Attached files
| file | filename |
|---|---|
| EX-99.1 - EXHIBIT 99.1 - PCT LTD | bghm0831form8kexh99_1.htm |
| EX-99.2 - EXHIBIT 99.2 - PCT LTD | bghm0831form8kexh99_2.htm |
| EX-16.1 - EXHIBIT 16.1 - PCT LTD | bghm0831form8kexh16_1.htm |
| 8-K - FORM 8-K - PCT LTD | bghm0831form8k.htm |
EXHIBIT 99.3
Bingham Canyon Corporation
Pro-Forma Consolidated Financial Statements
For the Six Months Ended June 30, 2016
(Unaudited – Prepared by Management)
CONTENTS
| Pro-Forma Balance Sheets (Unaudited) as of June 30, 2016 | 2 |
| Pro-Forma Statement of Operations (Unaudited) for the Six Months Ended June 30, 2016 | 3 |
| Pro-Forma Statement of Operations (Unaudited) for the Year Ended December 31, 2015 | 4 |
| Notes to the (Unaudited) Pro-Forma Financial Statements | 5-7 |
Bingham Canyon Corporation
Unaudited Pro-Forma Condensed Balance Sheets
As of June 30, 2016
| Bingham Canyon Corporation | Paradigm Convergence Technologies Corporation | Pro-Forma Adjustments | Pro-Forma Consolidated | |||||||||||||
| ASSETS | ||||||||||||||||
| CURRENT ASSETS | ||||||||||||||||
| Cash | $ | 459 | $ | 34,158 | $ | — | $ | 34,617 | ||||||||
| Accounts receivable | — | 34,074 | — | 34,074 | ||||||||||||
| Inventory | — | 82,909 | — | 82,909 | ||||||||||||
| Prepaid expenses | — | 10,145 | — | 10,145 | ||||||||||||
| Total current assets | 459 | 161,286 | — | 161,745 | ||||||||||||
| FIXED ASSETS | ||||||||||||||||
| Property and Equipment, net | — | 75,396 | — | 75,396 | ||||||||||||
| OTHER ASSETS | ||||||||||||||||
| Intangible assets, net | — | 13,401 | — | 13,401 | ||||||||||||
| Deposits | — | 60,950 | — | 60,950 | ||||||||||||
| Total other assets | — | 74,351 | — | 74,351 | ||||||||||||
| TOTAL ASSETS | $ | 459 | $ | 311,033 | $ | — | $ | 311,492 | ||||||||
| LIABILITIES | ||||||||||||||||
| CURRENT LIABILITIES | ||||||||||||||||
| Accounts payable | $ | 11,900 | $ | 73,797 | $ | — | $ | 85,697 | ||||||||
| Accounts payable – related party | 800 | — | — | 800 | ||||||||||||
| Accrued expenses | 29,677 | 51,294 | — | 80,971 | ||||||||||||
| Accrued expenses – related party | 25,033 | — | — | 25,033 | ||||||||||||
| Notes payable – related parties | 109,450 | 317,500 | — | 426,950 | ||||||||||||
| Notes payable, net | 74,700 | 122,602 | — | 197,302 | ||||||||||||
| Total current liabilities | 251,560 | 565,193 | — | 816,753 | ||||||||||||
| TOTAL LIABILITIES | 251,560 | 565,193 | — | 816,753 | ||||||||||||
| STOCKHOLDERS' EQUITY (DEFICIT) | ||||||||||||||||
| Common stock, $.001 par value; 100,000,000 shares authorized; 35,940,625 issued and outstanding, pro forma | 19,150 | 22,838 | (6,047 | ) | 35,941 | |||||||||||
| Additional paid-in capital | 30,850 | 1,933,752 | (295,504 | ) | 1,669,098 | |||||||||||
| Treasury | — | (450 | ) | 450 | — | |||||||||||
| Accumulated deficit | (301,101 | ) | — | 301,101 | — | |||||||||||
| Accumulated deficit | — | (2,210,300 | ) | — | (2,210,300 | ) | ||||||||||
| Total stockholders' equity (deficit) | (251,101 | ) | (254,160 | ) | — | (505,261 | ) | |||||||||
| TOTAL
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) | $ | 459 | $ | 311,033 | $ | — | $ | 311,492 | ||||||||
| 2 |
Bingham Canyon Corporation
Unaudited Pro-Forma Condensed Statement of Operations
For the Six Months Ended June 30, 2016
| Bingham Canyon Corporation | Paradigm Convergence Technologies Corporation | Pro-Forma Adjustments | Pro-Forma Consolidated | |||||||||||||
| REVENUES | ||||||||||||||||
| Revenues | $ | — | $ | 79,061 | $ | — | $ | 79,061 | ||||||||
| Cost of goods sold | — | 30,606 | — | 30,606 | ||||||||||||
| Gross profit | — | 48,455 | — | 48,455 | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative | 8,295 | 330,894 | — | 339,189 | ||||||||||||
| Research and development | — | 77,004 | — | 77,004 | ||||||||||||
| Depreciation and amortization | — | 13,559 | — | 13,559 | ||||||||||||
| Total operating expenses | 8,295 | 421,457 | — | 429,752 | ||||||||||||
| Net loss before other income (expense) | (8,295 | ) | (373,002 | ) | — | (381,297 | ) | |||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Interest expense | (7,286 | ) | (15,095 | ) | — | (22,381 | ) | |||||||||
| Loss on settlement | — | (48,872 | ) | — | (48,872 | ) | ||||||||||
| Total other income (expense) | (7,286 | ) | (63,967 | ) | — | (71,253 | ) | |||||||||
| Loss from operations before income taxes | (15,581 | ) | (436,969 | ) | — | (452,550 | ) | |||||||||
| Income taxes | — | — | — | — | ||||||||||||
| NET LOSS | $ | (15,581 | ) | $ | (436,969 | ) | $ | — | $ | (452,550 | ) | |||||
| PRO-FORMA LOSS PER SHARE (Note 5) | ||||||||||||||||
| 3 |
Bingham Canyon Corporation
Unaudited Pro-Forma Condensed Statement of Operations
For the Year Ended December 31, 2015
| Bingham Canyon Corporation | Paradigm Convergence Technologies Corporation | Pro-Forma Adjustments | Pro-Forma Consolidated | |||||||||||||
| REVENUES | ||||||||||||||||
| Revenues | $ | — | $ | 141 | $ | — | $ | 141 | ||||||||
| Cost of goods sold | — | — | — | — | ||||||||||||
| Gross profit | — | 141 | — | 141 | ||||||||||||
| OPERATING EXPENSES | ||||||||||||||||
| General and administrative | 15,420 | 418,866 | — | 434,286 | ||||||||||||
| Research and development | — | 29,871 | — | 29,871 | ||||||||||||
| Depreciation and amortization | — | 35,520 | — | 35,520 | ||||||||||||
| Total operating expenses | 15,420 | 484,257 | — | 499,677 | ||||||||||||
| Net loss before other income (expense) | (15,420 | ) | (484,116 | ) | — | (499,536 | ) | |||||||||
| OTHER INCOME (EXPENSE) | ||||||||||||||||
| Interest expense | (13,413 | ) | — | — | (13,413 | ) | ||||||||||
| Loss on settlement | — | (10,174 | ) | — | (10,174 | ) | ||||||||||
| Total other income (expense) | (13,413 | ) | (10,174 | ) | — | (23,587 | ) | |||||||||
| Loss from operations before income taxes | (28,833 | ) | (494,290 | ) | — | (523,123 | ) | |||||||||
| Income taxes | — | — | — | — | ||||||||||||
| NET LOSS | $ | (28,833 | ) | $ | (494,290 | ) | $ | — | $ | (523,123 | ) | |||||
| PRO-FORMA LOSS PER SHARE (Note 5) | ||||||||||||||||
| 4 |
Bingham Canyon Corporation
Notes to the Unaudited Pro-Forma Condensed Financial Statements
Note 1. Basis of Presentation
On August 10, 2016, Bingham Canyon Corporation (“Company”), entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm”) to effect the acquisition of Paradigm as a wholly-owned subsidiary within thirty calendar days of the Securities Exchange Agreement effective date. Under the terms of the agreement, the Company issued 16,790,625 restricted common shares of Company stock to the shareholders of Paradigm, and had 35,940,625 issued and outstanding common shares. In addition, one of the two directors of the Company would resign and be replaced by a Paradigm designated director. As a result of the agreement, a change in control took place and was accounted for as a reverse recapitalization wherein Paradigm, the operating company, is considered the accounting acquirer.
These unaudited pro-forma financial statements (“pro-forma financial statements”) have been prepared in accordance with generally accepted accounting principles (“GAAP”). These pro-forma financial statements do not contain all of the information required for annual financial statements. Accordingly, they should be read in conjunction with the most recent annual and interim financial statements of the Company.
These pro-forma financial statements have been compiled from and include:
| (a) | an unaudited pro-forma balance sheet combining the unaudited balance sheets of the Company and Paradigm as of June 30, 2016, giving effect to the transaction as if it occurred on June 30, 2016. |
| (b) | an unaudited pro-forma statement of operations combining the unaudited statement of operations of the Company and Paradigm for the six months ended June 30, 2016, giving effect to the transaction as if it occurred on January 1, 2016. |
| (c) | an unaudited pro-forma statement of operations combining the audited statement of operations of the Company and Paradigm for the twelve months ended December 31, 2015, giving effect to the transaction as if it occurred on January 1, 2015. |
The unaudited pro-forma financial statements have been compiled using significant accounting policies as set out in the audited financial statements of the Company and Paradigm for the year ended December 31, 2015. Based on the review of the accounting policies of the Company and Paradigm, there are no material accounting differences between the accounting policies of the companies. The unaudited pro-forma financial statements should be read in conjunction with the historical financial statements and notes thereto of the Company.
It is management’s opinion that these pro-forma financial statements include all adjustments necessary for the fair presentation, in all material respects, of the proposed transaction described above in accordance with GAAP applied on a basis consistent with the Company’s accounting policies. No adjustments have been made to reflect potential cost savings that may occur subsequent to completion of the transaction. The pro-forma statement of operations does not reflect non-recurring charges or credits directly attributable to the transaction, of which none are currently anticipated.
| 5 |
Bingham Canyon Corporation
Notes to the Unaudited Pro-Forma Condensed Financial Statements
The unaudited pro-forma financial statements are not intended to reflect the results of operations or the financial position of the Company which would have actually resulted had the proposed transaction been effected on the dates indicated. Further, the unaudited pro-forma financial information is not necessarily indicative of the result of operations that may be obtained in the future. The pro-forma adjustments and allocations of the purchase price are based in part on provisional estimates of the fair value of the assets acquired and of the liabilities assumed. Any final adjustments may change the allocation of purchase price which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro-forma consolidated financial statements.
Note 2. Securities Exchange Agreement between Bingham Canyon Corporation and Paradigm Convergence Technologies Corporation
On August 10, 2016, Bingham Canyon Corporation (“Company”), entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm) to effect the acquisition of Paradigm as a wholly-owned subsidiary within thirty calendar days of the Securities Exchange Agreement effective date.
Pursuant to the agreement, the Company will acquire each of the outstanding common shares of Paradigm stock in exchange for .75 restricted common shares of Company stock.
Note 3. Pro-Forma Assumptions and Adjustments
The unaudited pro-forma consolidated financial statements incorporate the following pro-forma assumptions and adjustments:
| (a) | For purposes of these pro-forma consolidated financial statements, it is assumed that Paradigm shareholders exchanged each share of Paradigm common stock for .75 restricted common shares of Company stock. |
Note 4. Pro-Forma Common Shares
Pro-forma common shares as of June 30, 2016 have been determined as follow:
| Additional | ||||||||||||
| Common | Par | Paid-in | ||||||||||
| Shares | Value | Capital | ||||||||||
| Issued and outstanding shares of Bingham | 19,150,000 | $ | 19,150 | $ | 30,850 | |||||||
| Issued and outstanding shares of Paradigm | 22,387,500 | $ | 22,838 | $ | 1,933,752 | |||||||
| Eliminate issued and outstanding shares of Paradigm | (22,387,500 | ) | $ | (22,838 | ) | — | ||||||
| Issuance of common shares for acquisition | 16,790,625 | $ | 16,791 | $ | (295,504 | ) | ||||||
| Pro-forma balance June 30, 2016 | 35,940,625 | $ | 35,941 | $ | 1,669,098 |
| 6 |
Bingham Canyon Corporation
Notes to the Unaudited Pro-Forma Condensed Financial Statements
Note 5. Pro-forma Loss Per Share
Pro-forma basic and diluted loss per share for the six months ended June 30, 2016 and the year ended December 31, 2015 have been calculated based on weighted average number of Bingham common shares outstanding plus the common shares issued for the acquisition of Paradigm.
| Six Months | Year | |||||||
| Ended | Ended | |||||||
| June 30, 2016 | Dec 31, 2015 | |||||||
| Basic pro-forma loss per share computation | ||||||||
| Numerator: | ||||||||
| Pro-forma net loss available to shareholders | $ | (452,550 | ) | $ | (523,123 | ) | ||
| Denominator: | ||||||||
| Weighted average issued and outstanding common shares | 19,150,000 | 19,150,000 | ||||||
| Common shares issued for acquisition of Paradigm | 16,790,625 | 15,553,125 | ||||||
| Pro-forma weighted average shares outstanding | 35,940,625 | 34,703,125 | ||||||
| Basic and diluted pro-forma loss per share | $ | (0.01 | ) | $ | (0.02 | ) | ||
7