**U.S.
      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





 ̈ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT
      OF 1934





Commission
      file number: 000-53360





**BETHESDA
      C0801, INC.**





(Exact
      name of registrant as specified in its charter)





Nevada
            26-1863101(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)





2519
      McMullen Booth Road, Suite 510-308, Clearwater, FL 33761


(Address
      of principal executive offices)





(727)
      365-0327





(Registrant's
      telephone number)







(Former
      name, former address and former


fiscal
      year, if changed since last report)





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.   x Yes  ̈ No





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, a non-accelerated filer, or a smaller reporting company.
      See
      the definitions of “large accelerated filer,” “accelerated filer” and “smaller
      reporting company” in Rule 12b-2 of the Exchange Act.





Large
                accelerated filer ̈
            Accelerated
                filer ̈Non-accelerated
                filer ̈(Do not check if a smaller reporting company)
            Smaller
                reporting companyx





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act). x Yes  ̈ No





APPLICABLE
      ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
      DURING THE PRECEDING FIVE YEARS





Indicate
      by check mark whether the registrant has filed all documents and reports
      required to be filed by Section 12, 13 or 15(d) of the Securities Exchange
      Act
      of 1934 subsequent to the distribution of securities under a plan confirmed
      by a
      court.             x Yes   ̈ No





APPLICABLE
      ONLY TO CORPORATE ISSUERS





State
      the
      number of shares outstanding of each of the issuer's classes of common equity,
      as of the latest practicable date: At November 12, 2008 there were 1,000,000
      shares of common stock outstanding.











**PART
      I — FINANCIAL INFORMATION**





Item
      1.
      Financial Statements.




**Balance
                Sheet as of September 30, 2008 (unaudited)**
            **F-1****Statement
                of Operations for the Three Months Ended September 30, 2008
                (unaudited)**
            **F-2****Statement
                of Stockholders’ Deficit as of September 30, 2008
                (unaudited)**
            **F-3****Statements
                of Cash Flows for the Three Months Ended September 30, 2008 and for
                the
                Period from January 22, 2008 (date of inception) to September 30,
                2008
                (unaudited)**
            **F-4****Notes
                to Financial Statements**
            **F-5
                to F-7**


1





**BETHESDA
      C0801, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**BALANCE
      SHEET (unaudited)**


**As
      of September 30, 2008**





**ASSETS**Current
                AssetsCash
                and equivalents
            
            $
            1,000**TOTAL
                ASSETS**
            
            $
            1,000**LIABILITIES
                AND STOCKHOLDERS’ DEFICIT**Current
                LiabilitiesAccrued
                expenses
            
            $
            987Note
                payable – related party
            
            
            10,000TOTAL
                LIABILITIES
            
            
            10,987Stockholders’
                DeficitPreferred
                stock – $.0001 par value, 10,000,000 shares authorized, -0- shares issued
                and outstanding
            
            
            0Common
                stock – $.0001 par value, 100,000,000 shares authorized, 1,000,000 shares
                issued and outstanding
            
            
            100Deficit
                accumulated during the development stage
            
            
            (10,087
            )TOTAL
                STOCKHOLDERS’ DEFICIT
            
            
            (9,987
            )**TOTAL
                LIABILITIES AND STOCKHOLDERS’ DEFICIT**
            
            $
            1,000




*See
      accompanying notes to financial statements.*





F-1


**BETHESDA
      C0801, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF OPERATIONS (unaudited)**


**Three
      Months Ended September 30, 2008**





Revenues
            
            $
            0Expenses
                :Professional
                fees
            
            
            550Interest
                expense
            
            
            200Net
                Loss
            
            $
            (750
            )Net
                loss per share:Basic
                and diluted
            
            $
            (0.00
            )Weighted
                average shares outstanding:Basic
                and diluted
            
            
            1,000,000





*See
      accompanying notes to financial statements.*





F-2


**BETHESDA
      C0801, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENT
      OF STOCKHOLDERS’ DEFICIT (unaudited)**


**Period
      from January 22, 2008 (Date of Inception) to September 30,
      2008**




Common stock
            
            Additional
              paid-in
            
            Deficit
              accumulated
              during the
              developmentShares
            
            Amount
            
            capital
            
            stage
            
            TotalIssuance
                of Common Stock
            
            
            1,000,000
            
            $
            100
            
            $
            -
            
            $
            -
            
            $
            100Net
                loss for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            (9,337
            )
            
            (9,337
            )Balance,
                May 31, 2008
            
            
            1,000,000
            
            $
            100
            
            $
            -
            
            $
            (9,337
            )
            $
            (9,237
            )Net
                loss for the period
            
            
            -
            
            
            -
            
            
            -
            
            
            (750
            )
            
            (750
            )Balance,
                September 30, 2008
            
            
            1,000,000
            
            $
            100
            
            $
            -
            
            $
            (10,087
            )
            $
            (9,987
            )





*See
      accompanying notes to financial statements.*





F-3


**BETHESDA
      C0801, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**STATEMENTS
      OF CASH FLOWS (unaudited)**


**Three
      Months Ended September 30, 2008**


**Period
      from January 22, 2008 (Date of Inception) to September 30,
      2008**





**Three Months Ended**
              **September 30, 2008**
            
            **Period from January 31,**
              **2008 (Date of Inception) to**
              **September 30, 2008****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (750
            )
            $
            (10,087
            )Change
                in non-cash working capital items:Increase
                in accrued expenses
            
            
            750
            
            
            987**CASH
                FLOWS USED BY OPERATING ACTIVITIES**
            
            
            0
            
            
            (9,100
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Sale
                of common stock
            
            
            0
            
            
            100Loan
                from related party
            
            
            0
            
            
            10,000**CASH
                FLOWS PROVIDED BY FINANCING ACTIVITIES**
            
            
            0
            
            
            10,100**NET
                INCREASE (DECREASE) IN CASH**
            
            
            0
            
            
            1,000**CASH,
                BEGINNING OF PERIOD**
            
            
            1,000
            
            
            -**CASH,
                END OF PERIOD**
            
            $
            1,000
            
            $
            1,000**SUPPLEMENTAL
                CASH FLOW INFORMATION**Interest
                paid
            
            $
            0
            
            $
            0Income
                taxes paid
            
            $
            0
            
            $
            0





*See
      accompanying notes to financial statements.*





F-4





**BETHESDA
      C0801, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**September
      30, 2008**





**NOTE
      1 – SUMMARY OF ACCOUNTING POLICIES**





**Nature
      of Business**


Bethesda
      C0801, Inc. (the “Company”) was organized under the laws of the State of Nevada
      on January 22, 2008 as a corporation. The Company’s objective is to acquire or
      merge with a target business or company in a business combination.





**Development
      Stage Company**


The
      accompanying financial statements have been prepared in accordance with the
      Statement of Financial Accounting Standards No. 7 ”Accounting and Reporting by
      Development-Stage Enterprises”. A development-stage enterprise is one in which
      planned principal operations have not commenced or if its operations have
      commenced, there has been no significant revenues there from.





**Basis
      of Presentation**


The
      accompanying unaudited interim financial statements have been prepared in
      accordance with accounting principles generally accepted in the United States
      of
      America and the rules of the Securities and Exchange Commission (“SEC”), and
      should be read in conjunction with the audited financial statements and notes
      thereto contained in the Company’s Form 10 filed with the SEC as of and for the
      period ended May 31, 2008. In the opinion of management, all adjustments,
      consisting of normal recurring adjustments, necessary for a fair presentation
      of
      financial position and the results of operations for the interim periods
      presented have been reflected herein. The results of operations for interim
      periods are not necessarily indicative of the results to be expected for the
      full year.





**Cash
      and Cash Equivalents**


Bethesda
      considers all highly liquid investments with maturities of three months or
      less
      to be cash equivalents. The Company had $1,000 of unrestricted cash to be used
      for future business operations at September 30, 2008.





**Fair
      Value of Financial Instruments**


Bethesda’s
      financial instruments consist of cash, accrued expenses, and a note payable.
      The
      carrying amount of these financial instruments approximates fair value due
      to
      either length of maturity or interest rates that approximate prevailing market
      rates unless otherwise disclosed in these financial statements.





**Income
      Taxes**


Income
      taxes are computed using the asset and liability method. Under the asset and
      liability method, deferred income tax assets and liabilities are determined
      based on the differences between the financial reporting and tax bases of assets
      and liabilities and are measured using the currently enacted tax rates and
      laws.
      A valuation allowance is provided for the amount of deferred tax assets that,
      based on available evidence, are not expected to be realized.


F-5





**BETHESDA
      C0801, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**September
      30, 2008**





**NOTE
      1 – SUMMARY OF ACCOUNTING POLICIES (continued)**





**Use
      of Estimates**


The
      preparation of financial statements in conformity with generally accepted
      accounting principles requires management to make estimates and assumptions
      that
      affect the reported amounts of assets and liabilities and disclosure of
      contingent assets and liabilities at the date the financial statements and
      the
      reported amount of revenues and expenses during the reporting period. Actual
      results could differ from those estimates.





**Comprehensive
      Income (Loss)**


The
      Company adopted Statement of Financial Accounting Standards (SFAS) No. 130,
      “Reporting Comprehensive income”, which establishes standards for the reporting
      and display of comprehensive income and its components in the financial
      statements. There were no items of comprehensive income (loss) applicable to
      the
      Company during the period covered in these financial statements.





**Recent
      Accounting Pronouncements**


Bethesda
      does not expect the adoption of recently issued accounting pronouncements to
      have a significant impact on the Company’s results of operations, financial
      position or cash flow.





**NOTE
      2 – LOAN PAYABLE – RELATED PARTY**





Bethesda
      received an unsecured loan in the amount of $10,000 on February 12, 2008 from
      Bethesda Marketing Group, LLC which was used to fund its corporate bank account.
      The loan accrues interest at a rate of 8% annually with principal and interest
      due and payable on demand by the holder. Accrued interest totaled $437 at
      September 30, 2008. Bethesda Marketing Group, LLC is a shareholder of the
      Company.





**NOTE
      3 – PROFESSIONAL FEE EXPENSES**





Professional
      fee expenses consisted of legal and accounting fees associated with the
      incorporation and setup of the Company and the Company’s initial audit and
      ongoing quarterly reporting.





**NOTE
      4 – INCOME TAXES**





For
      the
      periods ended September 30, 2008, Bethesda has incurred net losses and,
      therefore, has no tax liability. The net deferred tax asset generated by the
      loss carry-forward has been fully reserved. The cumulative net operating loss
      carry-forward is $10,087 at September 30, 2008, and will expire beginning in
      the
      year 2028.


F-6





**BETHESDA
      C0801, INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO FINANCIAL STATEMENTS**


**September
      30, 2008**





**NOTE
      4 – INCOME TAXES (continued)**





The
      cumulative tax effect at the expected rate of 34% of significant items
      comprising our net deferred tax amount is as follows:





September
              30, 2008Deferred
                tax asset attributable to:Net
                operating loss carryover
            
            $
            3,430Valuation
                allowance
            
            
            (3,430
            )Net
                deferred tax asset
            
            $
            -





**NOTE
      5 – LIQUIDITY AND GOING CONCERN**




Bethesda
      has negative working capital, has incurred losses since inception, and has
      not
      yet received revenues from sales of products or services. These factors create
      substantial doubt about the Company’s ability to continue as a going concern.
      The financial statements do not include any adjustment that might be necessary
      if the Company is unable to continue as a going concern.




The
      ability of Bethesda to continue as a going concern is dependent on the Company
      generating cash from the sale of its common stock and/or obtaining debt
      financing and attaining future profitable operations. Management’s plans include
      selling its equity securities and obtaining debt financing to fund its capital
      requirement and ongoing operations; however, there can be no assurance the
      Company will be successful in these efforts.


F-7






**Item
      2. Management’s Discussion and Analysis or Plan of Operation.**





Overview .





Bethesda
      C0801, Inc. (“we”, “us” or the “Company”) was formed to serve as a vehicle to
      acquire, through a merger, capital stock exchange, asset acquisition or other
      similar business combination (“Business Combination”), an operating or
      development stage business which desires to utilize our status as a reporting
      corporation under the Securities Exchange Act of 1934. We have neither engaged
      in any operations nor generated any revenue since our inception.





We
      are
      currently in the process of evaluating and identifying targets for a Business
      Combination. We are not presently engaged in, and will not engage in, any
      substantive commercial business until we consummate a Business Combination.





Our
      management will have broad discretion in identifying and selecting a prospective
      Target Business. We have not established any specific attributes or criteria
      (financial or otherwise) for prospective Target Businesses. Our officer and
      director has never served as an officer or director of a development stage
      public company that has affected a Business Combination. Accordingly, he may
      not
      successfully identify a Target Business or conclude a Business Combination.
      To
      the extent we affect a Business Combination with a financially unstable company
      or an entity in its early stage of development or growth, including entities
      without established records of sales or earnings, we may be affected by numerous
      risks inherent in the business and operations of financially unstable and early
      stage or potential emerging growth companies. If we consummate a Business
      Combination with a foreign entity, we will be subject to all of the risks
      attendant to foreign operations. Although our management will endeavor to
      evaluate the risks inherent in a particular Target Business, we cannot assure
      you that we will properly ascertain or assess all significant risk
      factors.





We
      expect
      that in connection with any Business Combination, we will issue a significant
      number of shares of our common stock (equal to at least 80% of the total number
      of shares outstanding after giving effect to the transaction, in order to ensure
      that Business Combination qualifies as a “tax free” transaction under federal
      tax laws). The issuance of additional shares of our capital stock:




·
            will
                significantly reduce the equity interest of our stockholders;
                and





·
            will
                cause a change in likely result in the resignation or removal of
                one or
                more of our present officers and
                directors.





Our
      management anticipates that the Company likely will be able to affect only
      one
      Business Combination, due primarily to our financial resources and the dilution
      of interest for present and prospective stockholders, which is likely to occur
      as a result of our management's plan to offer a controlling interest to a Target
      Business in order to achieve a tax free reorganization. This lack of
      diversification should be considered a substantial risk in investing in us,
      because it will not permit us to offset potential losses from one venture
      against potential gains from another.





Liquidity
      and Capital Resources .





During
      the next twelve months we anticipate incurring costs and expenses related to
      filing of Exchange Act reports and evaluating and identifying targets for a
      Business Combination. Management expects to fund additional costs and expenses
      which may be incurred in connection with due diligence activities and a Business
      Combination through loans or further investment in the Company, as and when
      necessary. We cannot provide investors with any assurance that we will have
      sufficient capital resources to identify a suitable Target Business, to conduct
      effective due diligence as to any Target Business or to consummate a Business
      Combination.





2




Results
      of Operations .





Since
      our
      inception, we have not engaged in any material business operations nor generated
      any revenue. We do not expect to engage in any activities, other than seeking
      to
      identify a Target Business, unless and until such time as we enter into a
      Business Combination with a Target Business, if ever. We cannot provide
      investors with any assessment as to the nature of a Target Business’s operations
      or speculate as to the status of its products or operations, whether at the
      time
      of the Business Combination it will be generating revenues or its future
      prospects.





**Item
      3. Quantitative and Qualitative Disclosures About Market
      Risk.**





Not
      applicable.





**Item
      4(T). Controls and Procedures.**





Our
      management is responsible for establishing and maintaining disclosure controls
      and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934 as amended (the “Exchange Act”)), designed to ensure that
      information required to be disclosed by us in the reports that we file or submit
      under the Exchange Act is recorded, processed, summarized and reported, within
      the time periods specified in the Securities and Exchange Commission’s rules and
      forms. Disclosure controls and procedures include, without limitation, controls
      and procedures designed to ensure that information required to be disclosed
      by
      an issuer in the reports that it files or submits under the Exchange Act is
      accumulated and communicated to the issuer’s management, including its principal
      executive officer or officers and principal financial officer or officers,
      or
      persons performing similar functions, as appropriate to allow timely decisions
      regarding required disclosure.





The
      Company has evaluated the effectiveness of the design and operation of its
      disclosure controls and procedures as of September 30, 2008 (the “Evaluation
      Date”). Such evaluation was conducted under the supervision and with the
      participation of the Company’s principal executive officer who also is our
      principal financial officer. Based upon such evaluation, the Company’s principal
      executive officer has concluded that, as of the Evaluation Date, the Company’s
      disclosure controls and procedures were effective. There have been no changes
      in
      the Company’s internal controls over financial reporting that occurred during
      the Company’s most recent fiscal quarter, that have materially affected, or are
      reasonably likely to materially affect, the Company’s internal controls over
      financial reporting.





**PART
      II — OTHER INFORMATION**




**Item
      1. Legal Proceedings.**





The
      Company is not a party to any legal proceeding or litigation.





**Item
      1A. Risk Factors.**





Smaller
      reporting companies are not required to provide the information required by
      this
      item.





3




**Item
      2. Changes in Securities and Small Business Issuer Purchase of Equity
      Securities.**





(a) None.





(b) None.





(c)
       During the three months ended September 30 2008, the Company did not issue
      any securities.





(d) None.





(e) 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.**





Exhibit
            Description31.1
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002,
                with
                respect to the registrant’s Quarterly Report on Form 10-Q for the quarter
                ended September 30, 2008.32.1
            Certification
                of the Company’s Principal Executive Officer and Principal Financial
                Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
                Section
                906 of the Sarbanes Oxley Act of
                2002.





4




**SIGNATURES**





Pursuant
      to the requirements of the Securities Exchange Act of 1934, as amended, the
      Registrant has duly caused the Report to be signed on its behalf by the
      undersigned thereunto duly authorized.





**BETHESDA
                C0801, INC.**Date:
                November 12, 2008
            By:
            /s/
                David M. McNameeDavid
                M. McNamee, President





5