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EX-32.1 - SECTION 1320 CERTIFICATION - BINGHAM CANYON CORPbghm_09q3ex32.htm
EX-31.2 - PRINCIPAL FINANCIAL OFFICER CERTIFICATION - BINGHAM CANYON CORPbghm_09q3ex312.htm
EX-31.1 - PRINCIPAL EXECUTIVE OFFICER CERTIFICATION - BINGHAM CANYON CORPbghm_09q3ex311.htm

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, 2009


[   ]

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)


(801) 323-2395

(Registrant’s telephone number, including area code)

  

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     

Yes  [X]   No [  ]


Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).   Yes  [  ]   No [  ]


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

Large accelerated filer [  ]

Non-accelerated filer [  ]

Accelerated filer [  ]

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 October 26, 2009, 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 4T.  Controls and Procedures

8


PART II – OTHER INFORMATION


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 nine month periods ended September 30, 2009 and 2008 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 nine month period ended September 30, 2009, are not necessarily indicative of results to be expected for any subsequent period.  





BINGHAM CANYON CORPORATION


(A Development Stage Company)


Financial Statements


September 30, 2009




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Bingham Canyon Corporation

(A Development Stage Company)

Balance Sheets

 

 

 

 

 

 

 

 

 

ASSETS

 

 

 

 

 

 

September 30,

 

December 31,

 

 

 

 

 

 

2009

 

2008

 

 

 

 

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash

 

 

 

 

$

  1,140 

$

          156 

      Total Current Assets

 

 

 

 

1,140 

 

156 

 

 

 

 

 

 

 

 

 

      TOTAL ASSETS

 

 

 

$

       1,140 

$

           156 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts Payable

 

 

 

$

        64,450 

$

      59,450 

      Total Current Liabilities

 

 

 

64,450 

 

59,450 

 

 

 

 

 

 

 

 

 

      Total Liabilities

 

 

 

 

64,450 

 

59,450 

 

 

 

 

 

 

 

 

 

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

 

(113,310)

 

(109,294)

 

 

 

 

 

 

 

 

 

      Total Stockholders' Deficit

 

 

 

(63,310)

 

(59,294)

 

 

 

 

 

 

 

 

 

      TOTAL LIABILITIES AND STOCKHOLDERS' (DEFICIT)

$

     1,140 

$

           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

 

 

 

 

 

 

 

 

 

 

 

Inception on

 

 

 

 

 

 

 

 

 

 

 

February 27,

 

 

 

For the three months ended

 

For the nine months ended

 

1986 to

 

 

 

Sept. 30,

 

Sept. 30,

 

Sept. 30,

 

 

 

2009

 

2008

 

2009

 

2008

 

2009

 

 

 

 

 

 

 

 

 

 

 

 

REVENUES

$

          - 

$

`

$

      - 

$

                 - 

$

           - 

 

 

 

 

 

 

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

  General & Administrative

 

987 

 

2,532 

 

4,016 

 

4,638 

 

113,310 

 

 

 

 

 

 

 

 

 

 

 

 

    TOTAL EXPENSES

 

987 

 

2,532 

 

4,016 

 

4,638 

 

113,310 

 

 

 

 

 

 

 

 

 

 

 

 

    Net Operating Loss

 

(987)

 

(2,532)

 

(4,016)

 

(4,638)

 

(113,310)

 

 

 

 

 

 

 

 

 

 

 

 

LOSS BEFORE TAXES

 

(987)

 

(2,532)

 

(4,016)

 

(4,638)

 

(113,310)

 

 

 

 

 

 

 

 

 

 

 

 

TAXES

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

$

        (987)

$

         (2,532)

$

    (4,016)

$

       (4,638)

$

    (113,310)

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS PER SHARE

$

         - 

$

           - 

$

       - 

$

         - 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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,

 

 

 

 

 

For the nine months ended

 

1986

 

 

 

 

 

September 30,

 

Through

 

 

 

 

 

2009

 

2008

 

Sept. 30, 2009

 

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities

 

 

 

 

 

 

Net Loss

 

 

 

$

(4,016)

$

(4,638)

$

(113,310)

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

 

 

5,000 

 

4,000 

 

64,450 

 

 

 

 

 

 

 

 

 

 

  Net Cash Provided (Used) by Operating Activities

984 

 

(638)

 

1,140 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities

 

 

 

 

 

 

 

 

 

 

 

 

 

Increase (Decrease) in Cash

 

 

984 

 

(638)

 

1,140 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at Beginning of Period

156 

 

1,156 

 

 

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents at End of Period

$

1,140 

$

518 

$

1,140 

 

 

 

 

 

 

 

 

 

 

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

September 30, 2009




NOTE 1 -BASIS OF FINANCIAL STATEMENT PRESENTATION


The accompanying unaudited condensed financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations.  The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements.  Although management believes the disclosures and information presented are adequate to make the information not misleading, it is suggested that these interim condensed financial statements be read in conjunction with the Company’s audited financial statements and notes thereto included in its December 31, 2008 Annual Report on Form 10-K.  Operating results for the nine-months ended September 30, 2009 are not necessarily indicative of the results to be expected for year ending December 31, 2009.








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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 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, management believes the struggling global economy will restrict the number of business opportunities available to us and will restrict the cash available for such transactions.  There can be no assurance in the current economy that we will be able to acquire an interest in an operating company.  If a merger or acquisition proves unsuccessful, then 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 and, historically, we have relied on loans to meet our cash requirements.  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 borrow or raise additional funds during the next twelve months.


At September 30, 2009 we had cash of $1,140 and total liabilities of $64,450.  In the short term, we intend to rely on debt or equity transactions with third parties and/or related parties to provide operating capital.  We may repay this debt with cash, if available, or we may convert the debt into common stock.  We also may issue common stock in consideration for services rendered to us.



7





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 the common stock they hold.


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 and determined that there were no changes made in our internal control over financial reporting during the third quarter of our 2009 fiscal year that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.


PART II – OTHER INFORMATION


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: October 29, 2009




9