SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

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FORM 8-K

~~__________~~______________

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF OF REPORT (DATE OF EARLIEST EVENT REPORTED): ~~January~~February 1429, 2008

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BEDMINSTER NATIONAL CORP.

(EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

NEVADA	333-127329	20-2779605
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

______________

90 Washington Valley Road

NEVADA	000-52191	20-2779605
(STATE OR OTHER JURISDICTION OF INCORPORATION OR ORGANIZATION)	(COMMISSION FILE NO.)	(IRS EMPLOYEE IDENTIFICATION NO.)

~~Bedminster,~~90 ~~New~~WASHINGTON ~~Jersey 07921~~VALLEY ROAD

BEDMINSTER, NEW JERSEY 07921

(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)

(908) 719-~~8941~~8940

(ISSUER TELEPHONE NUMBER)

~~(FORMER~~FORWARD ~~NAME~~LOOKING ~~AND ADDRESS)~~STATEMENTS

~~Check~~This Form 8-K and other reports filed by Registrant from time to time with the ~~appropriate~~Securities and ~~box~~Exchange ~~below~~Commission if(collectively the “Filings”) contain or may contain ~~Form~~forward ~~8-K~~looking ~~filing~~statements isand ~~intended~~information that are based upon beliefs of, and information currently available to, ~~simultaneously~~Registrant’s ~~satisfy~~management as well as estimates and assumptions made by Registrant’s management. When used in the ~~filing~~filings ~~obligation~~the words “anticipate”, “believe”, “estimate”, “expect”, “future”, “intend”, “plan” or the negative of these terms and similar expressions as they relate to Registrant or Registrant’s management identify forward looking statements. Such statements reflect the ~~registrant~~current ~~under~~view of Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to Registrant’s industry, Registrant’s operations and results of operations and any businesses that may be acquired by Registrant. Should one or more of these risks or uncertainties materialize, or should the ~~following~~underlying ~~provisions~~assumptions ~~(seeGeneral~~prove ~~Instruction~~incorrect, ~~A.2.~~actual results may differ significantly from those anticipated, ~~below):~~believed, estimated, expected, intended or planned.

[Although ]Registrant ~~Written~~believes ~~communications~~that ~~pursuant~~the toexpectations reflected in the forward looking ~~Rule~~statements ~~425~~are ~~under~~reasonable, Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the ~~Securities~~securities ~~Act~~laws ~~(17~~of ~~CFR~~the ~~230~~United States, Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results.~~425)~~

[ITEM ~~] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240~~8.~~14a-12)~~01 OTHER EVENTS

[On ]February ~~Pre-commencement~~29, ~~communications pursuant~~2008, the Company entered into a Letter of Intent to ~~Rule~~acquire ~~14d-2~~eighty (b80%) ~~under~~percent of the ~~Exchange~~outstanding ~~Act~~shares ~~(17~~of ~~CFR~~another company for approximately ~~240.14d~~$16,000,000 to be paid in a combination of cash, mandatory redeemable convertible preferred stock and an earn-2out by the Seller pursuant to which the Seller will receive forty (b40%)) percent of distributions made by the acquired company.

[At any ]time ~~Pre-commencement~~after ~~communications~~the fifth anniversary of the Closing, the Seller may put the balance ~~pursuant~~of his shares to ~~Rule~~the ~~13e-4(c)~~Company ~~under~~and the ~~Exchange~~Company ~~Act~~must ~~(17~~purchase ~~CFR~~the Seller ~~240~~Shares.~~13e-4~~ Also, the Company will enter into an Employment Agreement with the Seller which will provide for a five (c5)) year term and have mutually agreed to salary, benefits and other standard provisions including a non-compete clause.

~~Item~~Pursuant ~~1.01 Entry~~to ~~Into~~the letter of intent, the parties have sixty (60) days to complete their due diligence and execute a ~~Material~~definitive ~~Definitive~~purchase agreement or the letter of intent is ~~Agreement~~terminated.

OnITEM ~~January 14, 2008, the Company entered into an amendment to its (i) Promissory Note dated June 26, 2007 between Dutchess Private Equities Fund, Ltd~~9.01 FINANCIAL ~~(“Dutchess”), on the one hand (“Promissory~~STATEMENT ~~Note”);~~AND ~~and (ii) the Security Agreement dated June 26, 2007 between Dutchess and the Company Metropolitan Computing Corp~~EXHIBITS. ~~(“MCC”) (collectively, the “Agreements”). Pursuant to the amendment the parties agreed to the following:~~

1.(a) Financial Statements ~~The~~of ~~Agreements~~Business 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 AmendmentAcquired.

2Not applicable. ~~Bedminster shall provide a warrant to Dutchess to purchase up to 8,584,000 shares of common stock with an exercise price of par.~~

~~3. Paul Patrizio, and those entities under the control of Mr. Patrizio pledged all Bedminster shares held by them,~~ (~~the “Shares”~~b), Pro Forma toFinancial ~~Dutchess~~Information.

4Not applicable. 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.

5(c) Exhibits. ~~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

None.

6. 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.

7. 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.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of business acquired:

None

(b) Exhibits

NUMBER	EXHIBIT
10.1	Letter of Amendment
10.2	Warrant No. January 2008 101
10.3	Share Pledge Agreement
10.4	Escrow Agreement

SIGNATURES

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

Bedminster National Corp. By: /s/ Paul Patrizio PAUL PATRIZIO ~~CEO~~President

Dated: ~~January~~March 1810, 2008

Filing Compare · BEDMINSTER NATIONAL CORP