UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

For the quarterly period endedJune 30, 20162017

or 

For the transition period from ___ to ___

Commission file number:000-31549

BINGHAM CANYON CORPORATION

(Exact name of registrant as specified in its charter)

(801) 323-2395(913) 353-4560

(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 ☑ 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 ☐ The registrant does not have a Web site.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

Yes ☑ No ☐

The number of shares outstanding of the registrant’s common stock as of August 5, 201614, 2017 was 19,150,000.

TABLE OF CONTENTS39,981,572.

TABLE OF CONTENTS

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, 2017 and 2016 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 three and six month periods ended June 30, 2017 are not necessarily indicative of results to be expected for any subsequent period.

BINGHAM CANYON CORPORATION

Financial Statements

June 30, 20162017

(Unaudited)

BINGHAM CANYON CORPORATION

Condensed Consolidated Balance Sheets

(Unaudited)

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

BINGHAM CANYON CORPORATION

Condensed Consolidated Statements of Operations

(Unaudited)

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

BINGHAM CANYON CORPORATION

Condensed Consolidated Statements of Cash Flows

(Unaudited)

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

Bingham Canyon Corporation

Notes to the Unaudited

Condensed Consolidated Financial Statements

June 30, 20162017

NOTE 1 – Condensed Financial Statements1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanyingunaudited interim condensed consolidated financial statements of Bingham Canyon Corporation (“the Company”) have been prepared byin accordance with United States generally accepted accounting principles for interim financial information and with the Company without audit. Ininstructions to Form 10-Q and reflect all adjustments which, in the opinion of management, all adjustments (which include only normal recurring adjustments)are necessary to present fairly the financial position, resultsfor a fair presentation of our balance sheet, statements of operations, and cash flows as of and for the periods presented. All such adjustments are of a normal recurring nature.  The results of operations for the interim period ended June 30, 2016 andare not necessarily indicative of the results to be expected for all periods presented have been made.a full year.  

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, 20152016 audited financial statements as reported in its Form 10-K. 10-K, filed April 14, 2017.

Nature of Operations

On August 31, 2016, the Company entered into a Securities Exchange Agreement with Paradigm Convergence Technologies Corporation (“Paradigm”) to effect the acquisition of Paradigm as a wholly-owned subsidiary. Under the terms of the agreement, the Company issued 16,790,625 restricted common shares of Company stock to all of the shareholders of Paradigm in exchange for all 22,387,500 outstanding Paradigm common stock. In addition, the Company issued options exercisable into 2,040,000 shares of the Company’s common stock (with exercise prices ranging between $0.133 and $0.333) in exchange for 2,720,000 outstanding Paradigm stock options (with exercise prices ranging between $0.10 and $0.25). These 2,040,000 options have been adjusted at the same exchange rate of 75% that the outstanding common shares were exchanged. As a result of this reverse recapitalization, Paradigm, the operating company, is considered the accounting acquirer.

Paradigm is located in Lenexa, Kansas and was formed June 6, 2012 under the name of EUR-ECA, Ltd. Paradigm also leases office, research and development and production space in Little River, South Carolina. Paradigm is a technology licensing company specializing in environmentally safe solutions for global sustainability. Paradigm holds patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm provides innovative products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food processing equipment and medical devices. Paradigm’s overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships.

Principles of Consolidations

The accompanying consolidated financial statements include the accounts of Bingham Canyon Corporation (“Parent”) and its wholly owned subsidiary, Paradigm Convergence Technologies Corporation (“Paradigm” or “Subsidiary”). All intercompany accounts have been eliminated upon consolidation.

Use of Estimates

The preparation of the condensed consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingencies at the date of the financial statements as well as the reported amounts of revenues and expenses during the reporting periods. Estimates are based on historical experience and on various other market-specific and other relevant assumptions that are believed to be reasonable under the circumstances, the results of operationswhich form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results could differ materially from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents are considered to be cash and a highly liquid security with original maturities of three months or less. There was cash of $863 and $21,078 as of June 30, 2017 and December 31, 2016, respectively. There were no cash equivalents as of June 30, 2017 and December 31, 2016.

Accounts Receivable

Accounts receivable are carried at their estimated collectible amounts. The Company provides allowances for uncollectible accounts receivable equal to the estimated collection losses that will be incurred in collection of all receivables. Accounts receivable are periodically evaluated for collectability based on past credit history with customers and their current financial condition. That Company’s management determines which accounts are past due and if deemed uncollectible, the Company charges off the receivable in the period the determination is made. Based on management’s evaluation, the allowance for doubtful accounts was $12,000 at June 30, 2017 and December 31, 2016.

Inventory

The inventory consists of raw materials $66,773 and finished goods $159,800 in the amount of $226,573 at June 30, 2017. Inventory is valued based upon first-in first-out (“FIFO”) cost, not in excess of market. The Company recorded a reserve allowance against inventory of nil and nil for the periods ending June 30, 2017 and December 31, 2016, respectively.

Fair Value Measurements

The Company follows ASC 820,“Fair Value Measurements and Disclosures,” which defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. A fair value hierarchy based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable, is used to measure fair value:

The carrying values of our financial instruments, including, cash and cash equivalents, accounts receivable, inventory, prepaid expenses, accounts payable and accrued expenses approximate their fair value due to the short maturities of these financial instruments. We do not have other financial assets or liabilities that are measured at fair value on a recurring basis as of June 30, 2017 and December 31, 2016.

Valuation of Long-lived Assets

The carrying values of the Company’s long-lived assets are reviewed for impairment annually and whenever events or changes in circumstances indicate that they may not be recoverable. When projections indicate that the carrying value of the long-lived asset is not recoverable, the carrying value is reduced by the estimated excess of the carrying value over the projected undiscounted cash flows. Under similar analysis no impairment was recorded as of June 30, 2017 and December 31, 2016. Impairment tests are conducted on an annual basis and, should they indicate a carrying value in excess of fair value, additional impairment changes may be required.

Property and Equipment

Property and equipment are stated at purchased cost and depreciated on a straight-line method over estimated useful lives ranging from 5 to 15 years. Upon disposition of property and equipment, related gains and losses are recorded in the results of operations. Accumulated depreciation for period endedending June 30, 2017 and December 31, 2016 were $38,768 and $30,479, respectively. Expenditures for major renewals and betterments that extend the useful lives of property and equipment are capitalized. Expenditures for maintenance and repairs are charged to expenses as incurred.

Intangible Assets

Costs to obtain or develop patents are capitalized and amortized over the remaining life of the patents, and technology rights are amortized over estimated useful lives of 1 to 15 years. These assets are stated at cost, net of accumulated amortization. An impairment charge is recognized if the carrying amount is not recoverable and the carrying amount exceeds the fair value of the intangible assets as determined by the projected undiscounted net future cash flows. The Company recorded impairment expense of nil and nil for the periods ending June 30, 2017 and December 31, 2016, respectively. Accumulated amortization was $218,812 and $107,582 as of June 30, 2017 and December 31, 2016, respectively.

Research and Development

Research and development costs are recognized as an expense during the period incurred, which is until the conceptual formulation, design, and testing of the process is completed and the process has been determined to be commercially viable.

Revenue Recognition

Revenue is recognized when persuasive evidence of an arrangement exists, services have been provided or goods delivered, the price to the buyer is fixed or determinable and collectability is reasonably assured. Revenue from the sale of products is recorded at the time of shipment to the customers. Revenue from contracts to license technology to others is immediately recognized since it is a non-refundable deposit.

Basic and Diluted Loss per Share

Basic loss per share is computed by dividing net loss by the weighted-average number of common shares outstanding during the period. Diluted loss per share is computed by dividing net loss by the weighted-average number of common shares and dilutive potential common shares outstanding during the period. The weighted-average number of common shares outstanding for computing basic EPS was 38,561,158 at June 30, 2017 as compared to 15,865,142 at June 30, 2016. At June 30, 2017 and June 30, 2016 are not necessarily indicativethere were 1,444,750 and 1,875,000 common stock equivalents from stock options that were excluded from the diluted EPS calculation as their effect is anti-dilutive.

Recent Accounting Pronouncements

In March, 2016, the FASB issued ASU 2016-09, "Stock Compensation." ASU 2016-09 was issued to simplify the accounting for stock compensation. It focuses on income tax accounting, award classification, estimating forfeitures, and cash flow presentation. For public companies, ASU 2016-09 became effective for annual periods beginning after December 15, 2016 and for interim periods within those annual periods. The Company adopted ASU 2016-09 effective January 1, 2017. ASU 2016-09 has no material effect on the Company’s financial statements.

In January, 2017, the FASB issued ASU 2017-01, “Business Combinations (Topic 805): Clarifying the Definition of a Business.” ASU 2017-01 issues an initial required screen that, if met, eliminates the need for further assessment. Under the new guidance, when substantially all of the operating resultsfair value of gross assets acquired is concentrated in a single asset, or group of similar assets, the assets acquired would not represent a business.

A public company with a calendar year end and which is a Securities and Exchange Commission (SEC) filer should adopt the amendments in ASU 2017-01 effective January 1, 2018. Early adoption is permitted for interim or annual dates after September 30, 2016. The Company adopted ASU 2017-01 effective January 1, 2017.

In January, 2017, the FASB issued ASU 2017-04, “Intangible, Goodwill & Other.” ASU 2017-04 simplifies how all entities assess impairment by implementing a one-step test. As amended, the impairment test will compare the fair value with its carrying amount. An entity should recognize an impairment charge for the full year endedamount by which the carrying amount exceeds fair value.

A public company which is a Securities and Exchange Commission (SEC) filer should adopt the amendments in ASU 2017-04 for its annual or interim period within its annual period in fiscal years beginning December 31, 2016.2019. Early adoption is permitted for interim or annual dates after January 1, 2017. The Company adopted ASU 2017-04 effective January 1, 2017. ASU 2017-04 has no material effect in the Company’s financial statements.

The Company has reviewed all other FASB issued ASU accounting pronouncements and interpretations thereof that have effective dates during the period reported and in future periods. The Company has carefully considered the new pronouncements that alter the previous GAAP and do not believe that any new or modified principles will have a material impact on the Company’s reported financial position or operations in the near term.

NOTE 2 – Going Concern2. GOING CONCERN

The accompanying unaudited condensed consolidated 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 of $5,189,453 and has negative cash flows from operations. As of June 30, 2017, the Company had a working capital deficit of $633,147. The Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and has no revenue-generating activities. Its activities have been limited for the past several years and it is dependent uponits corporate overhead. The Company will require additional working capital from either cash flow from operations, from debt or equity financing, to continue operations.or from a combination of these sources. 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.

NOTE 3 – Recent Pronouncement3. PROPERTY AND EQUIPMENT

On June 10, 2014, the Financial Accounting Standards Board ("FASB") issued update ASU 2014-10, Development Stage Entities (Topic 915). Amongst other things, the amendments in this update removed the definition of development stage entity from Topic 915, thereby removing the distinction between development stage entities

Property and other reporting entities from US GAAP.  In addition, the amendments eliminate the requirements for development stage entities to (1) present inception-to-date information on the statements of income, cash flows and shareholders’ equity, (2) label the financial statements as those of a development stage entity; (3) disclose a descriptionEquipment consist of the development stage activities in which the entity is engagedfollowing as of June 30, 2017 and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been in the development stage. The amendments are effective for annual reporting periods beginning after December 31, 2014 and interim reporting periods beginning after December 15, 2015, however entities are permitted to early adopt for any annual or interim reporting period for which the financial statements have yet to be issued.  The Company has elected to early adopt these amendments and accordingly have not labeled the financial statements as those of a development stage entity and have not presented inception-to-date information on the respective financial statements.

NOTE 4 – Subsequent Events2016:

On August 10,

Depreciation expense was $8,289 for the six months ended June 30, 2017, of which $6,095 is included in cost of goods sold and $2,194 is included in operating expenses. Depreciation expense was $7,096 for the six months ended June 30, 2016, the 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 dayswhich nil is included in cost of the Securities Exchange Agreement effective date.goods sold and $7,096 is included in operating expenses.

In this report references to “Bingham,” “the Company,” “we,” “us,” and “our” refer to Bingham Canyon Corporation.NOTE 4. INTANGIBLE ASSETS

FORWARD LOOKING STATEMENTSOn March 10, 2017, the Company entered into a three year Efficacy Test Data License Agreement and Efficacy Test Data Assignment Agreement (the “Agreement”) with a third party for $25,000. Under the Agreement, the Company can use certain Efficacy Test Data and purchases the rights to other Efficacy Test Data to be added to its EPA Registration number 83241-4. The Company paid $25,000 for the use of certain Efficacy Test Data and purchase of other Efficacy Test Data. The $25,000 was paid on April 28, 2017.

On March 13, 2017, the Company entered into a Registration Transfer Agreement (“Transfer Agreement”) and a Data License and Assignment Agreement (“Data Agreement”) with a third party. Pursuant to the Transfer Agreement, the Company received United States Environmental Protection Agency’s (“EPA”) Registration number 82341-4 for Excelyte® VET for a one-time fee of $125,000. The Company agreed to pay $75,000 at the time of executing the agreement and remaining $50,000 within 30 days. The $50,000 was paid on April 7, 2017.

On April 6, 2017, the Company acquired intangible assets by issuing 2,250,000 shares of common stock at $1.96 per share ($4,405,050) to Annihilyzer Inc. in order to close on the amended agreement dated April 6, 2017. Pursuant to the terms of the Agreement, as amended, the Registrant acquired an Annihilyzer patent and all associated intellectual property. In addition, Paradigm Convergence Technologies Corporation (Paradigm) granted Annihilyzer, Inc, a three-year license and sub-registration under Paradigm’s EPA Product Registration #82341-4. Annihilyzer, Inc. had no activity under this sub-registration agreement as of June 30, 2017.

The U. S.components of intangible assets at June 30, 2017 and December 31, 2016 were as follows:

Amortization expense was $111,230 and $6,463 for the six months ended June 30, 2017 and June 30, 2016, respectively.

NOTE 5. NOTES PAYABLE

The following tables summarize notes payable as of June 30, 2017 and December 31, 2016:

NOTE 5. NOTES PAYABLE (Continuted)

Notes Payable

On May 18, 2016, the Company entered into a loan agreement for $150,000 with an unrelated individual. The note is due on June 1, 2018. The note is secured by a mortgage or deed of trust on a property located in Fuquay Varina, North Carolina, owned by a minority shareholder, and by a personal guarantee of the President of the Company. The note bears an interest rate of 13% per annum and a default rate of 19% per annum. The Company paid an origination fee of 10% of the loan value and a broker’s commission of 3% of the loan value. There was also appraisal, underwriting, loan service, and attorney fees of approximately $9,500. The Company recorded a debt discount of approximately $29,079 resulting from these issuance costs which is being amortized over the life of the loan. As of June 30, 2017, the note has a remaining balance of $150,000 and a debt discount balance of $13,279. 

On May 8, 2017, the Company entered into a 2-month term promissory note with a non-related party for $25,000 to be used in operations. The note is secured by 50,000 shares of common stock as collateral and guarantees interest in the amount of $2,500 at the time of repayment. As of June 30, 2017, the note has a remaining balance of $25,000.

On May 15, 2017, the Company entered into a 45-day promissory note with a related party for $125,000 to be used in operations. The note was extended on August 1, 2017 and is now due on August 31, 2017. The note is unsecured and bears an interest rate of 10% per annum. As of June 30, 2017, the note has a remaining balance of $125,000.

NOTE 5. NOTES PAYABLE (Continued)

Notes Payable – Related Parties

On October 18, 2016, the Company entered into a promissory note with a related party for $50,000 to be used in operations. The note was extended on April 18, 2017 and is now due on August 18, 2017. The note is unsecured and bears an interest rate of 5% per annum. As of June 30, 2017, the note has a remaining balance of $50,000.

On January 1, 2017, the Company consolidated its outstanding promissory notes with the Company’s President and CEO, into one promissory note totaling $293,302. The note is due January 1, 2018 and will accrue interest at 3.5% per annum. As of June 30, 2017, the note has a remaining balance of $278,302.

On April 12, 2017, the Company entered into a 6-month term promissory note with a related party for $25,000 to be used in operations. The note is unsecured, is due on or before October 12, 2017, and bears an interest rate of 5% per annum. As of June 30, 2017, the note has a remaining balance of $25,000.

On April 27, 2017 the Company entered into a one-year term promissory note with a related party for $25,000 to be used in operations. The note is unsecured and bears an interest rate of 3% per annum. As of June 30, 2017, the note has a remaining balance of $25,000.

On May 15, 2017, the Company entered into a one-year term promissory note with a related party for $15,000 to be used in operations. The note is unsecured and bears interest at an interest rate of 5% per annum. As of June 30, 2017, the note has a remaining balance of $15,000.

On June 12, 2017 the Company entered into a one-year term promissory note with a related party for $10,000 to be used in operations. The note is unsecured and bears an interest rate of 3% per annum. As of June 30, 2017, the note has a remaining balance of $10,000.

On June 13, 2017, the Company entered into a short-term promissory note with a related party for $25,000 due on July 31, 2017, to be used in operations. The note is unsecured and bears an interest rate of 3% per annum. As of June 30, 2017 the note has a remaining balance of $25,000.

NOTE 6. RELATED PARTY TRANSACTIONS

The Company has agreements with related parties for consulting services, notes payable and stock options. See Notes to Financial Statements numbers 5, 7, and 9.

NOTE 7. STOCKHOLDERS’ DEFICIT

Common Stock

The Company has 100,000,000 shares of common stock authorized with a par value of $0.001 per share. As of June 30, 2017 and December 31, 2016 there were 39,927,572 and 37,117,572 shares of common stock issued respectively.

On January 6, 2017, the Company issued 25,000 shares of common stock at $1.00 per share to an unrelated party for cash proceeds of $25,000.

From January 26, 2017, through March 13, 2017, the Company issued a combined total of 400,000 shares of common stock at $1.00 per share to an unrelated party for cash proceeds of $400,000.

NOTE 7. STOCKHOLDERS’ DEFICIT (Continued)

On April 6, 2017, the Company acquired intangible assets by issuing 2,250,000 shares of common stock at $1.96 per share ($4,405,050) to Annihilyzer Inc. in order to close on the amended agreement dated April 6, 2017. See also note 4.

On April 12, 2017, the Company issued 100,000 shares of common stock at $1.00 per share to a related party for proceeds of $100,000.

On April 14, 2017, the Company issued 5,000 shares of common stock at $1.00 per share to an unrelated party for cash proceeds of $5,000.

On June 16, 2017, the Company issued 20,000 shares of common stock at $1.25 per share to an unrelated party for cash proceeds of $25,000.

On June 27, 2017, the Company issued 10,000 shares of common stock at $1.25 per share to an unrelated party for cash proceeds of $12,500.

Stock Options

On January 1, 2017 the Company issued 30,000 stock options to a related party with an exercise price of $2.00 per share. The options vest on January 1, 2018. The Company used the Black-Scholes methodology to value the stock-based compensation expense for options. Compensation expense is recognized on a straight-line basis over the vesting period. As of June 30, 2017, the Company recognized $28,110 in compensation expense, leaving $28,110 in compensation expense to be recognized through December 31, 2017.

On January 26, 2017, the Company issued 200,000 stock options to a related party with an exercise price of $2.00 per share. The options vested immediately. The Company used the Black-Scholes methodology to value the stock-based compensation expense for options. As of June 30, 2017, the Company recognized $373,800 in compensation expense, leaving $0 in remaining compensation expense.

In applying the Black-Scholes methodology to the options granted through June 30, 2017, the fair value of our stock-based awards was estimated using the following assumptions ranging from:

Below is a table summarizing the options issued and outstanding as of June 30, 2017:

The weighted average exercise prices are $0.34 and $0.32 for the options outstanding and exercisable, respectively.

NOTE 8. COMMITMENTS AND CONTINGENCIES

On November 21, 2016, the Company signed a lease for approximately 12,000 square feet of office, research & development, warehouse, and production space in Little River, South Carolina. The lease was effective December 1, 2016 at a rate of $4,800 per month for a period of three years. The Company has an option to extend the lease for two periods of three years each. The option to extend the first three-year period is at a rate of $5,100 per month. The option to extend the second three-year period is at a rate of $5,400 per month.

NOTE 9. SUBSEQUENT EVENTS

On July 3, 2017, the Company entered into a one year term promissory note with a related party for $5,500 to be used in operations. The note is unsecured, is due on July 3, 2018, and bears an interest rate of 3% per annum.

On July 3, 2017, the Company entered into a two month term promissory note with an unrelated party for $25,000 to be used in operations. The note is unsecured, is due on August 31, 2017, and bears an interest rate of 8% per annum.

On July 13, 2017, the Company issued 24,000 shares of common stock at $1.25 per share to an unrelated party for cash proceeds of $30,000.

On July 14, 2017, the Company entered into a 45 day term promissory note with an unrelated party for $10,000 to be used in operations. The note is unsecured, is due on August 31, 2017, and bears an interest rate of 8% per annum.

On July 25, 2017, the Company entered into a two month term promissory note with a related party for $25,000 to be used in operations. The note is unsecured, is due on September 25, 2017, and bears an interest rate of 5% per annum.

On July 27, 2017, the Company issued 30,000 shares of common stock at $1.25 per share to an unrelated party for cash proceeds of $37,500.

FORWARD LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and Exchange Commission (“SEC”) encourages reporting companiesstate securities laws, including, but not limited to, disclose forward-looking information so that investors can better understandany projections of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future prospectsoperations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and make informed investment decisions. This report contains these typesany statements of statements. Words such asassumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “expect,“continue,” “believe,” “anticipate,” “estimate,” “project,”“expect” or “continue”“anticipate” or comparable terminology used in connection with any discussionother similar words. These forward-looking statements present our estimates and assumptions only as of future operating results or financial performance identify forward-looking statements. Youthe date of this report. Accordingly, readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. Alldates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in this Quarterly Report on Form 10-Q, our present expectationAnnual Report on Form 10-K, Current Reports on Form 8-K and other reports we file under the Exchange Act.

Although we believe that the expectations reflected in any of future events andour forward-looking statements are subject to a number of important factors and uncertainties that could causereasonable, actual results tocould differ materially from those describedprojected or assumed in theany of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

In this Form 10-Q references to “Bingham Canyon,” “Bingham,” “the Company,” “we,” “us,” “our” and similar terms refer to Bingham Canyon Corporation and its wholly owned operating subsidiary, Paradigm Convergence Technologies Corporation (“Paradigm,” “PCT Corp.”).

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

Executive Overview

Bingham has not recorded revenues for the past two fiscal years and we are dependent upon financing to continue basic operations. On August 10, 2016, Bingham entered into a Securities Exchange Agreement (the “Exchange Agreement”) with Paradigm Convergence Technologies Corporation, a Nevada corporation (“Paradigm”). Pursuant to the terms of the Exchange Agreement, Paradigm will become abecame the wholly-owned subsidiary of Bingham after the exchange transaction. Bingham will beis a holding company, which through Paradigm is engaged in the business of marketing new products and technologies through licensing and joint ventures. This Exchange Agreement and the business of Paradigm are discussed more fully in Part II, Item 5. Other Information, below.

Bingham is a holding company and Paradigm is the wholly-owned subsidiary of Bingham. Paradigm is a technology licensing company specializing in environmentally safethe development and commercialization of environmentally-safe products and solutions for global sustainability. The company owns a patented biodegradable plastic technology and holdsWe hold patent, intellectual property and/or distribution rights to innovative products and technologies; most specifically, our on-site generation and applications systems for Hydrolyte®, GoGreenlyteFirst™, PCT An-O-Lyte™, PCT Cath-O-Lyte™ and Annihilyte™ disinfectant and microbicide fluids and our comprehensive “Green Cleaning” and disinfecting system and program, the Annihilyzer™ System with its patented^[1] tracking, monitoring and reporting system. Our overall strategy is to market new products and technologies for eliminating biocidal contamination from water supplies, industrial fluids, hard surfaces, food processingusing direct sales; system and service agreements; fluid sales; equipment sales and medical devices. Beginning in 2012 Paradigm initiated operationsleasing; licensing and raised capital for operations through loansdistributor agreements; and, sale of the company’s common stock. Paradigm recorded a net loss of $494,290 for the year ended December 31, 2015 and recorded a net loss of $436,969 for the six month period ended June 30, 2016.

Paradigm’s business activities will focus on leveraging the opportunities presented by the Hydrolyte™ and BioPlax® product technologies. (See Item 5. Other Information, Description of Paradigm’s Business, below.) Paradigm will seek out joint ventures, and partnerships,partnerships. We intend to also continue our constant pursuit of new technologies (through acquisition or invention) upon which we can build and expand our joint venture and licensing fees and royalties, and engage in Annihilyzer® equipment leasing to increase revenues.core business. However, Paradigm may not be able to identify suitable license or joint venture opportunities, nor guarantee that any such agreements will be profitable.

Bingham had not recorded revenues for the two fiscal years prior to its acquisition of Paradigm and was dependent upon financing to continue basic operations. Paradigm has recorded revenue since it initiated operations in 2012; however, those revenues have not been sufficient to finance operations. The Bingham common stock to be issued inCompany recorded a net loss of $1,116,469 for the exchange transaction will not be registered under the Securities Actsix months ended June 30, 2017 and accumulated losses of 1933, as amended, (the “Securities Act”), and the shares may not be offered or sold in the United States absent an effective registration statement pertaining to the shares, or an applicable exemption is available$5,189,453 from the registration requirements of the Act. The Bingham common stock issued and exchanged, in the absence of an effective registration statement, shall only be offered and sold subject to and in reliance upon exemptions from registration under the Act and relevant state securities laws.inception through June 30, 2017.

After the Closing Date it may be necessaryBingham remains dependent upon additional financing to continue operations. The Company intends to raise additional capital. We anticipate that we may sell ourequity financing through private placements of its common stock to raise this additional capital.stock. We expect that we would issue such stock pursuant to exemptions to the registration requirements provided by, and in accordance with, federal and state securities laws. The purchasers and manner of issuance will be determined according to our financial needs, as discussed below, and the available exemptions to the registration requirements of the Securities Act of 1933. 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.

The expected costs for the next twelve months include:

• a major commercial launch of non-toxic sanitizing, disinfecting and sterilizing products and technologies, particularly the Annihilyzer™ System, with a strong emphasis on health care facilities, including hospitals, nursing homes, assisted living facilities, clinics and medical, dental and veterinarian offices;

• continued research and development on product generation systems including those designed for on-site deployment at customers’ facilities;

• accelerated research and development on crop decontamination applications in the agricultural sector, most immediately with respect to abatement of a bacterial disease crisis caused by a specific bacterium carried by Asian Psyllids in the U.S. and elsewhere;

• acquiring available complementary technology rights;

• payment of short-term debt;

• hiring of additional personnel throughout 2017; and,

• general and administrative operating costs.

Management projects these costs to total approximately $1,300,000. To minimize these costs, the Company intends to maintain its practice of controlling operating overheads with efficient facilities commitments, generally below market salaries and consulting fees, and rigorous prioritization of expenditures.

Based on its understanding of the commercial readiness of its products and technologies, the capabilities of its personnel (current and being hired), established business relationships and the general market conditions; management believes that the Company should be expected to be at or close to profitability by the end of 2017.

Liquidity and Capital Resources

Bingham hasA critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our products to market and generate substantial revenues, which may take the next full year to fully realize, if ever. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to significantly curtail our operations. This would materially impact our ability to continue operations.

At June 30, 2017, the Company recorded a net loss of $1,166,469 and a working capital deficit of $633,147. We have recorded a relatively small amount of revenues from operations since inception and we have not established an ongoing source of revenue sufficient to cover our operating costs. During 20162017 and 20152016 we have primarily relied upon advances and loans from a stockholder and third parties to fund our operations. AtThe Company has relied on raising debt and equity capital in order to fund its ongoing day-to-day operations and its corporate overhead. We had $863 in cash at June 30, 2016 we had $459 in cash2017, compared to $254$21,078 in cash at December 31, 2015.2016. We had total liabilities of $251,560$871,164 at June 30, 20162017 compared to $235,774$555,838 at December 31, 2015. 2016.

The increase in total liabilities was primarily represents advancesthe result of an increase in debt used for operations and loansthe unusual and non-recurring expenses associated with securing the right to use the EPA production registration (EPA Registration #82341-4 “Excelyte® VET” label) for a period of $4,000, accrued interest of $7,286, along with accounts payable of $3,700 related to administrative and professional services and out-of-pocket costs provided to or paid on behalf of the Company by a stockholder during the six months ended June 30, 2016.time.

Our current cash flow is not sufficient to meet our monthly expenses of approximately $80,000 and to fund future research and development. We intend to obtain capitalrely on additional debt financing, loans from management, significantexisting stockholders and/or third parties to cover minimal operations;and private placements of common stock for additional funding; however, there is no assurance that additional funding will be available. Our abilityAlthough we do not yet have material commitments for future capital expenditures, we cannot assure you that we will be able to obtain short-term financing, or that sources of such financing, if any, will continue as a going concern during the long term is dependent upon our ability to find a suitable business opportunitybe available, and acquire or enter into a merger with such company. The type of business opportunity with which we acquire or mergeif available, that they will affect our profitability for the long term.be on favorable terms.

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

Bingham did not record revenues in either the 2016 or 2015 six month period ended June 30. General and administrative expense decreased to $8,295 for the 2016 six month period compared to $9,640 for the 2015 six month period.

General and administrative expense decreased to $2,705 for the 2016 second quarter compared to $3,440 for the 2015 second quarter. The decrease in general and administrative expense for the 2016 six month period primarily reflects reduced consulting services.

Total other expense increased to $7,286 for the 2016 six month period compared to $6,627 for the 2015 six month period. Total other expense increased to $3,683 for the 2016 second quarter compared to $3,358 for the 2015 second quarter. These expenses represent accrued interest expense on notes payable from related and third parties.

Accordingly, our net loss decreased to $15,581 for the 2016 six month period compared to $16,267 for the 2015 six month period and net loss decreased to $6,388 for the 2016 second quarter compared to $6,798 for the 2015 second quarter. Management expects net losses to continue until we acquire or merge with a business opportunity.

Commitments and Obligations

At June 30, 2016 Bingham recorded notes payable totaling $184,150 compared to notes payable totaling $180,150 at December 31, 2015. These notes payable represent services received, as well as cash advances received from third parties and a stockholder. All of the notes payable are non-collateralized, carry interest at 8% and are due on demand.

Two lenders represent in excess of 95% ofThe Company recorded the Company’s accounts payable andfollowing notes payable as of June 30, 2016.2017 and December 31, 2016:

During the six months ended June 30, 2017, the Company repaid $19,610 of notes payable to the Company President, Mr. Gary Grieco. At June 30, 2017 the outstanding loan balance on notes payable to Mr. Grieco, after deducting the $19,610 in payments, was $313,302.

During the six months ended June 30, 2017, Paradigm operated under two leases for office space: one located in Lenexa, Kansas and the second located in Little River, South Carolina. The office space lease cost totaled $6,300 per month.

Results of Operations

Revenues decreased to $10,872 for the three months ended June 30, 2017 compared to $69,963 for the three months ended June 30, 2016. Revenues decreased to $22,229 for the six months ended June 30, 2017 compared to $79,061 for the six months ended June 30, 2016. The revenue decreases for both periods were due to fluid sales only. No equipment was sold during either period.

Cost of sales decreased to $8,108 for the three months ended June 30, 2017 compared to $24,400 for the three months ended June 30, 2016. Cost of sales decreased to $19,337 for the six months ended June 30, 2017 compared to $30,606 for the six months ended June 30, 2016. The cost of sales decreases for both periods were due to fluid sales only. There were no equipment costs in either period due to the absence of equipment sales.

Total operating expenses increased to $471,304 for the three months ended June 30, 2017 compared to $203,098 for the three months ended June 30, 2016. Total operating expenses increased to $1,140,915 for the six months ended June 30, 2017 compared to $421,457 for the six months ended June 30, 2016. The total operating expense increases for both periods were due to stock option expenses, hiring new employees and opening new office locations.

General and administrative expenses increased to $327,514 for the three months ended June 30, 2017 compared to $187,709 for the three months ended June 30, 2016. General and administrative expenses increased to $957,579 for the six months ended June 30, 2017 compared to $330,894 for the six months ended June 30, 2016. General and administrative expense increases for both periods were due to stock option expenses, hiring new employees and opening new office locations.

Research and development expenses increased to $56,710 for the three months ended June 30, 2017 compared to $7,437 for the three months ended June 30, 2016. Research and development expenses decreased to $69,912 for the six months ended June 30, 2017 compared to $77,004 for the six months ended June 30, 2016. Research and development expenses increased for the three months ended June 30, 2017 due to field testing required for EPA certification. Research and development expenses decreased for the six months ended June 30, 2017 due to the completion of testing in one segment of business.

Depreciation and amortization expenses increased to $87,080 for the three months ended June 30, 2017 compared to $7,952 for the three months ended June 30, 2016. Depreciation and amortization expenses increased to $113,424 for the six months ended June 30, 2017 compared to $13,559 for the six months ended June 30, 2016. Depreciation and amortization expenses increased for both periods due to fixed asset and intangible asset acquisitions during those periods.

Total interest expense increased to $16,575 for the three months ended June 30, 2017 compared to $10,886 for the three months ended June 30, 2016. Total interest expense increased to $28,446 for the six months ended June 30, 2017 compared to $15,095 for the six months ended June 30, 2016. The increase in interest expense during both periods is due to increased borrowings for continued operations.

Loss on settlement of convertible debt decreased to $0 and $0 for the three months and six months ended June 30, 2017 compared to $48,872 for the three months and six months ended June 30, 2016. On April 4, 2016, the holders of convertible debentures elected to convert the full principal balance of $25,000 into 250,000 shares each at $0.10 per common share. In addition, the note holders received an additional 250,000 shares each in settlement of the remaining accrued interest and warrants, resulting in a loss on settlement of $48,872.

Net loss from operations and after income taxes increased to $485,115 for the three months ended June 30, 2017 compared to $217,293 for the three months ended June 30, 2016. Net loss from operations and after income taxes increased to $1,166,469 for the six months ended June 30, 2017 compared to $436,969 for the six months ended June 30, 2016. Net loss from operations and after income taxes increased for the three months and six months ended June 30, 2017 primarily due to loss on settlement of debt in 2016, increased operating and general and administrative expenses.

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.

Critical Accounting Policies

Emerging Growth Company - We qualify as an “emerging growth company” under the recently enacted Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, among other things, we will not be required to:

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an “emerging growth company” until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion; (ii) the fifth anniversary of our first sale of common equity pursuant to an effective registration statement; (iii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that are held by non-affiliates exceeds $700 million as of the last business day of our most recently completed third fiscal quarter; or (iv) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three-year period.

Recent Accounting Developments

We reviewed all recent accounting pronouncements issued by the FASB (including the Emerging Issues Task Force), the AICPA, and the SEC and we did not or are not believed by management to have a material impact on our present or future financial statements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintainOur Principal Executive Officer and Principal Financial Officer, Gary Grieco, evaluated the effectiveness of our 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 theSecurities 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 serves1934, as our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and proceduresamended) as of the end of the period covered by this report and he determinedReport. Based on the evaluation, Mr. Grieco concluded that our disclosure controls and procedures wereare ineffective duein timely alerting him to a control deficiency. Duringmaterial information relating to us (including our consolidated subsidiaries) required to be included in our periodic SEC filings. Notwithstanding the periodfinding of ineffective disclosure controls and procedures, we did not have additional personnel to allow segregationconcluded that the consolidated financial statements included in this Form 10-Q present fairly, in all material respects, our financial position, results of duties to ensureoperations and cash flows for the completeness or accuracy of our information. Due toperiods presented in conformity with accounting principles generally accepted in the size and operations of the Company we are unable to remediate this deficiency until we acquire or merge with another company.United States.

Changes toin Internal Control overOver Financial Reporting

Our management is responsible for establishingto establish and maintainingmaintain adequate internal control over financial reporting. Our principal executive officer is responsible to design or supervise a process that provides reasonable assurance regarding the reliability of financial reporting (as definedand the preparation of financial statements for external purposes in Rule 13a-15(f) underaccordance with generally accepted accounting principles. The policies and procedures include:

• maintenance of records in reasonable detail to accurately and fairly reflect the Exchange Act). Management conducted an evaluationtransactions and dispositions of assets,
• provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and directors, and
• provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of assets that could have a material effect on our financial statements.

For the period ended June 30, 2017, management has relied on the Committee of Sponsoring Organizations of the Treadway Commission (COSO), “Internal Control - Integrated Framework,” to evaluate the effectiveness of our internal control over financial reporting. Based upon that framework, our principal executive officer has determined that our internal control over financial reporting for period ended June 30, 2017 and the year ended December 31, 2016, was not effective.

The material weaknesses relate to the limited number of persons responsible for the recording and reporting of financial information, the lack of separation of financial reporting duties, and the limited size of our management team in general. We are in the process of evaluating methods of improving our internal control over financial reporting, including the possible addition of financial reporting staff and the increased separation of financial reporting responsibility, and intend to implement such steps as are necessary and possible to correct these material weaknesses.

Our management determined that there were no changes made in our internal controlcontrols over financial reporting during the second quarter ended June 30, 2016of 2017 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

There has been no change in the Company’s internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

Internal control systems, no matter how well designed and operated, have inherent limitations.  Therefore, even a system which is determined to be effective cannot provide absolute assurance that all control issues have been detected or prevented.  Our systems of internal controls are designed to provide reasonable assurance with respect to financial statement preparation and presentation.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.We may become involved in various routine legal proceedings incidental to our business. To our knowledge as of the date of this Report, there are no material pending legal proceedings to which we are a party or to which any of our property is subject.

ITEM 1A. RISK FACTORS

We are an emerging growth company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item. However, we detailed significant business risks in Item 1A to our Form 10-K for the year ended December 31, 2016, to which reference is made herein.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 10, 2016, in accordance withJanuary 6, 2017, the terms of the Exchange Agreement, Bingham’s Board of Directors authorized the issuance of 16,790,625Company sold 25,000 shares of common stock at $1.00 per share to an unrelated party for cash proceeds of $25,000.

From January 26, 2017 through March 13, 2017, the stockholdersCompany sold a combined total of Paradigm in exchange for all of their 22,387,500400,000 shares of Paradigm common stock. The exchange rate was one share of Paradigm common stock in exchangeat $1.00 per share to an unrelated party for a .75 fractional sharecash proceeds of Bingham’s common stock. These shares of Bingham common stock will be issued upon the Closing Date. All shares will be privately issued with a restrictive legend, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

Entry into a Material Definitive Agreement$400,000.

On August 10, 2016, Bingham executed a Securities and Exchange Agreement with Paradigm to effect the acquisition of ParadigmApril 6, 2017, pursuant to the terms of the Exchange Agreement. We expectAnnihilyzer Agreement referenced herein, the acquisition to be accounted for as a plan of reorganization effected by a share exchange, where Bingham is considered the acquirer for accounting and financial reporting purposes. This report contains summaries of the material terms of the Exchange Agreement and the transaction contemplated thereby. These summaries are subject to, and qualified in their entirety by reference to the Exchange Agreement, which is incorporated herein by reference and is filed as Exhibit 2.1 to this report.

Pursuant to the terms of the Exchange Agreement, Bingham will issue 16,790,625Company issued 2,250,000 restricted shares of common stock to Annihilyzer, Inc.

On April 12, 2017, the stockholders of Paradigm for all of their 22,387,500Company sold 100,000 shares of Paradigm common stock. Accordingly, Bingham will have 35,940,625stock at $1.00 per share to a related party accredited investor for cash proceeds of $100,000.

On April 17, 2017, the Company sold 5,000 shares outstanding withof common stock to a related party for cash proceeds of $5,000.

On June 19, 2017, the Paradigm stockholders holding approximately 47%Company sold 20,000 shares of common stock to a non-related party for cash proceeds of $25,000.

On June 27, 2017, the Company sold 10,000 shares of common stock to a related party for cash proceeds of $12,500.

Subsequent Issuances After Quarter-End

On July 13, 2017, the Company sold 24,000 shares of common stock to two accredited investors for cash proceeds of $30,000.

On July 27, 2017, the Company sold 30,000 shares of common stock to an accredited investor for cash proceeds of $37,500.

All of the Company onabove-described issuances were exempt from registration pursuant to Section 4(a)(2) and/or Regulation D of the Securities Act as transactions not involving a fully-diluted basis andpublic offering. With respect to each transaction listed above, no general solicitation was made by either the Company stockholders shall retain approximately 53% of the Companyor any person acting on a fully-diluted basis. The Exchange Agreement may be terminated by mutual written agreement or by either company if the transaction is not consummated by September 30, 2016. In addition, either company may terminate the agreement upon a material breach of any representation, warranty, covenant or agreement by the other company.

The issuance of our outstanding stock under the Exchange Agreement is intendedits behalf. All such securities issued pursuant to be exempt from registrationsuch exemptions are restricted securities as defined in Rule 144(a)(3) promulgated under the Securities Act, of 1933, as amended (the “Securities Act”) pursuant to Section 4(2) thereof. These 16,790,625 shares will not be registered underappropriate legends have been placed on the Securities Actdocuments evidencing the securities, and the shares may not be offered or sold absent registration or pursuant to an applicable exemption from registration. Of the 35,940,625 shares of Bingham common stock outstanding as a result of the Share Exchange, none of the shares will be freely tradable without restriction under the Securities Act. The shares will be "restricted securities" as that term is defined under Rule 144 under the Securities Act and will be freely tradable subject to the applicable holding period, volume and other limitations under Rule 144.there from.

The Share Exchange is intended to be a tax free reorganization within the meaningIssuer Purchases of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended, with the result that stockholders of Paradigm will not incur any income tax liability as a result of the Share Exchange.Equity Securities

Except for the Exchange Agreement and the transactions contemplated thereby, neither Paradigm, nor any of its officers or directors serving before the Share Exchange had any material relationship with Bingham orWe did not repurchase any of our stockholders.equity securities during the quarter ended June 30, 2017.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

We have entered into a number of promissory notes, some of which are in default as of June 30, 2017 or went into default before the filing of this Current Report (See Note 5 to the financial statements).

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Pursuant to the terms of the Exchange Agreement, Brett D. Mayer, our Director and President resigned his management positions with the Company to pursue other interests on August 10, 2016. He has not expressed any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board appointed Gary J. Grieco as a Director to fill the vacancy created by Mr. Mayer’s resignation. Mr. Grieco was also appointed to serve as President of Bingham.

Mr. Grieco is 75 years old and from June 2014 to the present he serves as President of Paradigm and has served as Secretary of that company since June 2012. He also served as Paradigm’s Chief Financial Officer from June 2012 to June 2014. His responsibilities have included sales, marketing and testing of the Paradigm technologies and seeking additional technology for the company to license. He supervises four employees and two outside consultants. In addition, for the past 25 years he has served as President of 3GC, Ltd. He attended the University of Buffalo and studied securities analysis at the New York Institute of Finance and New York University.

Mr. Grieco’s experience as a director and officer of Paradigm and his knowledge and experience with the products and operations of Paradigm should assist our Board with future decisions regarding the development of the Paradigm subsidiary.

During the past ten years Mr. Grieco has not been involved in any legal proceedings that are material to an evaluation of his ability or integrity; namely: (1) filed a petition under federal bankruptcy laws or any state insolvency laws, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) been convicted in a criminal proceeding or named subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting his involvement in any type of business, securities or banking activities; or (4) been found by a court of competent jurisdiction in a civil action, by the SEC or the Commodity Futures Trading Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.

Bingham has not entered into any written compensation agreement with Mr. Grieco as of the date of this report, but the Company may enter into such an agreement in the future.

During the past two fiscal years Bingham has not engaged in, or proposed to engage in, any transactions involving our executive officers, directors, more than 5% stockholders, or immediate family members of those persons.

Description of Paradigm’s Business

The disclosure in this “Description of Business” section relates primarily to the business of Paradigm.

Historical Development

Paradigm Convergence Technologies Corp. was incorporated in the state of Nevada in June 2012 as Eur-Eca, Ltd. Eur-Eca, Ltd. has been involved in launching its operations since incorporation and changed its name to Paradigm Convergence Technologies Corporation on September 11, 2015 in order to more closely reflect its business model.

Business Strategy

After the completion of the Share Exchange, Paradigm’s business operations will be the primary operations of Bingham. Paradigm is a technology development and licensing company specializing in environmentally safe solutions for global sustainability. The company holds patent, intellectual property and/or distribution rights to innovative products and technologies. Paradigm’s overall strategy is to market new products and technologies through the use of equipment leasing, joint ventures, licensing, distributor agreements and partnerships. Generally, it is not Paradigm’s intent to be the primary producer and distributor of the technology products: but rather to license the underlying technology while developing new opportunities and applications for the products and promoting the brands. Paradigm will also continue its constant pursuit of new technologies (through acquisition or invention) upon which it can build and expand its joint venture and licensing core business.ITEM 6. EXHIBITS

Launch: Paradigm’s business activities are and will be focused on leveraging the opportunities presented by two commercially-ready product technologies one patented and one patent-pending:

• Hydrolyte™, a highly effective disinfectant/sterilent biocide that is non-toxic to humans and animals; and,
• BioPlax® a rapidly biodegradable plastic.

Both products have been market tested with commercial customers and are ready for full scale commercial launch. The initial focus of effort and resources will be on the launch of Hydrolyte™, scheduled for August of this year. The company, through its Hydrolyte™ operations alone, is projected to achieve profitability and positive cash flow by the end of the 2017 second quarter.

Revenues: Paradigm’s revenue stream will be primarily derived from three sources: Joint ventures and partnerships, licensing fees and royalties, and equipment leasing. The company expects also to engage in direct sales, but only in circumstances where it is strategically advantageous to do so. Paradigm intends to develop strategic operating relationships with firms that are leaders in production, manufacturing, distributions, and sales within the various industries where the markets for our technologies exist. Management intends to scrutinize each potential business combination for strategic fit, successful and profitable operations, established business relationships, management capability, market position, and financial stability. Properly executed, this strategy will allow for the most rapid possible rollout of the products and capture of market share.

Principal Technologies

Hydrolyte™ &Catholyte FREE^tm

Paradigm makes two products in this category:Hydrolyte™ andCatholyte FREE^tm are outputs of a single production process. The primary product isHydrolyte™ and Catholyte is a useful by-product for which parallel markets exist and can be developed.They areproduced using a process of electrochemical activation of the input ingredients derived from naturally-occurring salt minerals andwater.They have been tested, proven and are in the process of being registered by the United StatesEnvironmental Protection Agency (“EPA”)for disinfection, approved by the Food and Drug Administration (“FDA”) for sanitizing applications and with the United States Department of Agriculture (“USDA”) for use in food processing.

Hydrolyte™ is a metastable, aqueous solution of hypochlorous acid, obtained through the electrochemical process. It has a high redox potential (900 millivolts) and a greater biocidal effect than chlorine and other toxic chemicals. Hydrolyte™ is 99.95% water + salt, rendering it safe and non-toxic to humans, yet it is instantly deadly on contact to every known fungus, bacteria or virus, including anthrax and e coli. Using non-toxic Hydrolyte™ in decontamination and sterilization processes generally eliminates the need for the use of other highly toxic chemical biocides (such as ammonia, chlorine bleach and gluteraldehyde) which are commonly used in decontamination.

Although it has been well known for many years that an aqueous solution of hypochlorous acid (HOCL), commonly known as “anolyte”, is capable of delivering extremely effective decontamination and sterilization results, previous problems in anolyte production technology has rendered its use economically infeasible in most applications. The two primary drawbacks with previous anolyte production technology were the inability to be produced in high enough concentrations (Parts Per Million – PPM) of the active ingredient, HOCL, and the relatively short time that the product maintained its maximum decontaminative efficacy.

Paradigm’s new proprietary production and distribution technologies have solved these problems. Its production equipment allows the Hydrolyte™ solution to be produced with any desired concentration of HOCL within the range (150 to 500 PPM) that may be desirable for any given application; and, to solve the “shelf life” problem, has perfected production equipment which is small enough to be located on the customer’s facility under lease, allowing for production-on-demand rather than maintaining stored product inventory. For customers who will not use enough product to justify the on-site equipment, the company will engage industry-specific distribution and commercial services companies to provide the products to end-user customers on a regular delivery schedule. Both of these solutions will assure end-users will always be supplied with fresh, full strength product.

Production: Hydrolyte™ is produced with the company���s proprietary equipment. The production technology for Hydrolyte™ produces a product with predetermined PPM properties, i.e., the equipment can be set to deliver any desired PPM level; and, we believe is superior to any other known production process or equipment available in the market today. The Hydrolyte™ production systems technology will largely be housed in portable and mobile units, which can be readily moved within a building or from site to site, although more permanent installations will be made in situations where such installation may be appropriate or required.

Markets:The primary marketsfor the Hydrolyte™ technology are in cleaning, disinfecting and sterilization in a variety of settings, including:

• institutional facilities, such as hospitals, nursing homes, hotels and schools;
• the agriculture industry for disinfection of crops, sanitization in food processing, and certain applications in animal husbandry;
• the oil and gas industry where Hydrolyte™ can provide a process to disinfect water used in hydraulic fracking processes (“frac water”) and to kill sulfite-producing microbes in “sour” oil and gas wells; and
• other market opportunities include disinfecting and sanitization of water in public and private water systems and industrial waste-water systems.

Management has determined that the most direct paths to rapid revenue and earnings growth are in the institutional facilities and agriculture markets. The preponderance of business development and marketing resources will be devoted to these two markets while management will also work to maintain the company’s position and expertise in the oil and gas industry to assure that current customer relationships are maintained, business opportunities at hand are pursued and that the company is properly positioned for a roll-out as, and when, drilling activity increases as anticipated.

Institutional Facilities: Hospitals, Health Care Facilities & Schools

Paradigm’s management believes that it has developed the state-of-the-art delivery and management systems for its applications in the institutional facilities market; most particularly for hospitals, nursing homes and other health care facilities – to include urgent care centers, medical, dental and veterinary offices – and schools. A complete turn-key cleaning, disinfection and sterilization program solution can be provided to the facility. At the core of this solution is Paradigm’s on-site Annihilyzer® production equipment. Annihilyzer® is Paradigm’s branded product for these applications and markets. TheCatholyte FREE^tmthat is produced by the same machine is a non-toxic mild detergent and degreaser that is easily applied using mop buckets, sprayers and floor cleaning machines for basic janitorial cleaning purposes.

Paradigm’s production equipment is housed in a kiosk which also contains a managed disbursement and bottling system which tracks inventory production, containerization and use. Spray bottles and other containers are labeled when filled or refilled with product identification and date of production using printed labels and radio-frequency identification (“RFID”) tags. Reading these labels and tags before use assures that the correct and “fresh” product is always being used. Each room is given an RFID tag. By reading the tags with a mobile app in a smartphone, the system tracks what is cleaned and disinfected, when and with what product (also by whom). The kiosk is Wi-Fi connected to smartphones so it is able to receive and store all of the data collected. The data can be used to generate a complete record of all cleaning, disinfecting and sanitizing activity, including personnel information on hours and activity – a cost saving convenience to management.

Paradigm will lease its production equipment, charging a monthly lease fee and a price per gallon of product used. The equipment will be placed and maintained through Paradigm-licensed commercial services companies that provide the on-site support as required. Any functional problems that may occur with any of the kiosk’s components will be resolved by a “rapid replacement” program. If problems are not easily and quickly resolved by the service licensee, Paradigm will overnight ship a replacement kiosk and have the defective unit returned for repair.

Agricultural Antimicrobial Pesticide

In the agricultural sector our microbiocide will be branded as Greenlyte^tm. It will provide a pre-harvest solution to numerous field crops that are affected by various bacterial and fungal pathogens. Through USDA grants and multiple studies by universities around the world, hypochlorous acid solutions have been tested and proven effective against yield-reducing crop pathogens in post-harvest applications to include sanitizing at point of harvest, point of packing, and points of sale. Paradigm’s initial major objective is to address pre-harvest pathogen issues, of which little testing has been done.

Paradigm is currently

• pursuing the completion of EPA registration that is necessary for full commercial introduction of the product to the agricultural sector; and
• undertaking a testing and field trial program with an independent agricultural pesticide research firm to determine the feasibility of pre-harvest use of Greenlyte to defeat various microbial infestations in as many different crops as possible.

The agricultural research is intended to support an aggressive rollout of scientifically tested and certified applications for the treatment and prevention of numerous specific microbial infestations of a wide variety of crops. This research activity will also be targeted at capturing the test data that would be required for regulatory approvals for the specific uses and crops.

While company management and technical staff and consultants are certain of Greenlyte^tm’s ability to kill virtually any microbe; substantial testing is required to determine proper application concentrations, volumes, and frequency, as well as optimal delivery techniques (which could be any or all of: root drenching, foliar spray or injection) needed to produce the most effective and least costly solutions. It must also be demonstrated and certified by independent third party testing that the treatment does no harm to the plants or the product to be harvested.

Management anticipates positive results from independent testing leading to the creation of multiple business opportunity targets on which to build a solid consistent, long-term revenue stream with solid growth potential for the foreseeable future.

Oil & Gas Industry

World market prices for oil have decreased during the past several years in response to additional product capacity coming on line simultaneously with a softening of the growth in demand. The oil and gas industry in the U.S. and elsewhere has experienced unprecedented expansion and prosperity due to an influx of technological advances enabling the discovery and accurate location and identification of significant domestic oil and gas reserves. Advances in drilling, fracturing equipment and chemical methodology greatly enhanced recovery rates and revenue growth. This growth surge reduced the United States’ dependency on foreign oil, contributed to lowering the U.S. trade deficit, reduced unemployment rates in oil producing areas, reduced heating and cooling cost resulting from increased supply, and provided lucrative investment opportunities. However, during the past two years an increasing supply of oil on a global scale has led to reduced prices and decreased drilling activity in the U.S. From a June 20, 2014 price of $115 per barrel, the price dropped to historic lows below $30 in February 2016 and approached $50, but may level off in the $40 range. This price decline has resulted in a great reduction in drilling activity and a corresponding reduction in our current opportunities for expanding business in the near to mid-term future. Management believes that our technologies continue to be desirable for, and continue to be used in, hydraulic fracturing drilling activities worldwide.

Paradigm is developing a large scale system utilizing Hydrolyte™ to help decontaminate “frac” water for reuse in the fracking process. Initial testing by Environmental Resource Technologies concluded that Hydrolyte™ is not only an effective biocide, but also has shown that Hydrolyte™ does not cause corrosive damage to gas and oil recovery equipment, nor does it cause any loss of efficacy to the other chemicals, additives, and propellants currently used in the fracking process. Hydrolyte™ also addresses another problem in the oil and gas industry. It can reduce the hydrogen sulfide created during the fracking process, thus improving the quality of the oil produced.

Hydrolyte™ reduces the costs of transport of contaminated water from the wellbore to a treatment facility and back, as well as eliminating the need for construction of water processing plants, providing an enormous expense reduction in the costs of drilling and enabling a sustainable competitive advantage. The company will maintain an active marketing program; however, revenue growth from the frac drilling application will be difficult to achieve during this period in the oil and gas industry.

BioPlax®

Paradigm holds the U.S. patent for BioPlax®; a biodegradable and bioaccessible plastic material. We intend to utilize BioPlax® in the second phase of our growth strategy. Unlike other biodegradable plastics, BioPlax® becomes bioaccessible (able to come in contact with an organism and be absorbed by it) and is completely returned back to the environment in the form of the original natural raw materials that were used to make the product, resulting in no residual or unintended impact on the environment. BioPlax® can be fabricated into innumerable products and can be engineered to biodegrade based on time and temperature specifications, from as little as a few minutes to as long as a year.

BioPlax® clearly has significant benefits relative to other plastics, which can take many years to biodegrade (and never become bioaccessible) and are the major source of pollution in landfills. BioPlax® can be used to manufacture existing plastic or foam products, with little or no change required to the production equipment. Sample applications include:

• Oil and Gas Uses: A BioPlax® product is currently being used in the oil and gas industry to deliver an “anti-scalant” required to keep wells operating efficiently. Utilizing nanotechnology, anti-scalant is encapsulated in a ball made from BioPlax® in various formulations for different dissolution intervals.
• Packaging: BioPlax® can be used for many forms of packaging; from single layer sheet to rigid molded packaging applications. BioPlax® can be used to make everything from foam cups to plastic packaging wraps.

Marketing & Distribution of the Technologies & Products

Paradigm intends to use its headquarters located in Lenexa, Kansas to display the products and technologies of the company. To enhance marketing and licensing of our technologies, management intends to install working models and simulations to allow first-hand interaction and live demonstrations. The showroom will serve as a meeting place for interested parties. On-site visits to existing installations and technology partner’s headquarters will be sponsored by the company. Currently, sales activities have been minimal while the company has focused on the final stage of systems and product development.

Customer relationships will be established through existing contacts, continued group presentations to interested parties, participation in industry trade shows, internet marketing, and word of mouth referrals. A sales function may be established in the future to pursue promising joint venture opportunities. We expect initial marketing activities to focus on developing an impactful and credible company image, which integrates all products and technologies into one cohesive appearance. All marketing collateral will incorporate a consistent look and display prominent logo recognition.

Hydrolyte™ -- Initially, Paradigm intends to rely on members of management and outside consultants to seek licensing and/or joint venture agreements for the Hydrolyte™ technology. In addition, Paradigm has a distributor agreement with an individual for distribution rights of Hydrolyte™ in California.

BioPlax® -- In 2014 Paradigm entered into a joint venture agreement with Centrix Partners, Inc., a Seychelles corporation, for plastic products rights. The agreement provides that the parties intend to establish a joint venture company to design a business plan and market the BioPlax® product on a non-exclusive worldwide basis. The agreement remains effective so long as the joint venture company exists and the agreement may be terminated by written agreement due to a material breach.

Competition

In all of our target markets, Paradigm will compete directly with large firms selling competing, but toxic, legacy cleanser and disinfectant products. They have longer operating histories, more experience, substantially greater financial and human resources, greater size, more substantial R&D and marketing operations, established distribution channels and are well positioned in the market to fight aggressively to defend their market share. However, the combined markets in which Paradigm is engaged are so massive that its competitive position as non-toxic and, in a significant number of applications, less expensive will allow Paradigm to prosper.

There are a limited number of potential competitors providing some form of anolyte-based biocide. Based on management’s research these companies are largely in early operating stages, concentrated in local or regional markets and have no technology or pricing advantage. These include Aquaox, Ecologic Solutions, Integrated Environmental Technologies, MIOX Corporation, and eWater Advantage.

In the institutional facilities and agricultural industries, Paradigm believes that its proprietary technologies in production, distribution, applications management and tracking will provide a competitive advantage in direct competition. In the oil and gas industry Paradigm has demonstrated the effectiveness and efficiencies of its products and processes. It is well positioned with respect to other companies providing anolyte-based biocides. In the water treatment industry, “Filtering” technologies similar to Hydrolyte™ range from simple decanting to distillation. They are typically implemented as multi-stage processes to attain water quality standards for the planned reuse. Where that planned reuse is desired to be biocide-free, leaving no residual biocides in the water output, Paradigm’s technology has a distinct competitive advantage. Where there is less or no concern regarding residuals, other methods often will have a cost advantage, limiting opportunities in this sector.

Research and Development

Paradigm’s research and development costs for the years ended 2015, 2014 and 2013 were $29,871, $75,026 and $205,030, respectively. During that period Paradigm conducted testing of the application of the Hydrolyte™ technology in the oil and gas industry; as a biocide in institutional facilities such as hospitals, jails and medical facilities; and, in agriculture and food processing.

In 2016 through 2018 the company expects to spend an average of $200,000 per year on research and development. Products and systems for the institutional facilities market have been largely. Consequently, the expenditures will be predominantly in the agricultural sector with a lesser amount devoted to BioPlax® applications.

In October 2015 Paradigm entered into an agreement with Florida Pesticide Research, Inc. to conduct agricultural research intended to support an aggressive rollout of tested and certified applications for the treatment and prevention of numerous specific microbial infestations of a wide variety of crops. While company management and technical staff and consultants are certain of Hydrolyte™’s ability to kill virtually any microbe, testing is required to determine proper application concentrations, volumes, frequency and delivery techniques (which could be any or all of: root drenching, foliar spray or injection) needed to be most effective and least costly. It must be demonstrated that the treatment does no harm to the plants or the product to be harvested.

Principal Suppliers

Hydrolyte™ Production Equipment:Most of Paradigm’s production equipment will be fabricated and assembled under contract by Werks Manufacturing Inc., a manufacturing firm in Ft. Wayne, Indiana. The balance will be assembled in the company’s research and development facility in Little River, South Carolina.

BioPlax® Production: Paradigm intends to rely upon a local, strategic partner company to continue to manufacture and produce our BioPlax® as needed.

Major Customers

As of the date of this Report, Paradigm has entered into a distributorship agreement and a joint venture agreement; however, these agreements are not currently providing consistent revenues.

Intellectual Property

Paradigm holds the North American rights to the patented Hydrolyte™ production system

Paradigm holds a United States patent for BioPlax® (Patent No. 5948848); and is currently developing a new patent application related to variants of the BioPlax® product formulations. On January 14, 2014, Paradigm applied for registration of the North America trademark for BioPlax® and the application was approved in 2015.

In July 2016 Paradigm acquired the complete intellectual property and patent rights to the hardware, firmware and software comprising the inventory production, disbursement, containerization, tracking and reporting system, trademarked as the Annihilyzer®, which is to be employed in the use of the Hydrolyte™ in large hospitals facilities.

Paradigm has recently applied for trademark registration for Hydrolyte™ and the registration is currently in process. It is also in the process of acquiring the full patent rights to Hydrolyte™ and perfecting the production innovation, know-how, trade secrets and patentable innovations incorporated into the improved production, inventory management and reporting systems.

Government Regulations and Compliance with Environmental Laws

Paradigm is not aware of any existing or probable government regulations that would negatively impact our operations. The company is currently seeking EPA registration of our technologies. As a licensor of water treatment technology, it is not subject to government regulations for the removal of oils, solids and pathogens from water, other than normal safety standards and certifications (such as UL or CE) for goods that we manufacture for demonstrations and joint ventures, and our product lines. However, prospective customers are subject to local, state and federal laws and regulations governing water quality, environmental quality and pollution control. To date, compliance with government regulations has had no material effect on the company’s operations, capital, earnings, or competitive position, and the cost of such compliance has not been material. Paradigm is unable to assess or predict at this time what effect additional regulations or legislation could have on its activities.

In addition, Paradigm’s prospective customers will be subject to the Clean Water Act which regulates the discharge of pollutants into streams and other waters of the U.S. (as defined in the statute) from a variety of sources. If wastewater or runoff from facilities or operations may be discharged into surface waters, the Clean Water Act requires that person to apply for and obtain discharge permits, conduct sampling and monitoring and, under certain circumstances, reduce the quantity of pollutants in those discharges. The federal government may delegate Clean Water Act authority to the states.

Employees

As of the date of this Report, Paradigm has four full-time employees and two contract consultants. Management expects to confer with consultants, attorneys and accountants as necessary. The company does not anticipate a need to engage more full-time employees so long as it is seeking and evaluating licensing and distribution opportunities.

Paradigm Properties

Paradigm subleases approximately 650 square feet of office space in Lenexa, Kansas from United Resource Holdings, LLC, a Kansas limited liability company. The sublease amount is $1,500 per month and the term commenced on September 1, 2015 and expires August 31, 2016 with the option to renew for two additional one year periods. Either party may terminate the sublease by providing written notice to the other party and if the other party fails to correct or remedy the condition within 30 days, then the sublease will be terminated. Paradigm also leases 2,500 square feet of office and manufacturing space in Little River, South Carolina for $1,500 per month. This lease terminates August 31, 2016.

ITEM 6. EXHIBITS

Part I Exhibits

Part II Exhibits

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
Date: August 15, 201614, 2017	By:	/s/Gary J. Grieco
		Gary J. Grieco, Principal Executive Officer
		President and Director
		Principal Financial Officer

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