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: March
31, 2010





 ̈ 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 has submitted electronically and posted on
its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).


 ̈ Yes  x 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 Exchange Act). xYes  ̈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.


 ̈  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 May 10, 2010, there were
1,000,000 shares of common stock outstanding.







PART
I — FINANCIAL INFORMATION





Item
1. Financial Statements.





PageBalance
      Sheets as of March 31, 2010 (unaudited) and June 30, 2009
      (audited)
                          
                          F-1Statements
      of Operations for the three months and nine months ended March 31, 2010
      and 2009 and the period from January 22, 2008 (date of inception) to March
      31, 2010 (unaudited)
                          
                          F-2Statement
      of Stockholder’s Deficit as of March 31, 2010 (unaudited)
                          
                          F-3Statements
      of Cash Flows for the nine months ended March 31, 2010 and 2009 and the
      period from January 22, 2008 (date of inception) to March 31, 2010
      (unaudited)
                          
                          F-4Notes
      to Financial Statements
                          
                          F-5




1




BETHESDA
C0801, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 BALANCE
SHEETS
 As
of March 31, 2010 (unaudited) and June 30, 2009 (audited)
 
 March 31
                    
                    
                    June 30,2010
                    
                    
                    2009(unaudited)
                    
                    
                    (audited)ASSETSCurrent
      AssetsCash
      and equivalents
                    
                    $
                    1,006
                    
                    
                    $
                    1,976Accounts
      receivable – related party
                    
                    
                    169
                    
                    
                    
                    169TOTAL
      ASSETS
                    
                    $
                    1,175
                    
                    
                    $
                    2,145LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccrued
      expenses
                    
                    $
                    6,345
                    
                    
                    $
                    3,719Loan
      payable – Related party
                    
                    
                    17,520
                    
                    
                    
                    14,850TOTAL
      LIABILITIES
                    
                    
                    23,865
                    
                    
                    
                    18,569Stockholders’
      DeficitPreferred
      Stock – $.0001 par value, 10,000,000 shares authorized, -0- shares issued
      and outstanding
                    
                    
                    0
                    
                    
                    
                    0Common
      Stock – $.0001 par value, 100,000,000
      shares    authorized, 1,000,000 shares issued and
      outstanding
                    
                    
                    100
                    
                    
                    
                    100Deficit
      accumulated during the development stage
                    
                    
                    (22,790
                    )
                    
                    
                    (16,524
                    )Total
      stockholders’ deficit
                    
                    
                    (22,690
                    )
                    
                    
                    (16,424
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                    
                    $
                    1,175
                    
                    
                    $
                    2,145
 
 See
accompanying notes to financial statements.
  F-1
  BETHESDA
C0801, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF OPERATIONS (unaudited)
 Three
months and nine months ended March 31, 2010 and 2009
 Period
from January 22, 2008 (Inception) to March 31, 2010
 
 Three
                        months
                        ended
                        March 31,
                        2010
                      
                      
                      Three
                        months
                        ended
                        March 31,
                        2009
                      
                      
                      Nine
                        months
                        ended
                        March 31,
                        2010
                      
                      
                      Nine
                        months
                        ended
                        March 31,
                        2009
                      
                      
                      Period
                        from
                        January
                        22, 2008
                        (Date of
                        Inception)
                        to March
                        31, 2010REVENUES
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0EXPENSES:Professional
      fees
                      
                      
                      1,590
                      
                      
                      
                      1,219
                      
                      
                      
                      5,340
                      
                      
                      
                      2,819
                      
                      
                      
                      20,090Interest
      expense
                      
                      
                      329
                      
                      
                      
                      232
                      
                      
                      
                      926
                      
                      
                      
                      632
                      
                      
                      
                      2,145General
      and administrative expenses
                      
                      
                      0
                      
                      
                      
                      386
                      
                      
                      
                      0
                      
                      
                      
                      386
                      
                      
                      
                      555NET
      LOSS
                      
                      $
                      (1,919
                      )
                      
                      $
                      (1,837
                      )
                      
                      $
                      (6,266
                      )
                      
                      $
                      (3,837
                      )
                      
                      $
                      (22,790
                      )NET
      LOSS PER SHARE:Basic
      and diluted
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )
                      
                      $
                      (0.00
                      )WEIGHTED
      AVERAGE SHARES OUTSTANDINGBasic
      and diluted
                      
                      
                      1,000,000
                      
                      
                      
                      1,000,000
                      
                      
                      
                      1,000,000
                      
                      
                      
                      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 March 31, 2010
 
 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 ended June 30, 2008
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (9,337
                    )
                    
                    
                    (9,337
                    )Balance,
      June 30, 2008
                    
                    
                    1,000,000
                    
                    
                    
                    100
                    
                    
                    
                    -
                    
                    
                    
                    (9,337
                    )
                    
                    
                    (9,237
                    )Net
      loss for the year ended June 30, 2009
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (7,187
                    )
                    
                    
                    (7,187
                    )Balance,
      June 30, 2009
                    
                    
                    1,000,000
                    
                    
                    
                    100
                    
                    
                    
                    -
                    
                    
                    
                    (16,524
                    )
                    
                    
                    (16,424
                    )Net
      loss for the nine months ended March 31, 2010
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (6,266
                    )
                    
                    
                    (6,266
                    )Balance,
      March 31, 2010
                    
                    
                    1,000,000
                    
                    
                    $
                    100
                    
                    
                    $
                    -
                    
                    
                    $
                    (22,790
                    )
                    
                    $
                    (22,690
                    )
 
 See
accompanying notes to financial statements.
  F-3
  BETHESDA
C0801, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 STATEMENTS
OF CASH FLOWS (unaudited)
 Nine
months ended March 31, 2010 and 2009
 Period
from January 22, 2008 (Date of Inception) to March 31, 2010
 
 Nine months
                        ended March
                        31, 2010
                      
                      
                      Nine months
                        ended March
                        31, 2009
                      
                      
                      Period from
                        January 22, 2008
                        (Date of
                        Inception) to
                        March 31, 2010CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss for the period
                      
                      $
                      (6,266
                      )
                      
                      $
                      (3,837
                      )
                      
                      $
                      (22,790
                      )Change
      in non-cash working capital items:(Increase)
      in accounts receivable – related party
                      
                      
                      0
                      
                      
                      
                      (169
                      )
                      
                      
                      (169
                      )Increase
      in accrued expenses
                      
                      
                      2,626
                      
                      
                      
                      1,732
                      
                      
                      
                      6,345CASH
      FLOWS USED BY OPERATING ACTIVITIES
                      
                      
                      (3,640
                      )
                      
                      
                      (2,274
                      )
                      
                      
                      (16,614
                      )CASH
      FLOWS FROM FINANCING ACTIVITIESSale
      of common stock
                      
                      
                      0
                      
                      
                      
                      0
                      
                      
                      
                      100Note
      payable from related party
                      
                      
                      2,670
                      
                      
                      
                      2,300
                      
                      
                      
                      17,520CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                      
                      
                      2,670
                      
                      
                      
                      2,300
                      
                      
                      
                      17,620NET
      INCREASE (DECREASE) IN CASH
                      
                      
                      (970
                      )
                      
                      
                      26
                      
                      
                      
                      1,006Cash,
      beginning of period
                      
                      
                      1,976
                      
                      
                      
                      1,000
                      
                      
                      
                      -Cash,
      end of period
                      
                      $
                      1,006
                      
                      
                      $
                      1,026
                      
                      
                      $
                      1,006SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      paid
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0Income
      taxes paid
                      
                      $
                      0
                      
                      
                      $
                      0
                      
                      
                      $
                      0
 
 See
accompanying notes to financial statements.
  F-4
  BETHESDA
C0801, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 March
31, 2010
 
 NOTE
1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 
 Nature
of Business
 Bethesda
C0801, Inc. (“Bethesda” and 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
generally accepted accounting principles related to development stage companies.
A development-stage company is one in which planned principal operations have
not commenced or if its operations have commenced, there has been no significant
revenues there from.
 
 Cash
and Cash Equivalents
 Bethesda
considers all highly liquid investments with maturities of three months or less
to be cash equivalents.  At March 31, 2010 and June 30, 2009, the
Company had $1,006 and $1,976 of unrestricted cash to be used for future
business operations.
 
 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.
 
 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 has established 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.
  F-5
  BETHESDA
C0801, INC.
 (A
DEVELOPMENT STAGE COMPANY)
 NOTES
TO FINANCIAL STATEMENTS
 March
31, 2010
 
 NOTE
2 – LOAN PAYABLE – RELATED PARTY
 
 Bethesda
received an unsecured loan in the amount of $10,000 on February 12, 2008 from
Bethesda Financial Group, 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.  During the year ended June 30, 2009, additional funds
totaling $4,850 were loaned at the same terms.  During the nine months
period ended March 31, 2010, an additional $2,670 was loaned to the
Company.  On March 31, 2010 the loan payable and accrued interest
totaled $17,520 and $2,145, respectively.  Bethesda Marketing Group,
LLC dba Bethesda Financial Group is a shareholder of the Company, and its member
is President and a board member of the Company.
 
 NOTE
3 – SUBSEQUENT EVENTS
 
 The
Company has analyzed its operations subsequent to March 31, 2010 through the
date these financial statements were submitted to the Securities and Exchange
Commission, and has determined that it does not have any material subsequent
events to disclose in these financial statements.
 
 NOTE
4 – INCOME TAXES
 
 For the
periods ended March 31, 2010, 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 $22,790 at March 31, 2010, and will begin to
expire in the year 2028.
 
 The
cumulative tax effect at the expected rate of 34% of significant items
comprising our net deferred tax amount is as follows:
 2010Deferred
      tax asset attributable to:Net
      operating loss carryover
                      
                      $
                      7,750Valuation
      allowance
                      
                      
                      (7,750
                      )Net
      deferred tax asset
                      
                      $
                      -
 
 NOTE
5 – LIQUIDITY AND GOING CONCERN
  Bethesda
has not generated any revenues, has negative working capital and has suffered a
loss from operations.  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 or acquiring or merging
with a profitable company.  Management’s plans include selling its
equity securities and obtaining debt financing to fund its capital requirements
until it is able to enter into a business combination with another company;
however, there can be no assurance the Company will be successful in these
efforts.
  F-6


Item
2. Management’s Discussion and Analysis of Financial Condition and Results of
Operations.





Overview.





Bethesda
C0801, Inc. (“we”, “us” or the “Company”) was organized in the State of Nevada
on January 22, 2008.  We are a developmental stage company and have
not generated any revenues to date.  We were organized to serve as a
vehicle for a business combination through a capital stock exchange, merger,
reverse acquisition, asset acquisition or other similar business combination (a
“Business Combination”) with an operating or development stage business (the
“Target Business”) which desires to utilize our status as a reporting company
under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  We are in the process of identifying and evaluating targets
for a Business Combination.  We are not presently engaged in, and will
not engage in, any substantive commercial business operations unless and until
we consummate a Business Combination.





Our
management has broad discretion with respect to identifying and selecting a
prospective Target Business.  We have not established any specific
attributes or criteria (financial or otherwise) for a prospective Target
Businesses.  Our sole officer and director has never served as an
officer or director of a development stage public company that has consummated a
Business Combination such as that contemplated by our
Company.  Accordingly, he may not successfully identify a Target
Business or conclude a Business Combination.  Our officer and director
currently serves as an officer and director and is the sole stockholder of
another shell company that has a class of stock registered under the Exchange
Act which has the same business purpose as us.  Our
officer's/director's affiliation with two shell companies raises the possibility
of conflicts of interest, in that both companies may have a right to take
advantage of the same business opportunity.  Neither our Company nor
the other shell company with which our management is affiliated has adopted any
policy with respect to resolving any potential conflict of interest and it is
possible that any conflict or interest that arises between the two companies may
not be decided in our favor.





Any
entity with which we enter into a Business Combination will be subject to
numerous risks in connection with its operations.  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 and likely, a
significantly higher percentage) in order to ensure that the 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 prior to the transaction;
      and





·
            cause
      a change in control in our Company and likely result in the resignation or
      removal of our officers and directors as of the date of the
      transaction.





Our
management anticipates that our Company likely will 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.





At March
31, 2010, we had cash on hand of $1,006.  Our existing cash
reserves  will not be sufficient to cover our operating costs and
expenses.  During the next twelve months we anticipate that we will
incur costs and expenses in connection with the preparation and filing of
reports under the Exchange Act, the identification and evaluation of Target
Businesses and, possibly, costs and expenses in connection with a Business
Combination.





2




To date,
we have funded our operations through loans from our stockholders and, as of
March 31, 2010, we had borrowed an aggregate of $17, 520 from them, including
$2,670 during the nine months then ended.  Our stockholders expect to
fund additional costs and expenses that we will incur 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.  As a result of our negative working capital, our losses
since inception, and failure to generate revenues from operations, our financial
statements include a note in which our auditor has expressed doubt about our
ability to continue as a "going concern."





Results of
Operations.





Since our
inception, we have not generated any revenues.  We reported a net loss
for the three and nine month periods ended March 31, 2010 of $1,919 and $6,266,
respectively, and a net loss since inception of $22,790.  The Company
has used cash in operations of $16,614 since its inception, consisting primarily
of professional fees, and has a negative working capital of $22,690 at March 31,
2010.





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.  As a result of our negative working capital, our losses
since inception, and failure to generate revenues from operations, our financial
statements include a note in which our auditor has expressed doubt about our
ability to continue as a going concern.





Item
3. Quantitative and Qualitative Disclosures about Market Risk.





Not applicable.





Item
4(T). Controls and Procedures.





Evaluation
of Disclosure Controls and Procedures





As of
March 31, 2010, the Company’s management carried out an evaluation, under the
supervision and with the participation of the Company’s Chief Executive Officer,
who is the Company’s principal executive officer and principal financial
officer, of the effectiveness of the design and operation of the Company’s
disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under
the Exchange Act), pursuant to Exchange Act Rule 13a-15. Based on such
evaluation, the Company’s Chief Executive Officer has concluded that the
Company's disclosure controls and procedures were effective.




Changes
in Internal Controls





There
have been no changes in the Company’s internal control over financial reporting
(as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three
months ended March 31, 2010 that have materially affected, or are reasonably
likely to materially affect, the Company’s internal control over financial
reporting.





PART
II — OTHER INFORMATION





Item
1. Legal Proceedings.





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





3




Item
1A. Risk Factors.





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





Item
2. Unregistered Sales of Equity Securities and Use of Proceeds.





(a) During
the three months ended March 31, 2010, the Company did not issue any
securities.





(b) Not
applicable.





(c)
During the three months ended March 31, 2010, neither the issuer nor any
"affiliated purchaser," as defined in Rule 10b-18(a)(13), purchased any shares
or other units of any class of the issuer's equity securities.





Item
3. Defaults Upon Senior Securities.





None.





Item
4. (Removed and Reserved).





Item
5. Other Information.





(a) None.





(b) The Company has not adopted any
procedures by which security holders may recommend nominees to the registrant's
board of directors.





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 March 31, 2010.32.1*
                    
                    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.





*  Pursuant
to Commission Release No. 33-8238, this certification will be treated as
“accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of
such report for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liability of Section 18 of
the Securities Exchange Act of 1934, as amended, and this certification will not
be deemed to be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended,
except to the extent that the registrant specifically incorporates it by
reference.


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.Dated:
      May 10, 2010
                  By:
                  /s/ David M.
      McNameeName:
                  David
      M. McNameeTitle:
                  President,
      Principal Executive Officer
                    and
      Principal Financial
Officer




5