30, 2008 were $463,729,
consisting of $445,075 for professional fees and $18,654 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 $474,066.
  The
Company has entered into a management services agreement with Apogee Holdings
Inc. (“Apogee”), a related party due to common ownership, that became effective
March 1, 2007.  The management agreement ends December 31, 2017 and
calls for an annual fee of $240,000 (which amount shall be increased by $5,000
when and if the Company’s revenues, based on the trailing twelve months over
proforma basis, exceed $5,000,000 and there after increase by an additional
$2,000 for each proforma revenue increase of $5,000,000), which management fee
shall increase by no less then 5% annually.
  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
$98,500 has been waived by Apogee. This $98,500 was recorded as an increase to
paid in capital.  For the period January 16, 2007 (inception) to June
30, 2008, the Company has incurred expense of $326,000 under the management
agreement and since inception a total of $163,500 in fees have been waived by
Apogee.  On June 30, 2008, the Company and Apogee mutually agreed to
terminate the management services agreement.
  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 $ 10,156  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.  The CEO, Paul Patrizio, has
also personally guaranteed repayment of the line.  As of June 30, 2008
there is $197,420 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.
  We
effectuated a one-for-ten reverse stock split during April 2008.  We
retained the current par value of $.0001 per share for all shares or our 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.
   10
 Subsequent
Event
  The
Company issued 3,000,000 Class A Common Shares under the new advisory agreement
with Theseus Asset Management LLC in the third quarter of 2008 (see Note
4).
  Critical Accounting
Policies
  Our
significant accounting policies are summarized in Note 1 of our financial
statements.
 
 We have
adopted the following accounting standards. While all of these significant
accounting policies impact our financial condition, our views of these policies
are critical. Policies determined to be critical are those policies that have
the most significant impact on our financial statements and require management
to use a greater degree of judgment and estimates. Actual results may differ
from those estimates. Our management believes that given current facts and
circumstances, it is unlikely that applying any other reasonable judgments or
estimate methodologies would cause effect on our results of operations,
financial position or liquidity for the periods presented in this
report:
  Recent Accounting
Pronouncements
  In
September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value
measurements.  SFAS 157 defines fair value, establishes a framework
for measuring fair value in generally accepted accounting principles, and
expands disclosures about fair value measurements. SFAS 157 applies under other
accounting pronouncements that require or permit fair value measurements and
does not require any new fair value measurements. The provisions of SFAS No. 157
are effective for fair value measurements made in fiscal years beginning after
November 15, 2007. The adoption of this statement did not have a material effect
on the Company's future reported financial position or results of
operations.
  In
February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No.
159, “The Fair Value Option
for Financial Assets and Financial Liabilities – Including an Amendment of FASB
Statement No. 115”.  This statement permits entities to choose
to measure many financial instruments and certain other items at fair value.
Most of the provisions of SFAS No. 159 apply only to entities that elect the
fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments
in Debt and Equity Securities” applies to all entities with
available-for-sale and trading securities. SFAS No. 159 is effective as of the
beginning of an entity’s first fiscal year that begins after November 15, 2007.
Early adoption is permitted as of the beginning of a fiscal year that begins on
or before November 15, 2007, provided the entity also elects to apply the
provision of SFAS No. 157, “Fair Value Measurements”. The
adoption of this statement did not have a material effect on the Company's
financial statements.
  In
December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB No. 51” (“SFAS 160” ). SFAS 160 amends
ARB 51 to establish accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. An
ownership interest in subsidiaries held by parties other than the parent should
be presented in the consolidated statement of financial position within equity,
but separate from the parent’s equity. SFAS 160 requires that changes in a
parent’s ownership interest while the parent retains its controlling financial
interest in its subsidiary should be accounted for similarly as equity
transactions. When a subsidiary is deconsolidated, any retained noncontrolling
equity investment in the former subsidiary should be initially measured at fair
value, with any gain or loss recognized in earnings. SFAS 160 requires
consolidated net income to be reported at amounts that include the amounts
attributable to both the parent and the noncontrolling interest. It also
requires disclosure, on the face of the consolidated income statement, of the
amounts of consolidated net income attributable to the parent and to the
noncontrolling interests. SFAS 160 is effective for fiscal years (including
interim periods within those fiscal years) beginning on or after December 15,
2008 (October 1, 2009 for the Company). 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
  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.
   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
      Capital CorpDate:
      August 4 , 2008
              By:
              /s/ Paul PatrizioPaul
      PatrizioPresident,
      Chief Executive Officer, Chief Financial
Officer
 
 14