XOTC:BGHM Bingham Canyon Corporation Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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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 March 31, 2012

 

[ ] 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)

90-0578516

(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 [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. 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 May 8, 2012 was 19,150,000.

 
 

TABLE OF CONTENTS

 

PART I – FINANCIAL INFORMATION

 

Item 1 Financial Statements 2
  Condensed Balance Sheets 3
  Condensed Statements of Operations 4
  Condensed Statements of Cash Flows 5
  Notes to the Unaudited Condensed 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
Item4 Controls and Procedures 9

 

PART II – OTHER INFORMATION

 

Item 6 Exhibits 9
  Signatures 10

 

 

 

 

 

PART I – FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

  

 

 BINGHAM CANYON CORPORATION

 

(A Development Stage Company)

 

Financial Statements

 

March 31, 2012

 

2
 

 

BINGHAM CANYON CORPORATION

(a Development Stage Company)

Balance Sheets

     
  MAR 31, 2012 DEC 31, 2011
  (Unaudited)  
     
ASSETS    
    CURRENT ASSETS    
         Cash $                1,850 $                   365
         Prepaid expense 4,000 -
         Total current assets 5,850 365
     
         TOTAL ASSETS $                5,850 $                   365
     
LIABILITIES AND STOCKHOLDERS' EQUITY    
    CURRENT LIABILITIES    
        Accounts payable $              27,998 $               23,170
        Loans 86,450 76,450
        Accrued interest 7,741 6,019
        Total current liabilities 122,189 105,639
        Total liabilities 122,189 105,639
    STOCKHOLDERS' EQUITY    
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 (166,339) (155,274)
         Total stockholders' equity (116,339) (105,274)
     
        TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $                5,850 $                   365

 

 

 

The accompanying notes are an integral part of these financial statements.

3
 

BINGHAM CANYON CORPORATION

(a Development Stage Company)

Statements of Operations

(Unaudited)

 

       
  FOR THE THREE MONTHS ENDED MAR 31, 2012 FOR THE THREE MONTHS ENDED MAR 31, 2011 FROM INCEPTION ON FEB 27, 1986 TO MAR 31, 2012
       
Revenues $                      0 $                     0 $                     0
       
Expenses      
General and administrative 9,343 2,918 158,598
Total expenses 9,343 2,918 158,598
       
Net loss before other expense (9,343) (2,918) (158,598)
       
Other income (expense)      
    Interest expense (1,722) (1,535) (7,741)
    Total other income (expense) (1,722) (1,535) (7,741)
       
       
Loss from operations before income taxes (11,065) (4,453) (166,339)
       
Income taxes 0 0 0
       
Net loss $            (11,065) $             (4,453) $         (166,339)
       
Basic and diluted net loss per share $               (0.00) $               (0.00)  
       
Weighted average shares outstanding 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)

 

       
  FOR THE THREE MONTHS ENDED
MAR 31, 2012
FOR THE THREE MONTHS ENDED
MAR 31, 2011
FROM INCEPTION ON FEB 27, 1986 TO
MAR 31, 2012
       
Cash Flows from Operating Activities      
    Net loss $            (11,065) $             (4,453) $          (166,339)
Adjustments to reconcile net loss to cash provided
(used) by operating activities:
     
          Depreciation and amortization 0 0 17,000
          Common stock issued for services rendered 0 0 33,000
    Changes in assets and liabilities:      
          Increase in prepaid expenses (4,000) 0 (4,000)
          Increase in accounts payable and accrued expenses 4,828 0 64,848
          Accrued interest 1,722 1,535 7,741
    Net cash provided (used) by operating activities (8,515) (2,918) (47,750)
       
Cash Flows from Investing Activities      
Net cash provided (used) by investing activities 0 0 0
       
Cash Flows from Financing Activities      
Proceeds from notes payable 10,000 5,000 49,600
Net cash provided (used) by financing activities 10,000 5,000 49,600
       
Increase (decrease) in cash 1,485 2,082 1,850
       
Cash and cash equivalents at beginning of period 365 1,284 0
       
Cash and cash equivalents at end of period $                1,850 $               3,366 $               1,850
       
Supplemental Cash Flow Information:      
    Cash paid for interest $                      0 $                     0 $                     0
    Cash paid for income taxes $                      0 $                     0 $                     0
       
Non-Cash Investing and Financing Activities      
    Stock issued for marketing rights $                      0 $                     0 $             17,000
    Converted accounts payable and advances into loans 0 0 71,450
       

 

 

The accompanying notes are an integral part of these financial statements

5
 

Bingham Canyon Corporation

(A Development Stage Company)

Notes to the Unaudited Condensed Financial Statements

March 31, 2012

 

 

NOTE 1 – Condensed Financial Statements

 

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows as of and for the period ended March 31, 2012 and for all periods presented have been made.

 

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2011 audited financial statements as reported in its Form 10-K. The results of operations for the period ended March 31, 2012 are not necessarily indicative of the operating results for the full year ended December 31, 2012.

 

NOTE 2 – Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited assets, has incurred losses since inception, has negative cash flows from operations, and has no revenue-generating activities. Its activities have been limited for the past several years and it is dependent upon financing to continue operations. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. It is management’s plan to acquire or merge with other operating companies.

6
 

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

 

FORWARD LOOKING STATEMENTS

 

The Securities and Exchange Commission (“SEC”) encourages reporting 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 that has not recorded revenues for the past two fiscal years. At March 31, 2012 we had cash of $1,850 and total liabilities of $122,189. We are dependent upon financing to continue basic operations. Management intends to rely upon advances or loans from management, significant stockholders or third parties to meet our cash requirements, but we have not entered into written agreements guaranteeing funds and, therefore, no one is obligated to provide funds to us in the future. These factors raise doubt as to our ability to continue as a going concern. Our plan is to combine with an operating company to generate revenue.

 

As of the date of this report, our management has not had any discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks. In addition, any business combination or transaction will likely result in a significant issuance of shares and substantial dilution to present stockholders of the Company.

 

We anticipate that the selection of a business opportunity will be complex and extremely risky. Because of general economic conditions, rapid technological advances being made in some industries and shortages of available capital, our management believes that there are numerous firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of securities. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

 

Management anticipates that 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 we obtain a business opportunity, then it may be necessary to raise additional capital. We anticipate that we will sell our common stock to raise this additional capital. We expect that we would issue such stock pursuant to

7
 

 exemptions to the registration requirements 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 to the registration requirements of the Securities Act of 1933. 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 stockholders may experience dilution in the value per share of their common stock.

 

Liquidity and Capital Resources

 

We have not recorded revenues from operations since inception and we have not established an ongoing source of revenue sufficient to cover our operating costs. During the year ended December 31, 2011 we primarily relied upon advances and loans from third parties to fund our operations. At March 31, 2012, we had $1,850 in cash compared to $365 cash at December 31, 2011. The increase in cash resulted from proceeds from additional loans. We had total liabilities of $122,189 at March 31, 2012 compared to total liabilities of $105,639 at December 31, 2011. The increase in total liabilities primarily represents additional loans of $10,000, along with $6,550 in accounts payable related to administrative and professional services, accrued interest and out-of-pocket costs provided to or paid on behalf of the Company by a third party.

 

We intend to obtain capital from management, significant stockholders and/or third parties to cover minimal operations; however, there is no assurance that additional funding will be available. Our ability to continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunity and acquire or enter into a merger with such company. The type of business opportunity with which we acquire or merge will affect our profitability for the long term.

 

During the next 12 months we anticipate incurring additional costs related to the filing of Exchange Act reports. We believe we will be able to meet these costs through funds provided by management, significant stockholders and/or third parties. We may also rely on the issuance of our common stock in lieu of cash to convert debt or pay for expenses.

 

Results of Operations

 

We did not record revenues in either three month period ended March 31, 2012 or 2011 (“first quarter”). General and administrative expense increased from $2,918 for the 2011 first quarter compared to $9,343 for 2012 first quarter and reflects increased costs related to professional services and audit fees. Accordingly, our net loss increased from $4,453 for the 2011 first quarter compared to $11,065 for 2012 first quarter.

 

Commitments and Obligations

 

At March 31, 2012 we recorded loans totaling $86,450 and at December 31, 2011 we recorded loans of $76,450 representing services received, as well as cash advances received from unrelated parties. At December 31, 2010 management intended to issue common stock to convert $71,450 owed to third parties; however, it was subsequently determined that it was not in the best interests of all parties to issue stock for the advances and, therefore, the parties agreed that these liabilities would be treated as loans effective January 1, 2011. All of the loans are non-collateralized, carry interest at 8% and are due on demand.

 

Off-Balance Sheet Arrangements

 

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable to smaller reporting companies.

8
 

 

ITEM 4. 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 our management to make 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 and he determined that our disclosure controls and procedures were ineffective due to a control deficiency. During the period we did not have additional personnel to allow segregation of duties to ensure the completeness or accuracy of our information. Due to the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.

 

Changes to 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 our internal control over financial reporting and determined that there were no changes made in our internal control over financial reporting during the quarter ended March 31, 2012 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 to Form 10-SB, filed

September 18, 2000)

3(ii)

Bylaws of Bingham Canyon (Incorporated by reference to exhibit 3.3 to Form 10-SB filed

September 18, 2000)

101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document

 

9
 

 

Part II Exhibits - continued

No. Description
101.LAB XBRL Taxonomy Label Linkbase Document
101.PRE XBRL Taxonomy Presentation Linkbase Document

 

 

 

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.

 

 

 

 

 

 

Date: May 15, 2012

BINGHAM CANYON CORPORATION

 

 

 

By: /s/ Brett D. Mayer

Brett D. Mayer

President and Director

Principal Financial Officer

 

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