UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

_______________

FORM 10-Q

_______________

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2008

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

For the transition period from ______to______.

BEDMINSTER NATIONAL CORP.

(Exact name of registrant as specified in Charter

NEVADA		000-52191		20-2779605
(State or other jurisdiction of incorporation or organization)		(Commission File No.)		(IRS Employee Identification No.)

90 Washington Valley Road, Bedminster, New Jersey 07921

(Address of Principal Executive Offices)

_______________

(908) 719-8940

(Issuer Telephone number)

_______________

(Former Name or Former Address if Changed Since Last Report)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period that the issuer was required to file such reports), and (2)has been subject to such filing requirements for the past 90 days. Yes x Noo

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

Large Accelerated Filer o

Accelerated Filer o

Non-Accelerated Filer o

Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.

Yes o No x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of as of November 12, 2008: class A 13,316,983 and class B 2,154,000.

Bedminster National Corp

FORM 10-Q

September 30, 2008

INDEX

PART I-- FINANCIAL INFORMATION

Item 1.	Financial Statements (for the periods ending September 30, 2008 and 2007 are unaudited)
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 4T.	Controls and Procedures

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds
Item 3.	Defaults Upon Senior Securities
Item 4.	Submission of Matters to a Vote of Security Holders
Item 5.	Other Information
Item 6.	Exhibits

SIGNATURE

Item 1. Financial Information

BEDMINSTER NATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS



	September 30,			December 31,
	2008			2007
	(unaudited)			(audited)

ASSETS

CURRENT ASSETS
Cash	$	14,427		$	33,062
Accounts receivable		90,135			128,847
Inventory, net		136,199			136,619
Other current assets		54,876			56,876
Total Current Assets		295,637			355,404

Property and equipment, net		69,055			46,383

OTHER ASSETS
Deposits		400			400
Customer list, net		304,617			346,729
Technology rights, net		227,998			255,357
Total other assets		533,015			602,486

TOTAL ASSETS	$	897,707		$	1,004,273

LIABILITIES AND STOCKHOLDERS’ DEFICIT

CURRENT LIABILITIES
Accounts payable and accrued expenses	$	590,303		$	405,795
Accrued interest		113,381			28,014
Lines of credit		363,113			207,553
Notes payable - current portion, net of debt discount of $346,885 and $2,197, respectively		1,269,971			154,192
Convertible notes payable - stockholders net of debt discount of $2,292 and $64,112, respectively		372,708			335,888
Total Current Liabilities		2,709,476			1,131,442

OTHER LIABILITIES
Notes payable - net of current portion and net of debt discount of $-0- and $426,783, respectively		-			1,002,399
Convertible notes payable - stockholders net of debt discount of $15,000 and $64,112, respectively		485,000			-

TOTAL LIABILITIES		3,194,476			2,133,841

Minority Interest		221			58,705

STOCKHOLDERS’ DEFICIT
Preferred stock, $0.0001 par value, 100,000,000 shares authorized, none issued and outstanding, respectively		-			-
Common stock – Class A, $0.0001 par value, 200,000,000 shares authorized, 13,280,983 and 9,523,400 shares issued and outstanding, respectively		1,341			953
Common stock – Class B, $0.0001 par value, 3,000,000 shares authorized, 2,154,000 shares issued and outstanding		215			215
Additional paid in capital		1,001,250			820,437
Accumulated deficit		(3,299,796	)		(2,009,878	)
Total Stockholders’ Deficit		(2,296,990	)		(1,188,273	)

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	897,707		$	1,004,273

Notes to the Financial Statement are an integral part of these statements.

-1-

BEDMINSTER NATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)



	NINE MONTHS ENED						THREE MONTHS ENED
	SEPTMEBER 30,						SEPTEMBER 30,
	2008			2007			2008			2007

REVENUES	$	990,783		$	331,544		$	194,340		$	330,044

Cost of Goods Sold		570,013			564,794			125,297			564,794

Gross Profit (Loss)		420,770			(233,250	)		69,043			(234,750	)

OPERATING EXPENSES
Professional fees		356,565			202,406			82,779			117,501
Officer Compensation		363,585			263,101			119,804			132,259
Selling Expenses		57,764			24,713			17,307			24,713
General and administrative		556,505			118,445			184,667			70,050
Total Operating Expenses		1,334,419			608,665			404,557			344,523

LOSS FROM OPERATIONS		(913,649	)		(841,915	)		(335,514	)		(579,273	)

OTHER INCOME (EXPENSE)
Interest Expense		(439,379	)		(237,393	)		(209,036	)		(185,328	)
Interest Income		5,144			573			5,121			573
Total Other Income (Expense), net		(434,235	)		(236,820	)		(203,915	)		(184,755	)

LOSS BEFORE INCOME TAXES		(1,347,884	)		(1,078,735	)		(539,429	)		(764,028	)

Provision for Income Taxes		520			3,444			-			2,924

LOSS FROM CONTINUING OPERATIONS BEFORE MINORITY INTEREST		(1,348,404	)		(1,082,179	)		(539,429	)		(766,952	)

Minority Interest Share of Loss		58,484			83,518			32,078			83,518

LOSS FROM CONTINUING OPERATIONS		(1,289,920	)		(998,661	)		(507,351	)		(683,434	)

DISCONTINUED OPERATIONS
Bedminster Capital Corp		-			(126,456	)		-			(27,632	)
Bedminster Financial Corp		-			(132,363	)		-			(26,284	)
		-			(258,819	)		-			(53,916	)

NET LOSS		(1,289,920	)		(1,257,480	)		(507,351	)		(737,350	)


Net loss per share - basic and diluted
Continuing operations	$	(0.10	)	$	(0.11	)	$	(0.04	)	$	(0.12	)
Discontinued operations		-			(0.03	)		-			(0.01	)
Net Loss per share - basic and diluted	$	(0.10	)	$	(0.14	)	$	(0.04	)	$	(0.13	)


Weighted average number of shares outstanding during the period - basic and diluted		12,539,367			9,083,091			14,003,150			5,615,765

Notes to the Financial Statement are an integral part of these statements.

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BEDMINSTER NATIONAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)




	NINE MONTHS ENED
	SEPTMEBER 30,
	2008			2007

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss from continuing operations	$	(1,289,920	)	$	(998,661	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		78,637			11,199
Amortization of note payable discount		196,915			224,511
Stock issued for services		19,000			19,000
Stock issued for interest expense		13,474			-
Minority interest		(58,484	)		(83,518	)
Changes in operating assets and liabilities:
(Increase) decrease in accounts receivable		38,712			(109,984	)
(Increase) decrease in prepaid		-			(58,469	)
(Increase) decrease in inventory		420			24,621
(Increase) decrease in other current assets		2,000			-
Increase (decrease) in accounts payable and accrued expenses		184,508			281,177
Increase (decrease) in accrued interest		154,772			11,949
Net Cash Used In Operating Activities in continuing operations		(659,966	)		(678,175	)
Net Cash Used In Operating Activities in discontinuing operations		-			(183,323	)
Net Cash Used in Operating Activities		(659,966	)		(861,498	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		(31,838	)		-
Cash paid for acquisition, net of cash received		-			(255,709	)
Net Cash Used In Investing Activities		(31,838	)		(255,709	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		-			31,784
Proceeds from issuance of notes payable		-			1,000,000
Repayment of notes payable		(32,391	)		(81,524	)
Repayment of Capital Lease		-			(6,010	)
Proceeds from convertible notes payable - stockholders		550,000			37,500
Proceeds from lines of credit, net		155,560			192,479
Net Cash Provided By Financing Activities		673,169			1,174,229

NET INCREASE (DECREASE) IN CASH		(18,636	)		57,022

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		33,062			110,852

CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	14,427		$	167,874

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Bedminster National Corp and Subsidiaries

Notes to Condensed Consolidated Financial Statements

As of September 30, 2008

NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES AND ORGANIZATION

(A) Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with the requirements of Form 10-Q and Rule 8-03 of Regulation S-X of the Securities and Exchange Commission (the “Commission”) and include the results of Bedminster National Corp (the “Company”). Accordingly, certain information and footnote disclosures required in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. Statements are subject to possible adjustments in connection with the annual audit of the Company’s accounts for the year ended December 31, 2008. In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) which the Company considers necessary for the fair presentation of the Company’s consolidated financial position as of September 30, 2008 and the results of its operations and cash flows for the three and nine month period ended September 30, 2008. Results for the nine months ended September 30, 2008 are not necessarily indicative of results that may be expected for the entire year. The unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements of the Company and the notes thereto as of and for the year ended December 31, 2007 included in the Company’s Form 10-KSB filed with the Commission on April 15, 2008.

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has an accumulated deficit of $3,299,796, negative working capital of $2,413,839, and has a negative cash flow from operations of $659,967for the nine months ended September 30, 2008 and is in default on several notes payable at September 30, 2008. See Notes 4 and 5. These conditions raise substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company’s ability to renegotiate debt that is currently in default, to raise additional capital and to implement its business plan. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans may provide an opportunity for the Company to continue as a going concern. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

(B) Organization

Bedminster National Corp. was incorporated under the laws of the State of Delaware on April 22, 2005 and reincorporated in the State of Nevada on October 20, 2006. On January 18, 2007, Bedminster National Corp. established two wholly owned subsidiaries (Bedminster Capital Corp, (“BCC’) a real estate management company and Bedminster Financial Corp, (“BFC”) an investment management company) in the State of Nevada. On August 31, 2007, both entities were spun-off from Bedminster National Corp. as a dividend to shareholders. Bedminster National Corp was organized to provide management consulting services and intends to acquire profitable and near term profitable small and medium sized businesses. On July 3, 2007, Bedminster National Corp entered into a Stock Purchase Agreement (“Agreement”) with Metropolitan Computing Corporation, a New Jersey Corporation (“MCC”) and its principal shareholder (“Seller”) in which Bedminster National acquired eighty (80%) percent of the issued and outstanding shares of MCC. MCC established in 1985, is active in the design, development, and marketing of instrumentation equipment for the pharmaceutical industry. Bedminster National Corp and its 80% owned subsidiary are here after referred to as the “Company.”

As of July 3, 2007, the Company has begun its principal operations and is no longer considered a Development Stage Company.

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Bedminster National Corp and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2008

The 2007 consolidated financial statements include the accounts of Bedminster National Corp. and its two wholly owned subsidiaries Bedminster Financial Corp., Bedminster Capital Corp., both from January 18, 2007 through the date of the spin-off. The operations of BFC and BCC have been reclassified to Discontinued Operations, as the entities were spun-off in August 2007. The 2008 and 2007 consolidated financial statements include its 80% owned subsidiary Metropolitan Computing Corporation from January 1, 2008 to September 30, 2008 and from July 3, 2007 to September 30, 2007, respectively. All significant inter-company accounts and transactions have been eliminated in consolidation.

(D) Use of Estimates

In preparing financial statements in conformity with generally accepted accounting principles, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Significant estimates included in these financial statements include the valuation of equity transactions. Actual results could differ from those estimates.

(E) Financial Instruments

The Company’s financial instruments consist of cash, accounts receivable, accounts payable, notes payable, and lines of credit. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying value.

(F) Cash Equivalents

For the purpose of the cash flow statement, the Company considers all highly liquid investments with original maturities of three months or less at the time of purchase to be cash equivalents. There were no such equivalents at September 30, 2008 or December 31, 2007.

(G) Concentration of Credit Risk

A significant portion of the Company’s total revenues for the nine months ended September 30, 2008 have been derived from two customers. Combined sales for these customers accounted for approximately 30 percent of sales for the nine months ended September 30, 2008. In addition, as of September 30, 2008 three customers accounted for approximately 75% of accounts receivable.

(H) Accounts Receivable

Accounts receivable are non-interest bearing uncollateralized customer obligations. Accounts receivable are stated at the amounts billed to the customer. Customer account balances with invoices over 90 days old are considered delinquent. Payments of accounts receivable are allocated to the specific invoices as received. The carrying amount of accounts receivable is reduced by a valuation allowance that reflects management’s estimate of the amounts that will not be collected. No allowances for doubtful accounts exist as of September 30, 2008 and December 31, 2007.

-5-

Bedminster National Corp and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2008

(I) Inventory

Inventory consists primarily of parts and work in process products held for sale. Inventory is stated at the lower of cost or market, with cost being determined on a first in/first out basis.

(J) Property and Equipment

Property and equipment are stated at cost, less accumulated depreciation. Expenditures for maintenance and repairs are charged to expense as incurred. Gains and losses on depreciable assets retried or sold are recognized in the statement of operations in the year of disposal. Depreciation is provided using the straight-line method over the estimated useful life of five years.

(K) Impairment of Long-Lived Assets

The Company accounts for long-lived assets under the Statements of Financial Accounting Standards Nos. 142 and 144 “Accounting for Goodwill and Other Intangible Assets” and “Accounting for Impairment or Disposal of Long-Lived Assets” (“SFAS No. 142 and 144”). In accordance with SFAS No. 142 and 144, long-lived assets, goodwill and certain identifiable intangible assets held and used by the Company are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. For purposes of evaluating the recoverability of long-lived assets, goodwill and intangible assets, the recoverability test is performed using undiscounted net cash flows related to the long-lived assets.

In accordance with SFAS No.142, the Company reviews the carrying value of goodwill and intangible assets with indefinite lives annually or earlier in certain circumstances as required. The Company measures impairment losses by comparing carrying value to fair value. Fair value is determined using a price to sales multiple of comparable companies.

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets,” long-lived assets used in operations are reviewed for impairment whenever events or change circumstances indicate that carrying amounts may not be recoverable. For such long-1ived assets, the Company recognizes an impairment loss only if its carrying amount is not recoverable through its undiscounted cash flows and measures the impairment loss based on the difference between carrying amount and fair value.

(L) Goodwill and Intangible Assets

Goodwill and intangible assets result primarily from acquisitions accounted for under the purchase method. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”) goodwill and intangible assets with indefinite lives are not amortized but are subject to impairment by applying a fair value based test. Intangible assets with finite useful lives related to technology rights and customer lists are being amortized on a straight-line basis over the estimated useful life of the related asset of seven years.

-6-

Bedminster National Corp and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2008

(M) Revenue Recognition

Revenues include fees billed for consulting services on a month to month contract. These revenues are recognized as the services are performed. Revenues also include sales for pharmaceutical machines sold. These revenues are recognized when the machine is delivered to the customer.

(N) Income Taxes

The Company accounts for income taxes under the Statement of Financial Accounting Standards No. 109, “Accounting for Income Taxes” (“Statement 109”). Under Statement 109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under Statement 109, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. At September 30, 2008, deferred tax assets amounted to approximately $418,867 which related to net operating loss carry forwards. The Company recorded a full valuation allowance to reflect the estimated amount of deferred tax assets which are currently not realizable.

The Company maintains a valuation allowance with respect to deferred tax assets. The Company establishes a valuation allowance based upon the potential likelihood of realizing the deferred tax asset and taking into consideration the Company’s consolidated financial position and results of operations for the current period. Future realization of the deferred tax benefit depends on the existence of sufficient taxable income within the carry forward period under the Federal tax laws.

Changes in circumstances, such as the Company generating taxable income, could cause a change in judgment about the reliability of the related deferred tax asset. Any change in the valuation allowance will be included in income in the year of the change in estimate.

(O) Employee Benefit Plan

The Company maintains a qualified deferred compensation plan under section 401k of the Internal Revenue Code. Under the plan, employees may elect to defer a portion of their salary, subject to limits set by the Internal Revenue Service. In addition, the plan allows for the Company to make discretionary contributions based on the participants’ salaries. The Company made contributions to the plan for the nine months ended September 30, 2008 and 2007 of $3,476 and $-0- , respectively.

(P) Loss Per Share

Basic and diluted net loss per common share is computed based upon the weighted average common shares (classes A and B) outstanding as defined by Financial Accounting Standards No. 128, “Earnings Per Share.” As of September 30, 2008 and 2007, there were 2,500,000 and -0- shares, respectively that are issuable upon conversion of the convertible notes payable and 8,548,000 and -0- warrants outstanding to purchase common stock, respectively, that were not included in dilutive net loss per share as the effect was anti-dilutive.

(Q) Stock-Based Compensation

Effective January 1, 2006, the Company adopted the provisions of SFAS No. 123R and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant.

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Bedminster National Corp and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2008

Common stock, stock options and common stock warrants issued to other than employees or directors are recorded on the basis of their fair value, as required by SFAS No. 123(R), which is measured as of the date required by EITF Issue 96-18,“Accounting for Equity Instruments That Are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services.” In accordance with EITF 96-18, the stock options or common stock warrants are valued using the Black-Scholes option pricing model on the basis of the market price of the underlying common stock on the “valuation date,” which for options and warrants related to contracts that have substantial disincentives to non-performance is the date of the contract, and for all other contracts is the vesting date. Expense related to the options and warrants is recognized on a straight-line basis over the shorter of the period over which services are to be received or the vesting period. Where expense must be recognized prior to a valuation date, the expense is computed under the Black-Scholes option pricing model on the basis of the market price of the underlying common stock at the end of the period, and any subsequent changes in the market price of the underlying common stock up through the valuation date is reflected in the expense recorded in the subsequent period in which that change occurs.

The Company has not issued any stock options at September 30, 2008.

(R) Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's future reported financial position or results of operations.

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. The Company has elected not to adopt the statement.

In December 2007, the FASB issued SFAS No. 160, “ Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51” (“ SFAS 160” ). SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. An ownership interest in subsidiaries held by parties other than the parent should be presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. SFAS 160 requires that changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary should be accounted for similarly as equity transactions. When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary should be initially measured at fair value, with any gain or loss recognized in earnings. SFAS 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interests. SFAS 160 is effective for fiscal years (including interim periods within those fiscal years) beginning on or after December 15, 2008 (October 1, 2009 for the Company). Earlier adoption is prohibited. The statement shall be applied prospectively as of the beginning of the fiscal year in which it is initially applied, except for the presentation and disclosure requirement which shall be applied retrospectively for all periods presented. The Company is currently evaluating the impact SFAS 160 will have on its consolidated financial statements.

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Bedminster National Corp and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2008

NOTE 2 INTANGIBLE ASSETS

Intangible assets consisted of the following at September 30, 2008 and December 31, 2007:

		2008		2007

Customer list	$	373,400	$	373,400
Technology rights		275,000		275,000
		648,400		648,400
Less: Accumulated amortization		115,785		46,314
	$	532,615	$	602,086

Amortization expense amounted to $69,471 and $8,057 for the nine months ended September 30, 2008 and 2007, respectively. The Company anticipates amortization expense to amount to approximately $93,000 per year for the next five years.

NOTE 3 LINES OF CREDIT

During 2008 and 2007, respectively the Company had lines of credit available of $435,000 and $235,000, respectively with various financial institutions. The lines bear interest between 5.0% and 9.5% as of September 30, 2008 and December 31, 2007, on all outstanding principal amounts. There was $363,113 and $207,553 outstanding as of September 30, 2008 and December 31, 2007, respectively. The sole officer of the Company has personally guaranteed $150,000 of the available credit. The remaining lines are unsecured.

NOTE 4 NOTES PAYABLE

Notes payable consisted of the following at September 30, 2008 and December 31, 2007:

		2008			2007

Note payable (a)	$	37,461		$	41,773
Promissory note shareholder, bearing interest at 8% (b)		262,471			272,572
Promissory note, bearing interest at 12% (c)		1,316,924			1,271,226
		1,616,856			1,585,571
Less: debt discount		(346,885	)		(428,980	)
		1,269,971			1,156,591
Less: current portion		1,269,971			154,192
Notes payable, net of current portion	$	-0-		$	1,002,399

(a)

The note payable bear interest variable between 8.5% and 9.5%, per annum with monthly principal and interest payments of $ 795 monthly, secured by assets of the Company, final payments due June 2013. The note is currently in default due to payments not being made in accordance with agreement. Consequently, the outstanding principal balance has been classified as short term in the financial statements.

(b)

On July 3, 2007, the Company issued a promissory note to the principal shareholder of MCC in the amount of $300,000 payable monthly over 36 months with an 8% interest rate. The note is currently in default due to payments not being made in accordance with agreement. Consequently, the outstanding principal balance has been classified as short term in the financial statements.

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Bedminster National Corp and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2008

(c)

On July 3, 2007, the Company issued a promissory note to Dutchess Private Equities Fund, Ltd. (the “Investor” or “Dutchess”) for $1,375,000 (“Face Amount”) which has a two-year term and bears annual interest at 12%. The note included a discount of $275,000 whereby the Company was to receive proceeds from the note of $1,100,000. In January 2008, the loan was amended. Pursuant to this amendment, the Company is required to make mandatory payments to the Investor in the amount of $5,000 per month for January 15, 2008 through April 1, 2008, $13,438 per month for May 1, 2008 through June 1, 2008, $25,000 each month from July 1, 2008 through December 2008, $40,000 for January 1, 2009 through March 1, 2009, $50,000 a month for April 1, 2009 through June 1, 2009 and $70,000 per month until the face amount of the loan is paid in full. In addition, pursuant to the amendment the Company shall provide a warrant to Dutchess to purchase up to 8,484,000 shares of common stock with an exercise price of par. In the event of default of this Note, the Investor may declare the entire unpaid principal balance of this Note, together with interest accrued, immediately due and payable at the place of payment, without presentment, protest, notice or demand, all of which are expressly waived. The note payable is secured by the assets of the Company and its subsidiary (MCC). The note is currently in default due to payments not being made in accordance with agreement. Consequently, the outstanding principal balance has been classified as short term in the financial statements.

NOTE 5 CONVERTIBLE NOTES PAYABLE - STOCKHOLDERS

Convertible notes payable – stockholders consisted of the following at September 30, 2008 and December 31, 2007:

		2008		2007

Convertible notes issued August 2006 (a)	$	200,000	$	275,000
Convertible notes issued during 2007 (b)		125,000		125,000
Convertible notes issued during 2008 (c)		550,000		-0-
		875,000		400,000
Less: debt discount		17,292		64,112
		857,708		335,888
Less: current portion		372,708		335,888
Convertible notes payable, net of current portion	$	485,000	$	-0-

(a)

During 2006, several private placements to investors were completed in amounts ranging from $25,000 to $100,000 with interest payable (monthly in cash) at 10% percent per annum. The investors received a one year Convertible Promissory Note in amounts ranging from $25,000 to $100,000. The Company also issued 550,000 shares of the Company’s common stock in accordance with the private placement memorandum. The proceeds of the offering were allocated to the shares of common stock based on a recent cash offering price. The Company recorded a discount on the note payable of $55,000. The discount was amortized over the life of the note. The Company has agreed to register the common stock with the Securities and Exchange Commission within 180 days from closing. In September of 2007, the Company issued an additional 275,000 class A shares of stock in exchange for a one year extension on the notes payable to August 2008. Accordingly, the Company has recorded an additional discount on the note payable of $68,749, which will be amortized over the life of the notes. The notes matured as of August 2008, In September 2008 one note was extended until August 2010. During 2008, an investor converted their debt in the amount of 80,083 including accrued interest to 1,639,583shares of Class A at $.05 per share. The note was originally convertible at $.50 per share. The Company induced conversion by amending the terms to $.05 per share plus 25,000 shares and recorded a conversion expense of $8,896.

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Bedminster National Corp and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2008

(b)

During 2007, several private placements to investors were completed in the amounts ranging from $25,000 to $50,000 with interest payable (monthly in cash) at 10% percent per annum, with final payments due during 2008. These investors received a one year Convertible Promissory Note in the total amounts of in amounts ranging from $25,000 to $50,000. The Company also issued 205,000 shares of the Company’s common stock in accordance with the private placement memorandum. The proceeds of the offering were allocated to the shares of common stock based on a recent cash offering price. The Company recorded a discount on the note payable of $43,000. The discount will be amortized over the life of the note.

(c)

During 2008, a private placements to investors were completed in the amounts ranging of $25,000 to $500,000 with interest payable (monthly in cash) between 10% and 11% percent per annum, with final payments due during 2009 and 2010. The investors received a one year Convertible Promissory Note in amounts ranging from $25,000 to $500,000. The Company also issued 1,055,000 shares of the Company’s common stock in accordance with the private placement memorandum. The proceeds of the offering were allocated to the shares of common stock based on a recent cash offering price. The Company recorded a discount on the notes payable of $25,500. The discount will be amortized over the life of the notes.

NOTE 6 STOCKHOLDERS’ DEFICIT

(A) Common Stock Issued for debt

During 2008, the Company issued 288,000 shares in connection with payment of the Dutchess note with a fair value of $4,577 which was applied to interest expense.

In addition, the Company issued 1,000,000 shares of Class A common stock for a subscription agreement, consisting of 24 month notes which are convertible into shares of Class A common stock, and recorded a discount of $20,000. See Note 5.

( B) Common Stock Issued for convertible notes payable

During 2008, the Company issued 55,000 shares of Class A stock with a fair value of $5,500 in connection with a one year notes payable. This was recorded as debt discount. See Note 5.

( C) Issuance of Warrant

During 2008, in connection with the refinance of the Dutchess note payable (see note 4), the Company issued 8,584,000 warrants to purchase class A shares of common stock for $.0001 per share. The warrants have a five year life. In connection with the transaction, the Company recorded a debt discount in the amount of $42,500.

( D) Common Stock issued for services

During May, June, and September 2008, the Company issued 400,000 shares of Class A stock to Carmac Associates, Inc for services rendered valued at $14,000.

During August 2008, the Company issued 500,000 shares of Class A stock to consultant for services rendered valued at $5,000.

( E) Common Stock issued for conversion of debt

During 2008, an investor converted their debt in the amount of $89,624 including accrued interest to 1,639,583 shares of Class A at $.05 per share.

NOTE 7 RELATED PARTY TRANSACTIONS

The Company has entered into an employment agreement with the sole officer of the Company that became effective May 1, 2006. See Note 8 (A).

During 2008 and 2007, the Company entered into convertible notes payable transactions with stockholders for $550,000 and $125,000, respectively (See Note 5).

In October 2006, the Board of Directors agreed to pay Apogee Partners Ltd. a fee of $200,000 in cash for arranging the Dutchess Equity Line (see note 8(B)).

At times, a related party loans to Company’s subsidiary money to pay for operating expenses. At September 30, 2008 and December 31, 2007, $32,389 and $6,720, respectively, was due to the related party and included in accounts payable and accrued expenses.

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Bedminster National Corp and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2008

NOTE 8 COMMITMENTS AND CONTINGENCIES

(A) Employment Agreement

The Company has entered into an employment agreement with the sole officer of the Company that became effective May 1, 2006. The employment agreement ends December 31, 2015 and calls for an annual salary of $250,000 (which amount shall be increased by $35,000 when and if the Company’s revenues, based on the trailing twelve months over per forma basis, exceed $10,000,000 and there after increase by an additional $25,000 for each proforma revenue increase of $10,000,000), which salary shall increase by no less then 5% annually. In the event of termination of employment without cause, the agreement provides that the Company shall pay severance equaling the greater of the balance of the term of the agreement or one year’s salary. In addition the CEO will receive a $600 per month automobile allowance, $100 cellular telephone allowance, a $200 home office allowance and a professional fee allowance of $100 per month. The CEO will also earn an annual bonus of 10% of the annual adjusted EBITDA earnings. The Bonus will be paid 65% in cash and 35% in Common Shares – A class at the annual average stock price. The CEO is also entitled to all employee benefits and life insurance in the amount of $3,000,000. The agreement also calls for the CEO to receive a lump sum payment of 300% of his annual salary upon death or termination during the term of the agreement.

The Company has entered into an employment agreement with Seller of MCC whereby an aggregate $200,000 and 1,000,000 shares of Class A Common Stock of BNC can be earned by the Seller if certain income is earned over the next two years.

(B) Consulting Fee

In October 2006, the Board of Directors agreed to pay Apogee Partners Ltd. a fee of $200,000 in cash for arranging the Dutchess Equity Line. A portion of such fee shall be paid from time to time only when the Board of Directors determines the Company has sufficient operating funds and only when there is an amount of operating funds remaining after such payment equal to any such payment. Apogee is affiliated with our CEO Mr. Patrizio. For the nine months ended September 30, 2008 and 2007, the Company paid $97,500 and $2,000, respectively and is included in professional fee expense. As of September 30, 2008, $102,500 is due to Apogee Partners under the agreement.

The Company leases offices under a lease agreement expiring in December 31, 2008, requiring rental payments of approximately $65,000 per annum. Rent expense during the nine months ended September 30, 2008 was approximately $50,000.

NOTE 9 EQUITY INVESTMENT AGREEMENT

On June 29, 2006, the Company entered into an Investment Agreement (the “Agreement”) with Dutchess Private Equities Fund II, LLP (“Dutchess”) to provide the Company with an equity line of credit. Pursuant to this Agreement, upon effectiveness of the registration statement, Dutchess is contractually obligated to purchase up to $10,000,000 of the Company’s Stock over the course of 36 months (“Line Period”), after a registration statement has been declared effective (“Effective Date”). The amount that the Company shall be entitled to request from each of the purchase “Puts”, shall be equal to either 1) $100,000 or 2) 200% of the average daily volume (U.S market only) (“ADV”), multiplied by the average of the three (3) daily closing prices immediately preceding the Put Date. The ADV shall be computed using the ten (10) trading days prior to the Put Date. The Purchase Price for the common stock identified in the Put Notice shall be set at ninety-five percent (95%) of the lowest closing bid price of the common stock during the Pricing Period. The Pricing Period is equal to the period beginning on the Put Notice Date and ending on and including the date that is five (5) trading days after such Put Notice Date.

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Bedminster National Corp and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2008

There are put restrictions applied on days between the Put Date and the Closing Date with respect to that Put. During this time, the Company shall not be entitled to deliver another Put Notice. The Company shall automatically withdraw that portion of the put notice amount, if the Market Price with respect to that Put does not meet the Minimum Acceptable Price. The Minimum Acceptable Price is defined as seventy-five (75%) of the lowest closing bid price of the common stock for the three (3) trading days prior to the Put Date. During the nine months ending September 30, 2008, the Company has issued 288,000 shares and value at $4,577 and recorded it as interest expense.

NOTE 10 BUSINESS AQUISITION

On July 3, 2007, Bedminster National Corp entered into a Stock Purchase Agreement (“Agreement”) with Metropolitan Computing Corporation, a New Jersey Corporation (“MCC”) and Seller in which the Company acquired eighty (80%) percent of the issued and outstanding shares of MCC. In consideration for the purchase of the shares of MCC, the Company agreed to pay up to a total of Eight Hundred Thousand Dollars ($800,000) plus 1,000,000 shares of our Class A Common Stock; provided, however, that such Purchase Price will be adjusted in accordance with terms of the Agreement. The Company paid the Purchase Price in the following manner: (i) Three Hundred Thousand and 00/100 Dollars ($300,000) at Closing, and (ii) Three Hundred Thousand and 00/100 Dollars ($300,000) paid by a Buyer Promissory Note delivered at the Closing, and (iii) an aggregate of Two Hundred Thousand and 00/100 Dollars and 1,000,000 shares of our Class A Common Stock to be earned by Seller and paid by Buyer in accordance with the Agreement. At September 30, 2008, the Company does not anticipate the seller earning these additional amounts due under contract and has accordingly not recorded the contingent purchase price. The Company used the proceeds from the July 3, 2007 Promissory Note with Dutchess Private Equities Fund, Ltd. for the initial payment to Seller.

Bedminster National Corp also provided a revolving credit line (“Line”) to MCC at closing of four hundred thousand dollars ($400,000). The Line provides for an interest rate of eight (8%) percent, and interest and principal will be repaid to us annually. The loan is eliminated in consolidation. At any time after the third anniversary of the Closing provided that the Line has been repaid, Seller may put his remaining shares of MCC (“Sellers’ Shares”) to BNC and the Company must purchase Seller’s Shares at the Put Price. The Put Price is the per share amount based upon the average of two most recent years of MCC’s audited annual EBITDA multiplied by six (6) and divided by five (5) or $200,000, whichever is greater (the “Put Amount”). The Put Amount will be paid to Seller in cash in three (3) equal annual payments. Also, the Company entered into an employment agreement with Seller which provides for a five (5) year term and have mutually agreed to salary, benefits and other standard provisions including a non-compete clause.

The preliminary allocation of the total purchase price of MCC’s net tangible and identifiable assets was based on their estimated fair value as of July 3, 2007. The total purchase price of $ 603,840 has been allocated as follows:


CASH	$	44,291
ACCOUNTS RECEIVABLE		85,006
INVENTORY		110,518
EMPLOYEE LOAN RECEIVABLE		16,167
NET PROP AND EQUIP		52,838
CUSTOMER LIST		373,400
TECHNOLOGY RIGHTS		275,000
TOTAL ASSETS	$	957,220

ACCOUNTS PAYABLE	$	91,054
LINES OF CREDIT		112,326
MINORITY INTEREST		150,000
TOTAL LIABILITIES	$	353,380

PURCHASE PRICE		603,840
	$	957,220

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Bedminster National Corp and Subsidiaries

Notes to Consolidated Financial Statements

As of September 30, 2008

The following un-audited pro-forma summary presents the results of operations as if the MCC, Inc acquisition described above had occurred as of the beginning of each of the periods presented below and is not necessarily indicative of the results that would have occurred had the transactions been completed as of that date or results that may occur in the future.

Pro-forma results for the nine months ended September 30, 2007 are as follow:

Gross revenues	$	1,093,362
Cost of goods sold	$	1,067,720
Total expenses	$	1,092,946

Net loss from continuing operations before minority interest		(1,067,304	)
Minority interest share of loss		83,518

Net loss from continuing operations		(983,786	)
Discontinued operations		(258,819	)
Net loss	$	(1,242,605	)

Earnings per share	$	(0.14	)
Weighted average shares outstanding		9,083,091

NOTE 11 SUPPLEMENTAL CASH FLOW INFORMATION

(a)	Supplemental Cash Flow Information

	2008		2007
Cash paid for income taxes	$	520	$	-0-
Cash paid for interest	$	32,516	$	13,025

(b)	Supplemental disclosure of non cash investing and financing activities

	2008		2007
Stock issued for debt discount	$	25,500	$	-0-
Warrant issued for debt discount	$	42,500	$	-0-
Accrued interest converted to
additional notes payable	$	63,676	$	-0-
Stock issued for conversion of notes payable	$	80,083	$	-0-

NOTE 12 SUBSEQUENT EVENT

The Company issued 36,000 Class A Common Shares under the consulting agreement for services rendered in the fourth quarter of 2008.

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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The information contained in Item 2 contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results may materially differ from those projected in the forward-looking statements as a result of certain risks and uncertainties set forth in this report. Although management believes that the assumptions made and expectations reflected in the forward-looking statements are reasonable, there is no assurance that the underlying assumptions will, in fact, prove to be correct or that actual results will not be different from expectations expressed in this report.

Acquisition of Metropolitan Computing Corporation

On July 3, 2007, we entered into a Stock Purchase Agreement (the “Agreement”) with Metropolitan Computing Corporation, a New Jersey Corporation (“MCC”) from its owner (the “Seller”) in which we acquired eighty (80%) percent of the issued and outstanding shares of MCC. Pursuant to the Agreement, MCC became our subsidiary. The closing of the transactions contemplated by the Agreement was subject to customary closing conditions, including the delivery of financial statements by MCC. In consideration for the purchase of the shares of MCC, we paid a total of Eight Hundred Thousand Dollars ($800,000.00) plus 1,000,000 shares of our Class A Common Stock; provided, however, that such Purchase Price will be adjusted in accordance with terms of the Agreement. We paid the Purchase Price in the following manner: (i) Three Hundred Thousand and 00/100 dollars ($300,000.00) at Closing; and (ii) Three Hundred Thousand and 00/100 dollars ($300,000.00) by a Buyer Promissory Note delivered at the Closing; and (iii) an aggregate of Two Hundred Thousand and 00/100 dollars and 1,000,000 shares of the Class A Common Stock to be earned by Seller and paid by Buyer in accordance with the Agreement. The Company used the proceeds from the July 3, 2007 Promissory Note with Dutchess Private Equities Fund, Ltd. for the initial payment to Seller.

Results of Operations

For the three and nine months ended September 30, 2008 and 2007

Revenues

For the nine months ended September 30, 2008 our revenue increased by $ 659,239 to $ 990,783 as compared to $331,544 for the nine months ended September 30, 2007. For the three months ended September 30, 2008 our revenue increased by $135,704 to $330,044 as compared to $194,340 for the three months ended September 30, 2007. These increases were primarily attributable to the July 3, 2007 acquisition of MCC.

Operating Expenses

Total Operating Expenses for the nine months and the quarter ended September 30, 2008 were $1,334,419 and $404,557, respectively, an increase of $725,754 and $60,034 respectively, as compared to $608,665 and $344,523, respectively, for the nine and three month periods ended September 30, 2007. These changes were primarily attributable to the July 3, 2007 acquisition of MCC.

Net Loss

Our net loss from operations for the nine month period and the quarter ending September 30, 2007 was $998,661 and $683,434, respectively, as compared to net loss from operations for the nine month period and the quarter ending September 30, 2008 of $1,289,920 and $507,351, respectively.

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Liquidity and Capital Resources

The Company is currently financing its operations primarily through cash generated by financing activities in the form of convertible notes and equity investments. At September 30, 2008, the Company had cash and cash equivalents of $14,427.

In January 2006, Signature Bank approved a $50,000 line of credit for the Company. The line provides an interest rate of 1% above the prime rate (9.25% as of September 30, 2008) on all outstanding amounts and requires monthly payments of 1/36 of all principal amounts outstanding under the line plus interest. The CEO has personally guaranteed the line and there is $49,442 outstanding under the line as of the date hereof.

In March 2008, Team Capital Bank approved a $50,000 line of credit. The line provides an interest rate of 1.0% over prime (6% at September 30, 2008) on all outstanding amounts. $50,000 was outstanding under the line on September 30, 2008. The CEO has personally guaranteed the line.

PNC Bank has approved a $50,000 line of credit for the Company’s subsidiary (MCC). The line provides an interest rate of .75% over Prime (6% at September 30, 2008) on all outstanding amounts. $50,476 was outstanding under the line as of the date hereof. Such line of credit is unsecured.

Sovereign Bank has approved a $200,000 line of credit for the Company’s subsidiary (MCC). The line provides an interest rate of 1.49% over Prime (7.49% at September 30, 2008) on all outstanding amounts. $99,945 was outstanding under the line as of the date hereof. Such line of credit is unsecured.

Wachovia Bank has approved a $35,000 line of credit for the Company’s subsidiary (MCC). The line provides an interest rate that fluctuates with the prime rate (6.75% at September 30, 2008) on all outstanding amounts. $34,480 was outstanding under the line as of the date hereof. Such line of credit is unsecured.

In August, 2006 the Company filed a registration statement with the SEC which was declared effective in September 2006 registering a $10 million Investment Agreement with Dutchess Private Equities Fund, Ltd. of Boston along with the shares of Class A Common Stock issued to investors in connection with the private placement in August 2006. Under the terms of the Investment Agreement, the Company may elect to receive as much as $10 million from Dutchess through common stock purchases by Dutchess over the next three years.

On July 3, 2007, the Company issued to promissory note to Dutchess Private Equities Fund, Ltd. (the “Investor”) for $1,375,000 (“Face Amount”) which has a two-year term and bears annual interest at 12%. The closing of and release of proceeds of the Promissory Note were subject to our completion of the acquisition of MCC and the transaction closed simultaneously. Pursuant to this Note, we are required to make mandatory payments to the Investor in the amount of $20,000 upon closing of the funding and then $30,000 on August 1, 2007, $40,000 on September 1, 2007, $50,000 per month for October 1, 2007 through June 1, 2008 and then $70,000 each month from July 1, 2007 until the face amount of the loan is paid in full. In the event of default of this Note, the Investor may declare the entire unpaid principal balance of this Note, together with interest accrued, immediately due and payable at the place of payment, without presentment, protest, notice or demand, all of which are expressly waived. In addition, pursuant to the Note with the Investor, we issued 1,875,000 shares of Class A Common Stock with a fair value of $337,500 and paid fees of $100,000 which were deducted from the proceeds of the Note. The note payable is secured by the assets of the Company and its subsidiary (MCC).

On January 14, 2008, the Company entered into an amendment to its (i) Promissory Note between Dutchess Private Equities Fund, Ltd. (“Dutchess”), on the one hand (“Promissory Note”); and (ii) the Security Agreement dated June 26, 2007 between Dutchess and the Company Metropolitan Computing Corp. (“MCC”) (collectively, the “Agreements”). Pursuant to the amendment the parties agreed to the following:

The Agreements remain in full force and effect, except as set forth below, and any other financing agreements between Dutchess and Bedminster remain in full force and effect and are not effected in any way by this Amendment.

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Bedminster shall provide a warrant to Dutchess to purchase up to 8,584,000 shares of common stock with an exercise price of par.

Paul Patrizio, and those entities under the control of Mr. Patrizio pledged all Bedminster shares held by them, (the “Shares”), to Dutchess.

Bedminster acknowledges that it has failed to make at least three required payments under the Promissory Note, totaling approximately $147,005, and that its current indebtedness to Dutchess is approximately $1,327,611.92 as of January 10, 2008.

Bedminster shall timely make the payments set forth below to Dutchess with monthly payments due on or before the first day of each month:

January 15, 2008	Five thousand dollars ($5,000)/month
February 1, 2008 – April 1, 2008	Five thousand dollars ($5,000)/month
May 1, 2008 – June 1, 2008	Interest only payments based upon outstanding principal on the Promissory Note/month
July 1, 2008 – December 1, 2008	Twenty-five thousand dollars ($25,000)/month
January 1, 2009 – March 1, 2009	Forty thousand dollars ($40,000)/month
April 1, 2009 – June 1, 2009	Fifty thousand dollars ($50,000)/month
July 1, 2009 and each month	Seventy thousand dollars ($70,000)/month
thereafter until the Face Amount is paid in full

If, at any time after Closing, the Company receives financing from a third party (excluding Dutchess), the Company is required to pay to Dutchess twenty percent (20%) of the proceeds raised from the third party up to an aggregate amount of $3,000,000 (the “Threshold Amount”), and 100% of the proceeds raised from the third party in excess of the Threshold Amount. The Company agrees to pay twenty percent (20%) of any proceeds raised by the Company up to the Threshold Amount and one hundred percent (100%) of any proceeds raised by the Company in excess of the Threshold Amount toward the Accelerated Repayment of the Promissory Note with Interest until such time as the Face Amount of the Promissory Note, including accrued interest and penalties, has been paid in full.

The Company and Patrizio acknowledge that the failure to meet any of the obligations as described herein constitutes an Event of Default under the Agreements, and that in the Event of Default, the Escrow Agent shall be obligated to deliver the Shares to Dutchess.

The Company is currently in default on this Promissory Note as of October 1, 2008; however; management is in discussion with Dutchess to renegotiate the terms of this Note.

On July 3, 2007, the Company issued a promissory note to the principal shareholder of MCC in the amount of $300,000 payable monthly over 36 months with an 8% interest rate. The Company has an outstanding balance as of September 30, 2008 of $262,471 and accrued interest of $15,434. The note is currently in default.

During the third quarter of 2008, we sold 55,000 registered shares of Class A Common Stock to Dutchess Private Equities Fund, Ltd. under the Investment Agreement for $679.

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We believe we can not currently satisfy our cash requirements for the next twelve months with our current cash and expected revenues from our current contract to provide consulting services and our bank lines and funds from our private financing. However, management plans to increase revenue and obtain additional financing in order to sustain operations for at least the next twelve months. We have already obtained some financing and sold shares to support our continued operations. However, completion of our plan of operation is subject to attaining adequate revenue. We cannot assure investors that adequate revenues will be generated. In the absence of our projected revenues, we may be unable to proceed with our plan of operations. Even without significant revenues within the next twelve months, we still anticipate being able to continue with our present activities, but we may require financing to potentially achieve our goal of profit, revenue and growth.

We plan to establish a source of revenues sufficient to cover our operating costs by acquiring additional companies that are generating positive cash flows from operating activities either at acquisition or projected to do so in the future, thereby furthering the objective of becoming profitable and generating positive cash flow from operating activities on a consolidated basis. The funds needed to continue operations over the next twelve months will be raised from accredited investors and/or institutional investors as in the previous financings. During this period, the Company will attempt to reduce or defer expenses until such time as the capital is available.

Our need for capital may change dramatically as a result of any additional business acquisition or combination transaction. There can be no assurance that we will identify any additional suitable business, product, technology or opportunity in the future. Further, even if we locate a suitable target, there can be no assurance that we would be successful in consuming any acquisition or business consolidation on favorable terms or that we will be able to profitably manage the business, product, or technology, if acquired or otherwise engaged. The Company intends to acquire cash flow positive companies of such size or number that will allow it to continue as a going concern. If we are unable to obtain debt and/or equity financing on reasonable terms, we could be forced to delay or scale back our plans for expansion. Consequently, there is substantial doubt about our ability to continue as a going concern.

Management intends to ask pertinent questions of the proposed candidates or opportunities in the course of its diligence phase. Management will rely heavily on a business plan, financial statements and projections, and management’s views of the future. Unless something comes to management’s attention, as a result of its review of the proposed candidate’s audited financial statements, which causes us to have serious concerns on the viability or integrity of the financial records and business projections, which would result in a disqualification of such candidate, a transaction would be approved by the Board of Directors. When a transaction requires shareholder approval, a shareholder meeting must be held and a shareholder vote taken. A proxy statement would be mailed to each shareholder informing them of the meeting and requesting their vote. However, in lieu of holding a meeting, a majority of shareholders may sign a Shareholder’s Resolution approving such transaction. If a meeting is not held, an information statement must be mailed to all of its shareholders informing them of the action taken by the majority shareholders.

As reflected in the accompanying financial statements, we have an accumulated deficit from inception of $2,296,990 and has a negative cash flow from operations of $659,966 for the nine months ended September 30, 2008. This raises substantial doubt about its ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company's ability to raise additional capital and implement its business plan. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional funding and implement its strategic plans may provide the opportunity for the Company to continue as a going concern

Discontinued Operations

On January 18, 2007, Bedminster National Corp. established two wholly owned subsidiaries (Bedminster Capital Corp, (“BCC’) a real estate management company and Bedminster Financial Corp, (“BFC”) an investment management company) in the State of Nevada. On August 31, 2007, both entities were spun-off from Bedminster National Corp. as a spin-off to shareholders. At the time of distribution BCC and BFC had net capital deficiencies of $258,819. The elimination of these net capital deficiencies was recorded as an increase to contributed capital.

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Transaction with Dutchess Private Equities Fund Ltd.

On June 29, 2006, we entered into an Investment Agreement (the “Agreement”) with Dutchess Private Equities Fund Ltd. (“Dutchess”) to provide us with an equity line of credit. Pursuant to this Agreement, upon effectiveness of this registration statement, Dutchess is contractually obligated to purchase up to $10,000,000 of the Company’s Stock over the course of 36 months (“Line Period”), after a registration statement has been declared effective (“Effective Date”). The amount that the Company shall be entitled to request from each of the purchase “Puts”, shall be equal to either 1) $100,000 or 2) 200% of the average daily volume (U.S market only) (“ADV”), multiplied by the average of the three (3) daily closing prices immediately preceding the Put Date. The ADV shall be computed using the ten (10) trading days prior to the Put Date. The Purchase Price for the common stock identified in the Put Notice shall be set at ninety-five percent (95%) of the lowest closing bid price of the common stock during the Pricing Period. The Pricing Period is equal to the period beginning on the Put Notice Date and ending on and including the date that is five (5) trading days after such Put Notice Date. There are put restrictions applied on days between the Put Date and the Closing Date with respect to that Put. During this time, the Company shall not be entitled to deliver another Put Notice.

The Company shall automatically withdraw that portion of the put notice amount, if the Market Price with respect to that Put does not meet the Minimum Acceptable Price. The Minimum Acceptable Price is defined as seventy-five (75%) of the lowest closing bid price of the common stock for the three (3) trading days prior to the Put Date.

In connection with the Agreement, we entered into a Registration Rights Agreement with Dutchess (“Registration Agreement”). Pursuant to the Registration Agreement, we were obligated to file a registration statement with the Securities and Exchange Commission covering the shares of common stock underlying the Investment Agreement within forty-five (45) days after the closing date. In addition, we were obligated to use all commercially reasonable efforts to have the registration statement declared effective by the SEC within ninety (90) days after the closing date. Such registration statement was filed and declared effective by the SEC within the time periods set forth above.

On July 3, 2007, we entered into a Stock Purchase Agreement (“Agreement”) with Metropolitan Computing Corporation, a New Jersey Corporation (“MCC”) and Michael Levin (“Seller”) in which we acquired eighty (80%) percent of the issued and outstanding shares of MCC. Pursuant to the Agreement, MCC became our subsidiary. The closing of the transactions contemplated by the Agreement was subject to customary closing conditions, including the delivery of financial statements by MCC. In consideration for the the purchase of the shares of MCC, we paid a total of Eight Hundred Thousand Dollars ($800,000.00) plus 1,000,000 shares of our Class A Common Stock; provided, however, that such Purchase Price will be adjusted in accordance with terms of the Agreement. We paid the Purchase Price in the following manner: (i) Three Hundred Thousand and 00/100 Dollars ($300,000.00) at Closing, and (ii) Three Hundred Thousand and 00/100 Dollars ($300,000.00) by a Buyer Promissory Note delivered at the Closing, and (iii) an aggregate of Two Hundred Thousand and 00/100 Dollars and 1,000,000 shares of the Class A Common Stock to be earned by Seller and paid by Buyer in accordance with the Agreement. The Company used the proceeds from the July 3, 2007 Promissory Note with Dutchess Private Equities Fund, Ltd. for the initial payment to Seller.

On July 3, 2007, we issued a promissory note to Dutchess Private Equities Fund, Ltd. (the “Investor”) for $1,375,000 (“Face Amount”) which has a two-year term and bears annual interest at 12%. The closing of and release of proceeds of the Promissory Note were subject to our completion of the acquisition of MCC and the transaction closed simultaneously. Pursuant to this Note, we are required to make mandatory payments to the Investor in the amount of $20,000 upon closing of the funding and then $30,000 on August 1, 2007, $40,000 on September 1, 2007, $50,000 per month for October 1, 2007 through June 1, 2008 and then $70,000 each month from July 1, 2008 until the face amount of the loan is paid in full. In the event of default of this Note, the Investor may declare the entire unpaid principal balance of this Note, together with interest accrued, immediately due and payable at the place of payment, without presentment, protest, notice or demand, all of which are expressly waived. In addition, pursuant to the Note with the Investor, we issued 1,875,000 shares of Class A Common Stock and we paid fees of $100,000 which was deducted from the proceeds of the Note. During the nine months ended September 30, 2008, we amortized $124,595 of the discount on the Promissory Note.

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On January 14, 2008, we entered into an amendment to its (i) Promissory Note dated June 26, 2007 between Dutchess Private Equities Fund, Ltd. (“Dutchess”), on the one hand (“Promissory Note”); and (ii) the Security Agreement dated June 26, 2007 between Dutchess and Metropolitan Computing Corp. (“MCC”) (collectively, the “Agreements”). Pursuant to the amendment the parties agreed to the following:

Bedminster shall provide a warrant to Dutchess to purchase up to 8,584,000 shares of common stock with an exercise price of par.

Paul Patrizio, and those entities under the control of Mr. Patrizio, pledged all Bedminster shares held by him, (the “Shares”), to Dutchess.

Bedminster shall timely make the payments set forth below to Dutchess with monthly payments due on or before the first day of each month:

January 15, 2008	Five thousand dollars ($5,000)/month
February 1, 2008 – April 1, 2008	Five thousand dollars ($5,000)/month
May 1, 2008 – June 1, 2008	Interest only payments based upon outstanding principal on the Promissory Note/month
July 1, 2008 – December 1, 2008	Twenty-five thousand dollars ($25,000)/month
January 1, 2009 – March 1, 2009	Forty thousand dollars ($40,000)/month
April 1, 2009 – June 1, 2009	Fifty thousand dollars ($50,000)/month
July 1, 2009 and each month	Seventy thousand dollars ($70,000)/month
thereafter until the Face Amount is paid in full

If, at any time after Closing, we receive financing from a third party (excluding Dutchess), we are required to pay to Dutchess twenty percent (20%) of the proceeds raised from the third party up to an aggregate amount of $3,000,000 (the “Threshold Amount”), and 100% of the proceeds raised from the third party in excess of the Threshold Amount. We agree to pay twenty percent (20%) of any proceeds raised by us up to the Threshold Amount and one hundred percent (100%) of any proceeds raised by us in excess of the Threshold Amount toward the Accelerated Repayment of the Promissory Note with Interest until such time as the Face Amount of the Promissory Note, including accrued interest and penalties, has been paid in full.

We acknowledge that the failure to meet any of the obligations as described herein constitutes an Event of Default under the Agreements, and that in the Event of Default, the Escrow Agent shall be obligated to deliver the Shares to Dutchess.

The Company is currently in default on this Promissory Note as of October 1, 2008; however; management is in discussion with Dutchess to renegotiate the terms of this Note.

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Critical Accounting Policies

Our significant accounting policies are summarized in Note 1 of our financial statements.

We have adopted the following accounting standards. While all of these significant accounting policies impact our financial condition, our views of these policies are critical. Policies determined to be critical are those policies that have the most significant impact on our financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates. Our management believes that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report:

Revenues include fees billed for consulting services on a month to month contract. These revenues are recognized as the services are performed. Revenues include fees billed for consulting services on a month to month contract. These revenues are recognized as the services are performed. Revenues include fees billed for consulting services on a month to month contract. These revenues are recognized as the services are performed. Revenues also include sales for pharmaceutical machines sold. These revenues are recognized when the machine is delivered to the customer.

Inventory consists primarily of parts and work in process products held for sale. Inventory, at year end, is stated at the lower of cost or market, with cost being determined on a first in/first out basis. In accordance with APB 28 14(a), the Company uses estimated gross profit rates to determine costs of goods sold during interim periods. This is different than the method used at annual inventory dates. The Company performs physical inventory counts when calculating year end inventory values. Historically, this has not resulted in any material adjustment to the cost of goods sold.

In December 2004, the FASB issued SFAS No. 123(R), "Share-Based Payment," which replaces SFAS No. 123 and supersedes APB Opinion No. 25. Under SFAS No. 123(R), companies are required to measure the compensation costs of share-based compensation arrangements based on the grant-date fair value and recognize the costs in the financial statements over the period during which employees are required to provide services. Share-based compensation arrangements include stock options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. In March 2005 the SEC issued Staff Accounting Bulletin No. 107, or "SAB 107". SAB 107 expresses views of the staff regarding the interaction between SFAS No. 123(R) and certain SEC rules and regulations and provides the staff's views regarding the valuation of share-based payment arrangements for public companies. SFAS No. 123(R) permits public companies to adopt its requirements using one of two methods. On April 14, 2005, the SEC adopted a new rule amending the compliance dates for SFAS 123R. Companies may elect to apply this statement either prospectively, or on a modified version of retrospective application under which financial statements for prior periods are adjusted on a basis consistent with the pro forma disclosures required for those periods under SFAS 123. Effective January 1, 2006, the Company has fully adopted the provisions of SFAS No. 123R and related interpretations as provided by SAB 107. As such, compensation cost is measured on the date of grant at their fair value. Such compensation amounts, if any, are amortized over the respective vesting periods of the option grant. The Company applies this statement prospectively.

Recent Accounting Pronouncements

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In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities - Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The Company as not elected to adopt the statement.

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements, an Amendment of ARB No. 51” (“ SFAS 160” ). SFAS 160 amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. An ownership interest in subsidiaries held by parties other than the parent should be presented in the consolidated statement of financial position within equity, but separate from the parent’s equity. SFAS 160 requires that changes in a parent’s ownership interest while the parent retains its controlling financial interest in its subsidiary should be accounted for similarly as equity transactions. When a subsidiary is deconsolidated, any retained noncontrolling equity investment in the former subsidiary should be initially measured at fair value, with any gain or loss recognized in earnings. SFAS 160 requires consolidated net income to be reported at amounts that include the amounts attributable to both the parent and the noncontrolling interest. It also requires disclosure, on the face of the consolidated income statement, of the amounts of consolidated net income attributable to the parent and to the noncontrolling interests. SFAS 160 is effective for fiscal years (including interim periods within those fiscal years) beginning on or after December 15, 2008 (October 1, 2009 for the Company). The Company is currently evaluating the impact SFAS 160 will have on its consolidated financial statements.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities” (SPEs).

Item 4T. Controls and Procedures

The Company's management evaluated, with the participation of its President, the effectiveness of the design/operation of its disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the SEC Act of 1934) as of September 30, 2008. Based on such evaluation, the President of the Company concluded that its disclosure controls and procedures are designed to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and regulations of the Securities and Exchange Commission and is not operating in an effective manner.

Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external reporting purposes in accordance with U.S. generally accepted accounting principles. Under the supervision and with the participation of management, including our President, we conducted a review, evaluation, and assessment of the effectiveness of our internal control over financial reporting as of December 31, 2007 based upon the criteria set forth in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

During management’s evaluation of internal controls over financial reporting, the following material weaknesses in the internal control over financial reporting procedures were found:

-	There is no Audit Committee in place as required by the Sarbanes-Oxley Act of 2002.
-	There is no Whistleblower Policy adopted and communicated to all staff and management.

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-	There are no controls in place to ensure complete and accurate recording of all trade payables, accrued liabilities and accrued purchases.
-	There are no controls in place to ensure complete and accurate preparation of the Statement of Cash Flows as they are currently not reviewed and re-calculated by a person other than the preparer.

-	There is no independent review of expenditures that are approved by the CEO by the Audit Committee to ensure validity of expenditures.
-	There is no independent review of expenditure classifications to ensure they are complete and accurate.
-	All spreadsheets that are used in connection with preparation of the financial statements are not independently re-calculated, reviewed and approved by management.
-	There is no independent review and re-calculation of stockholders’ equity section of the financial statement.

-	There is no independent review and re-calculation of investments in subsidiaries and other equity investment values represented in the financial statements.
-	There is no independent review by company management that financial statements are prepared in conformity with GAAP and SEC reporting requirements as well as related footnote disclosures based on current GAAP and SEC standards.

Based on the material weaknesses noted above, management concludes that the internal controls over financial reporting are not effective. Management will be undertaking remediation efforts on a cost-effective basis to remediate material weaknesses during the next fiscal year. Based on cost constraints not all material weaknesses are expected to be remediated. As a result, internal controls over financial reporting are expected to remain not effective until revenues from operations are sufficient to support additional internal controls and the formation of an audit committee.

There were no changes in internal control over financial reporting (as defined in Rules 13a-15(f) and 15(d)-15(f) under the SEC Act of 1934) identified in connection with the evaluation as of September 30, 2008 by the President, which occurred during the most recent fiscal quarter, which have materially affected, or are reasonably likely to materially affect, internal control over financial reporting

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

Currently we are not aware of any litigation pending or threatened by or against the Company.

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

The Company issued 500,000 Class A Shares during the third quarter for services rendered. Such Shares were issued pursuant to an exemption from registration under Section 4(2) of the Securities Act of 1933.

Item 3. Defaults Upon Senior Securities.

See Note 4 to the financial statements in connection with the acquisition debt for MCC.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information.

None

Item 6. Exhibits

(a) Exhibits

31.1 Certifications pursuant to Section 302 of Sarbanes Oxley Act of 2002

32.1 Certifications pursuant to Section 906 of Sarbanes Oxley Act of 2002

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SIGNATURE

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

	Bedminster National Corp

Date: November 19, 2008	By:	/s/ Paul Patrizio
		Paul Patrizio
		President, Chief Executive Officer, Chief Financial Officer

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BEDMINSTER NATIONAL CORP 10-Q