PCT LTD - Quarter Report: 2008 September (Form 10-Q)

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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 September 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 October 27, 2008, was 19,150,000.

_________________________________________________________________________________________

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

Balance Sheets

Statements of Operations

Statements of Cash Flows

Notes to the Financial Statements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Item 4T. Controls and Procedures

PART II – OTHER INFORMATION

Item 5. Other Information

Item 6. Exhibits

Signatures

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, 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 nine month period ended September 30, 008, are not necessarily indicative of results to be expected for any subsequent period.

Bingham Canyon Corporation

(A Development Stage Company)

Financial Statements

September 30, 2008


Bingham Canyon Corporation
(A Development Stage Company)
Balance Sheets

	ASSETS
				September 30		December 31
				2008		2007
				(Unaudited)
CURRENT ASSETS

Cash			$	518	$	1,156
Total Current Assets				518		1,156

TOTAL ASSETS			$	518	$	1,156

	LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES

Accounts Payable		$		59,450	$	55,450
Total Current Liabilities				59,450		55,450

Total Liabilities				59,450		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				(108,932)		(104,294)

Total Stockholders' (deficit)				(58,932)		(54,294)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$		518	$	1,156

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


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		nine months		nine months		February 27,
		ended		ended		ended		ended		1986 to
		Sept. 30,		Sept. 30,		Sept. 30,		Sept. 30,		Sept. 30,
		2008		2007		2008		2007		2008
REVENUES	$	-	$	-	$	-	$	-	$	-

EXPENSES
General & Administrative		2,532		1,500		4,638		9,592		108,932

TOTAL EXPENSES		2,532		1,500		4,638		9,592		108,932

Net Operating Loss		(2,532)		(1,500)		(4,638)		(9,592)		(108,932)


LOSS BEFORE TAXES		(2,532)		(1,500)		(4,638)		(9,592)		(108,932)

TAXES		-		-		-		-		-

NET LOSS	$	(2,532)	$	(1,500)	$	(4,638)	$	(9,592)	$	(108,932)

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


Bingham Canyon Corporation
(A Development Stage Company)
Statements of Cash Flows
(Unaudited)
						From
						Inception on
		For the nine				February 27,
		months ended				1986 Through
		September 30,				September 30,
		2008		2007		2008

Cash Flows from Operating Activities
Net Loss	$	(4,638)	$	(9,592)	$	(108,932)
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		4,000		9,700		59,450

Net Cash Provided (Used) by Operating Activities		(638)		108		518

Cash Flows from Investing Activities		-		-		-

Net Cash Provided (Used) by Investing Activities		-		-		-

Cash Flows from Financing Activities
Proceeds from Note Payable		-		-		-

Net Cash Provided (Used) by Financing Activities		-		-

Increase (Decrease) in Cash		(638)		108		518

Cash and Cash Equivalents at Beginning of Period		1,156		1,692		-

Cash and Cash Equivalents at End of Period	$	518	$	1,800	$	518

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.

Bingham Canyon Corporation

(A Development Stage Company)

Notes to the Financial Statements

September 30, 2008

GENERAL

Bingham Canyon Corporation (the Company) has elected to omit substantially all footnotes to the financial statements for the nine months ended September 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.

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 and, 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.

At September 30, 2008 our cash decreased to $518 and total liabilities increased to $59,450. 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.

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.

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 third 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. On September 12, 2008, we received notification from FINRA that our common stock was cleared to trade on the OTC Bulletin Board under the symbol “BGHM”.

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)

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: November 7, 2008