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: December 31, 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
                (State
      or other jurisdiction of incorporation or organization)
              26-1863101
                (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 company     x





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 February 11, 2009 there were
1,000,000 shares of common stock outstanding.








PART
I — FINANCIAL INFORMATION





Item 1.
Financial Statements.





PageBalance
      Sheet – December 31, 2008 (Unaudited)
                    
                    F-1Statements
      of Operations -Three and Six Months Ended December
                      31,
      2008 (Unaudited)
                    
                    F-2Statement
      of Stockholders Deficit as of December 31, 2008
                    
                    F-3Statements
      of Cash Flows – Six  Months Ended December 31, 2008 (Unaudited)
      and for the Period from January 22, 2008 (date of inception) to December
      31, 2008 (Unaudited)
                    
                    F-4Notes
      to Financial Statements (Unaudited)
                    
                    F-5


1


BETHESDA
C0801, INC.


(A
DEVELOPMENT STAGE COMPANY)


BALANCE
SHEET (unaudited)


As
of December 31, 2008





ASSETSCurrent
      AssetsCash
      and equivalents
                    
                    $
                    1,250TOTAL
      ASSETS
                    
                    $
                    1,250LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesAccrued
      expenses
                    
                    $
                    1,187Note
      payable – related party
                    
                    
                    11,300TOTAL
      LIABILITIES
                    
                    
                    12,487Stockholders’
      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
                    
                    
                    (11,337
                    )TOTAL
      STOCKHOLDERS’ DEFICIT
                    
                    
                    (11,237
                    )TOTAL
      LIABILITIES AND STOCKHOLDERS’ DEFICIT
                    
                    $
                    1,250





See
accompanying notes to financial statements.


F-1


BETHESDA
C0801, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENT
OF OPERATIONS (unaudited)


Three
Months and Six Months Ended December 31, 2008





Three Months
                
                
                Six MonthsEnded
                
                
                EndedDecember 31, 2008
                
                
                December 31, 2008Revenues
                
                $
                0
                
                
                $
                0Expenses
      :Professional
      fees
                
                
                1,050
                
                
                
                1,600Interest
      expense
                
                
                200
                
                
                
                400Net
      Loss
                
                $
                (1,250
                )
                
                $
                (2,000
                )Net
      loss per share:Basic
      and diluted
                
                $
                (0.00
                )
                
                $
                (0.00
                )Weighted
      average shares outstanding:Basic
      and diluted
                
                
                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 December 31, 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
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (2,000
                                  )
                                  
                                  
                                  (2,000
                                  )Balance,
      December 31, 2008
                                  
                                  
                                  1,000,000
                                  
                                  
                                  $
                                  100
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  (11,337
                                  )
                                  
                                  $
                                  (11,237
                                  )





See
accompanying notes to financial statements.


F-3


BETHESDA
C0801, INC.


(A
DEVELOPMENT STAGE COMPANY)


STATEMENTS
OF CASH FLOWS (unaudited)


Six
Months Ended December 31, 2008


Period
from January 22, 2008 (Date of Inception) to December 31, 2008





Six Months Ended
                    December 31, 2008
                  
                  
                  Period from January 31,
                    2008 (Date of Inception) to
                    December 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
    loss
                  
                  $
                  (2,000
                  )
                  
                  $
                  (11,337
                  )Change
      in non-cash working capital items:Increase
      in accrued expenses
                  
                  
                  950
                  
                  
                  
                  1,187CASH
      FLOWS USED BY OPERATING ACTIVITIES
                  
                  
                  (1,050
                  )
                  
                  
                  (10,150
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESSale
      of common stock
                  
                  
                  0
                  
                  
                  
                  100Loan
      from related party
                  
                  
                  1,300
                  
                  
                  
                  11,300CASH
      FLOWS PROVIDED BY FINANCING ACTIVITIES
                  
                  
                  1,300
                  
                  
                  
                  11,400NET
      INCREASE (DECREASE) IN CASH
                  
                  
                  250
                  
                  
                  
                  1,250CASH,
      BEGINNING OF PERIOD
                  
                  
                  1,000
                  
                  
                  
                  -CASH,
      END OF PERIOD
                  
                  $
                  1,250
                  
                  
                  $
                  1,250SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      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


December
31, 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 $1,250 of unrestricted cash
to be used for future business operations at December 31, 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


December
31, 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 (“BMG”) which was used to fund its corporate bank
account.  An additional $1,300 loan was received from BMG under a
promissory note dated December 31, 2008.  The loans accrue interest at
a rate of 8% annually with principal and interest due and payable on demand by
the holder.  Accrued interest totaled $637 at December 31,
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 December 31, 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 $11,337 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


December
31, 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:





December
                    31, 2008Deferred
      tax asset attributable to:Net
      operating loss carryover
                  
                  $
                  3,855Valuation
      allowance
                  
                  
                  (3,855
                  )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 reverse acquisition, merger, capital stock exchange, asset
acquisition or other similar business combination (“Business Combination”), an
operating or development stage business ("Target 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 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 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 sole 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 and likely result in the resignation or removal of our
      officer and director.





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 Securities 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.





As
required by SEC rules, we have evaluated the effectiveness of the design and
operation of our disclosure controls and procedures at the end of the period
covered by this report.  This evaluation was carried out under the
supervision and with the participation of our management, including our chief
executive officer, who is our principal executive officer and our principal
financial officer.  Based on this evaluation,
management has concluded that the design and operation of our
disclosure controls and procedures are effective.  There were no
changes in our internal control over financial reporting or in other factors
that have materially affected, or are reasonably likely to materially affect,
our internal control over financial reporting.





Disclosure
controls and procedures are our controls and other procedures that are designed
to ensure that information required to be disclosed by us in the reports that we
file or submit under the Securities Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SEC’s rules
and forms.  Disclosure controls and procedures include, without
limitation, controls and procedures designed to ensure that information required
to be disclosed by us in the reports that we file under the Exchange Act is
accumulated and communicated to our management, including principal executive
officer and principal financial officer, as appropriate, to allow timely
decisions regarding required disclosure.  In designing and evaluating
our controls and procedures, our management recognized that disclosure controls
and procedures, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of disclosure controls
and procedures are met.  Additionally, in designing disclosure
controls and procedures, our management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible disclosure
controls and procedures.  The design of any disclosure controls and
procedures also is based in part upon certain assumptions about the likelihood
of future events, and there can be no assurance that any design will succeed in
achieving its stated goals under all potential future
conditions.


3





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.





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





(a) During
the three months ended December 31 2008, the Company did not issue any
securities.





(b) None.





(c)
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 December 31, 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:
                    February 11, 2009
                    
                    By:
                    
                    /s/David M.
      McNameeDavid
      M. McNamee, President(Principal
      Executive Officer andPrincipal
      Financial
Officer)


5