-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TlgOpDYrWp3+sZOjnSb0BXFAp8Q0sucJx1Kek3dj7mpll7ujYnM7YKp2PX6I6oNa Y0o4Ln5QBh7xUaFwKSqn6Q== 0001023175-08-000127.txt : 20080811 0001023175-08-000127.hdr.sgml : 20080811 20080811133406 ACCESSION NUMBER: 0001023175-08-000127 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20080630 FILED AS OF DATE: 20080811 DATE AS OF CHANGE: 20080811 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BINGHAM CANYON CORP CENTRAL INDEX KEY: 0001119897 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 510292843 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-31549 FILM NUMBER: 081005281 BUSINESS ADDRESS: STREET 1: #281, 369 E 900 S CITY: SALT LAKE CITY STATE: UT ZIP: 84111 BUSINESS PHONE: 8013232395 MAIL ADDRESS: STREET 1: #281, 369 E 900 S CITY: SALT LAKE CITY STATE: UT ZIP: 84111 10-Q 1 bc08q2e.htm QUARTERLY REPORT ON FORM 10Q FOR THE PERIOD ENDED JUNE 30, 2008 Converted by EDGARwiz




UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-Q



[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934


For the quarterly period ended June 30,  2008


[   ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934


For the transition period from ___ to ___


Commission file number: 000-31549


BINGHAM CANYON CORPORATION

(Exact name of registrant as specified in its charter)


Nevada

(State or other jurisdiction of incorporation or organization)

51-0292843

(I.R.S. Employer  Identification No.)

#281, 369 East 900 South, Salt Lake City, Utah

(Address of principal executive offices)

84111

(Zip Code)


Registrant’s telephone number, including area code:  (801) 323-2395


The registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act 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.   Yes  [X]   No [  ]


Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company:


Large accelerated filer [  ]

Non-accelerated filer [  ]

Accelerated filed [  ]

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 [X]   No [  ]


The number of shares outstanding of the registrant’s common stock as of July 31, 2008 was 19,150,000.










TABLE OF CONTENTS


PART I – FINANCIAL INFORMATION


Item 1.  Financial Statements

2

             Balance Sheets

3

             Statements of Operations

4

             Statements of Cash Flows

5

             Notes to the Financial Statements

6

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

7

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

8

Item 4.  Controls and Procedures

8


PART II – OTHER INFORMATION

Item 5.  Other Information

8

Item 6.  Exhibits

8

Signatures

9



PART I – FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS


The financial information set forth below with respect to our statements of operations for the three and six month periods ended June 30, 2008 and 2007 is unaudited.  This financial information, in the opinion of management, includes all adjustments consisting of normal recurring entries necessary for the fair presentation of such data.  The results of operations for the six month period ended June 30, 008, are not necessarily indicative of results to be expected for any subsequent period.  






Bingham Canyon Corporation


(A Development Stage Company)


Financial Statements


June 30, 2008






2






 

 

 

 Bingham Canyon Corporation

 

 

 

 

 

 

 (A Development Stage Company)

 

 

 

 

 

 

             Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

June 30

 

December 31

 

 

 

 

 

 

2008

 

2007

 

 

 

 

 

 

  (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

50 

$

1,156 

  Total Current Assets

 

 

 

 

50 

 

1,156 

 

 

 

 

 

 

 

 

 

  TOTAL ASSETS

 

 

 

 $

50 

 $

1,156 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

 

 

 $

56,450 

$

55,450 

  Total Current Liabilities

 

 

 

56,450 

 

55,450 

 

 

 

 

 

 

 

 

 

  Total Liabilities

 

 

 

 

56,450 

 

55,450 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock, $.001 par value; 100,000,000 shares

 

 

 

 

  authorized; 19,150,000 shares issued and outstanding

 

19,150 

 

19,150 

 

 

 

 

 

 

 

 

 

Additional Paid-in Capital

 

 

 

30,850 

 

30,850 

 

 

 

 

 

 

 

 

 

Deficit Accumulated During the Development Stage

 

(106,400)

 

(104,294)

 

 

 

 

 

 

 

 

 

  Total Stockholders' Deficit

 

 

 

(56,400)

 

(54,294)

 

 

 

 

 

 

 

 

 

  TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)

 $

50 

 $

1,156 









The accompanying notes are an integral part of these financial statements




3






Bingham Canyon Corporation

(A Development Stage Company)

Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

From

 

 

 

For the

 

For the

 

For the

 

For the

 

Inception on

 

 

 

three months

 

three months

 

six months

 

six months

 

February 27,

 

 

 

ended

 

Ended

 

ended

 

ended

 

1986 to

 

 

 

June 30,

 

June 30,

 

June 30,

 

June 30,

 

June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

2008

 

 

 

 

 

 

 

 

 

 

 

REVENUES

$

$

$

$

$

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

  General & Administrative

 

731 

 

7,092 

 

2,106 

 

8,092 

 

106,400 

 

 

 

 

 

 

 

 

 

 

 

 

    TOTAL EXPENSES

 

731 

 

7,092 

 

2,106 

 

8,092 

 

106,400 

 

 

 

 

 

 

 

 

 

 

 

 

    Net Operating Loss

 

(731)

 

(7,092)

 

(2,106)

 

(8,092)

 

(106,400)

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAXES

 

(731)

 

(7,092)

 

(2,106)

 

(8,092)

 

(106,400)

 

 

 

 

 

 

 

 

 

 

 

 

TAXES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$

(731)

$

(7,092)

$

(2,106)

$

(8,092)

$

(106,400)

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER SHARE

 $

0.00 

$

0.00 

$

0.00 

$

0.00 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

WEIGHTED AVERAGE

 

 

 

 

 

 

 

 

 

 

  SHARES OUTSTANDING

 

19,150,000 

 

19,150,000 

 

19,150,000 

 

19,150,000 

 

 





















The accompanying notes are an integral part of these financial statements




4






Bingham Canyon Corporation

(A Development Stage Company)

Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

From

 

 

 

 

 

 

Inception on

 

 

 

 

 

 

February 27

 

 

 

 

 

 

1986

 

 

For the six months ended

 

Through

 

 

June 30,

 

June 30,

 

 

 

 

 

2008

 

2007

 

2008

Cash Flows from Operating Activities 

 

 

 

 

 

 

  Net Loss

 

 

 

 $

(2,106)

 $

(8,092)

$

(106,400)

  Adjustment to reconcile net (loss) to cash provided

 

 

 

 

 

    (used) by operating activities:

 

 

 

 

 

 

 

    Depreciation & Amortization

 

 

 

 

17,000 

    Common stock issued for services rendered

 

 

 

33,000 

  Changes in assets and liabilities:

 

 

 

 

 

 

 

    Increase  in Accounts Payable

 

 

1,000 

 

9,700 

 

56,450 

 

 

 

 

 

 

 

 

 

 

  Net Cash Provided (Used) by Operating Activities

 

(1,106)

 

1,608 

 

50 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net Cash Provided (Used) by Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Net Cash Provided (Used) by Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease) in Cash

 

 

(1,106)

 

1,608 

 

50 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at Beginning of Period

 

1,156 

 

1,692 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at End of Period

 $

50 

 $

3,300 

 $

50 

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Stock issued for marketing rights

 

$

           - 

$

           - 

$

            17,000 

  Stock issued for services

 

$

$

$

33,000 

 

 

 

 

 

 

 

 

 

 

Cash Paid For:

 

 

 

 

 

 

 

 

    Interest

 

 

 

$

           - 

$

           - 

$

                     - 

    Income Taxes

 

 

$

           - 

$

           - 

$

                     - 








The accompanying notes are an integral part of these financial statements



5






Bingham Canyon Corporation

(A Development Stage Company)

Notes to the Financial Statements

June 30, 2008



GENERAL


Bingham Canyon Corporation (the Company) has elected to omit substantially all footnotes to the financial statements for the six months ended June 30, 2008 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on the Form

10-K for the twelve months ended December 31, 2007.


UNAUDITED INFORMATION


The information furnished herein was taken from the books and records of the Company without audit.  However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented.  The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.



6





In this report references to “Bingham Canyon,” “we,” “us,” and “our” refer to Bingham Canyon Corporation


FORWARD LOOKING STATEMENTS


The Securities and Exchange Commission (“SEC”) encourages companies to disclose forward-looking information so that investors can better understand future prospects and make informed investment decisions.  This report contains these types of statements.  Words such as “may,”  “intend,”  “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future operating results or financial performance identify forward-looking statements.  You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report.  All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward - -looking statements.


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


Executive Overview


We are a development stage company and have not recorded revenues from operations for the past two fiscal years.  During the next twelve months our management intends to actively seek an operating company to acquire or merge with which may provide operating revenue.  Based on current economic and regulatory conditions, management believes that it is possible, if not probable, for a company like ours, without many assets or liabilities, to negotiate a merger with or acquisition of a viable private company.  The opportunity arises principally because of the high legal and accounting fees and the length of time associated with the process of “going public.”  However, should a merger or acquisition prove unsuccessful, it is possible that we may decide not to pursue further merger/acquisition activities.


As of the date of this filing, we have not identified any assets or business opportunities for acquisition or merger.  Potential investors must recognize that our management may effect transactions having a potentially adverse impact upon our shareholders pursuant to the authority and discretion of our management to complete acquisitions without submitting any proposal to the stockholders for their consideration.  In addition, because we have limited capital available for investigation of business opportunities and management has limited experience in business analysis, we may not discover or adequately evaluate adverse facts about any particular business opportunity.  All risks inherent in new and inexperienced enterprises are inherent in our plan.


Financial Condition


We have had recurring operating losses for the past two fiscal years.  At June 30, 2008 we had cash of $50 and total liabilities of $56,450.  We spend approximately $10,000 per year for our operations and the majority of our expenses are related to the preparation of our periodic reports under the Exchange Act.  These expenses include legal, accounting and professional services and costs required to prepare and file our reports with the SEC.  We are unable to pay cash for these services and we will need to raise additional funds during the next twelve months.


Historically we have relied on loans to meet our cash requirements.  In the short term, we intend to rely on equity or debt transactions with third parties and/or related parties to provide additional capital. We may repay this debt with cash, if available, or may convert the debt into common stock.  We also may issue common stock for services rendered to us.


If we obtain a business opportunity, then it may be necessary to raise additional capital through the sale of our common stock.  We anticipate that the common stock will be issued  pursuant to exemptions to registration provided by federal and state securities laws.  The purchasers and manner of issuance will be determined according to our financial needs and the available exemptions from the registration requirements.  We do not currently intend to make a public offering of our stock.  We also note that if we issue more shares of our common stock, then our shareholders may experience dilution in the value per share of their common stock.




7








Off-Balance Sheet Arrangements


None.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


Not applicable.


ITEM 4T.  CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Exchange Act) that are designed to ensure that information required to be disclosed in our filings under the Exchange Act is recorded, processed, summarized and reported within the periods specified in the rules and forms of the SEC.  This information is accumulated to allow timely decisions regarding required disclosure.  Our President, who serves as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.  Based on that evaluation, he concluded that our disclosure controls and procedures were effective.


Management’s Report on Internal Control over Financial Reporting


Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act).  Management conducted an evaluation of the effectiveness of our internal control over financial reporting based on the criteria set forth in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Management determined that there were no changes made in our internal control over financial reporting during the second quarter of our 2008 fiscal year that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.


PART II – OTHER INFORMATION


ITEM 5. OTHER INFORMATION


During the second quarter of 2008, we submitted an application to the Financial Industry Regulatory Authority (“FINRA”) to obtain a listing for our common stock on the OTC Bulletin Board.   FINRA is currently reviewing our application and we are responding to FINRA’s requests for further information.  If we obtain  approval for a listing, then our common stock will be granted a trading symbol and may trade on the OTC Bulletin Board.


ITEM 6.  EXHIBITS


Part I Exhibits

No.

Description

31.1

Principal Executive Officer Certification

31.2

Principal Financial Officer Certification

32.1

Section 1350 Certification


Part II Exhibits


No.

Description

3(i)

Articles of Incorporation (Incorporated by reference to exhibit 3.1 of Form 10-SB, filed September 18, 2000)

3(ii)

Bylaws of  Bingham Canyon (Incorporated by reference to exhibit 3.3 of Form 10-SB, filed September 18, 2000)





8






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 thereunto duly authorized.


BINGHAM CANYON CORPORATION




By:  /s/ Brett D. Mayer       

             Brett D. Mayer

             President and Director

             Principal Financial Officer





Date: August 11, 2008




9



EX-31.1 2 bc08june10qex311.htm PRINCIPAL EXECUTIVE OFFICER CERTIFICATION Converted by EDGARwiz

Exhibit 31.1


PRINCIPAL EXECUTIVE OFFICER CERTIFICATION


I, Brett D. Mayer, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of Bingham Canyon Corporation;


2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this report;


3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.


4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.  The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):


(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 11, 2008


/s/ Brett D. Mayer

Brett D. Mayer

Principal Executive Officer




EX-31.2 3 bc08june10qex312.htm PRINCIPAL FINANCIAL OFFICER CERTIFICATION Converted by EDGARwiz

Exhibit 31.2

PRINCIPAL FINANCIAL OFFICER CERTIFICATION


I, Brett D. Mayer, certify that:


1.   I have reviewed this quarterly report on Form 10-Q of Bingham Canyon Corporation;


2.   Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statement made, in light of the circumstances under which statements were made, not misleading with respect to the period covered by this report;


3.   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report.


4.   The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))  and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)  Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)  Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)  Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)  Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.   The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):


(a)  All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)  Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date: August 11, 2008



/s/ Brett D. Mayer

Brett D. Mayer

Principal Financial Officer



EX-32.1 4 bc08june10qex321.htm SECTION 1350 CERTIFICATION Converted by EDGARwiz

Exhibit 32.1



Bingham Canyon Corporation


CERTIFICATION OF PERIODIC REPORT

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

18 U.S.C. Section 1350


The undersigned executive officer of Bingham Canyon Corporation certifies pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 that:


1.

the quarterly report on Form 10-Q of Bingham Canyon Corporation for the quarter ended June 30, 2008 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


2.

the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of Bingham Canyon Corporation.



Date: August 11, 2008



/s/ Brett D. Mayer

Brett D. Mayer

Principal Executive Officer

Principal Financial Officer





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