UNITED STATES
                SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C. 20549

                           FORM 10-KSB

[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

      For the fiscal year ended December 31, 2001


[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934

                 Commission file number 000-31549

                    BINGHAM CANYON CORPORATION
                 -------------------------------
      (Exact name of registrant as specified in its charter)

            Nevada                                     51-0292843
          -----------                         -------------------------
(State of incorporation)                  (I.R.S. Employer Identification No.)


#584, 3353 South Main Street, Salt Lake City, Utah           84115
--------------------------------------------------       -------------
(Address of principal executive offices)                   (Zip code)

Issuer's telephone number, including area code: (801) 323-2395

Securities registered pursuant to Section 12(b) of the Act: None.

Securities registered pursuant to Section 12(g) of the Act: Common Stock

The issuer (1) filed all reports required to be filed by Section 13 or 15(d)
of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports) and
(2) has been subject to such filing requirements for the past 90 days.
Yes [ X ]  No [  ]

Disclosure of delinquent filers in response to item 405 of Regulation S-B is
not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy or information statements incorporated by
reference in Part III of this Form 10-KSB or any amendment to this Form
10-KSB.   [X]

State issuer's revenue for its most recent fiscal year: None.

As of February 26, 2002, the registrant had 17,000,000 shares of common stock
outstanding.  The registrant does not have an active trading market;
therefore, a market value of the voting stock held by non-affiliates can not
be determined.

Documents incorporated by reference: None.

Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]

<PAGE>
<PAGE>
                              PART I

Item 1.   Description of business...........................................2
Item 2.   Description of property...........................................7
Item 3.   Legal proceedings ................................................7
Item 4.   Submission of matters to a vote of security holders ..............7

                             PART II

Item 5.   Market for common equity and related stockholder matters..........7
Item 6.   Plan of operations ...............................................7
Item 7.   Financial statements .............................................8
Item 8.   Changes in and disagreements with accountants on
          accounting and financial disclosure..............................19

                             PART III

Item 9.   Directors and executive officers; Compliance with
          Section 16(a) of the Exchange Act................................19
Item 10.  Executive compensation...........................................19
Item 11.  Security ownership of certain beneficial owners and management...20
Item 12.  Certain relationships and related transactions ..................20
Item 13.  Exhibits and reports on Form 8-K.................................21





















                                2


<PAGE>


                    FORWARD LOOKING STATEMENTS

      In this annual report references to "Bingham Canyon," "we," "us," and
"our" refer to Bingham Canyon Corporation

      This annual report contains certain forward-looking statements within
the meaning of the Private Securities Litigation Reform Act of 1995.  For this
purpose any statements contained in this annual report that are not statements
of historical fact may be deemed to be forward-looking statements.  Without
limiting the foregoing, words such as "may," "will," "expect," "believe,"
"anticipate," "estimate" or "continue" or comparable terminology are intended
to identify forward-looking statements.  These statements by their nature
involve substantial risks and uncertainties, and actual results may differ
materially depending on a variety of factors, many of which are not within
Bingham Canyon's control.  These factors include but are not limited to
economic conditions generally and in the industries in which Bingham Canyon
may participate, competition within Bingham Canyon' s chosen industry,
technological advances and failure by Bingham Canyon to successfully develop
business relationships.

                 ITEM 1: DESCRIPTION OF BUSINESS

Business Development

     On August 19, 1998, Bingham Canyon Corporation was incorporated in the
state of Nevada.  Bingham Canyon merged with Bingham Canyon Corporation, a
Delaware corporation, on August 26, 1999.  Bingham Delaware merged with
Bingham Nevada solely to change its domicile from Delaware to Nevada.  Bingham
Delaware was incorporated on February 27, 1986 as Hystar Aerospace Marketing
Corporation of Delaware.  Bingham Delaware was the subsidiary of VIP Worldnet,
Inc., a Nevada corporation.

Our Plan

     We are a "blank check" company and have had recurring operating losses
for the past two fiscal years.  Our independent auditors have expressed doubt
that we can continue as a going concern unless we obtain financing to continue
operations.

     Our business plan is to seek, investigate, and, if warranted, acquire an
interest in a business opportunity.  Our acquisition of a business opportunity
may be made by merger, exchange of stock, or otherwise.  We have very limited
sources of capital, and we probably will only be able to take advantage of one
business opportunity. At the present time we have not identified any business
opportunity that we plan to pursue, nor have we reached any preliminary or
definitive agreements or understandings with any person concerning an
acquisition or merger.

     Based on current economic and regulatory conditions, management believes
that it is possible, if not probable, for a company like ours, without many
assets or liabilities, to negotiate a merger or acquisition with a viable
private company.  The opportunity arises principally because of the high legal
and accounting fees and the length of time associated with the registration
process of "going public."  However, should any of these conditions change, it
is very possible that there would be little or no economic value for anyone
taking over control of Bingham Canyon.

     Our search for a business opportunity will not be limited to any
particular geographical area or industry and includes both U.S. and
international companies.  Our management has unrestricted discretion in
seeking and participating in a business opportunity, subject to the
availability of such opportunities, economic conditions and other factors.
Our management believes that companies who desire a public market to enhance
liquidity for current stockholders, or plan to acquire additional assets
through issuance of securities rather than for cash will be

                                3
<PAGE>


potential merger or acquisition candidates.

     The selection of a business opportunity in which to participate is
complex and extremely risky and will be made by management in the exercise of
its business judgement.  There is no assurance that we will be able to
identify and acquire any business opportunity which will ultimately prove to
be beneficial to us and our stockholders.  Should a merger or acquisition
prove unsuccessful, it is possible management may decide not to pursue further
acquisition activities and management may abandon its activities and we may
become dormant or be dissolved.

     Our activities are subject to several significant risks which arise
primarily as a result of the fact that we have no specific business and may
acquire or participate in a business opportunity based on the decision of
management which will, in all probability, act without consent, vote, or
approval of our stockholders.

     It is possible that the range of business opportunities that might be
available for consideration by us could be limited by impact of the SEC
regulations regarding purchase and sale of "penny stock."  Our common stock is
not publicly traded at this time and we cannot assure that a market will
develop or that a stockholder ever will be able to liquidate his investments
without considerable delay, if at all.  If a market develops, our shares will
likely be subject to the rules of the Penny Stock Suitability Reform Act of
1990. The liquidity of penny stock is affected by specific disclosure
procedures required by this Act to be followed by all broker-dealers,
including but not limited to, determining the suitability of the stock for a
particular customer, and obtaining a written agreement from the customer to
purchase the stock.  This rule may affect the ability of broker-dealers to
sell our securities and may affect the ability of purchasers to sell our
securities in any market.

Investigation and Selection of Business Opportunities

     We anticipate that business opportunities will come to our attention from
various sources, including our officers and directors, our stockholders,
professional advisors such as attorneys and accountants, securities
broker-dealers, investment banking firms, venture capitalists, members of the
financial community and others who may present unsolicited proposals.
Management expects that prior personal and business relationships may lead to
contacts with these various sources.

     Our management will analyze the business opportunities, however, none of
our management are professional business analysts.  (See, Part II, Item 9:
"Directors and Executive Officers . . .") Our management has had limited
experience with mergers and acquisitions of business opportunities and has not
been involved with an initial public offering.  Management may rely on
promoters or their affiliates, principal stockholders or associates to assist
in the investigation and selection of business opportunities.

     Certain conflicts of interest exist or may develop between us and our
officers and directors.  Our management has other business interests to which
they currently devote attention, which include their primary employment and
management of other blank check reporting companies.  They may be expected to
continue to devote their attention to these other business interests although
management time should be devoted to our business.  As a result, conflicts of
interest may arise that can be resolved only through their exercise of
judgement in a manner which is consistent with their fiduciary duties to us.
In particular, John W. Peters, our Secretary/Treasurer is a director of other
blank check companies with a structure and a business plan which is identical
to ours and our management may in the future be involved with other blank
check companies.  In the process of negotiations for an acquisition or merger
or determination of consulting fees related to investigation of a business
opportunity, our management and principal stockholders may consider their own
personal pecuniary benefit or the interests of other blank check companies
they are affiliated with rather than the best interests of our other
stockholders.

     We presently do not foresee entering into a merger or acquisition
transaction with any business with

                                4
<PAGE>

which our officers or directors are currently affiliated. We may acquire or
merge with companies of which our management's  affiliates or associates have
a direct or indirect ownership interest.  If we determine in the future that a
transaction with an affiliate would be in our best interest we are permitted
by Nevada law to enter into such a transaction if:

     (1) The material facts regarding the relationship or interest of the
affiliate in the contract or transaction are disclosed or are known to the
board of directors.  The board authorizes the contract or transaction by the
affirmative vote of a majority of the disinterested directors, even though the
disinterested directors constitute less than a quorum; or

     (2) The material facts regarding the relationship or interest of the
affiliate in the contract transaction are disclosed or are known to the
stockholders entitled to vote on the transaction, and the contract or
transaction is specifically approved by vote of the stockholders; or

     (3) The contract or transaction is fair to us at the time it is
authorized, approved or ratified by the board of directors or the
stockholders.

     A decision to participate in a specific business opportunity may be made
upon our management's analysis of the quality of the business opportunity's
management and personnel, the anticipated acceptability of its new products or
marketing concept, the merit of its technological changes, the perceived
benefit that it will derive from becoming a publicly held entity, and numerous
other factors which are difficult, if not impossible, to analyze through the
application of any objective criteria.  In many instances, we anticipate that
the historical operations of a specific business opportunity may not
necessarily be indicative of the potential for the future because of the
possible need to substantially shift marketing approaches, significantly
expand operations, change product emphasis, change or substantially augment
management, or make other changes.  We will be dependent upon the owners of a
business opportunity to identify any such problems which may exist and to
implement, or be primarily responsible for, the implementation of required
changes.

     In our analysis of a business opportunity we anticipate that we will
consider, among other things, the following factors:

     (1)  Potential for growth and profitability, indicated by new technology,
anticipated market expansion, or new products;

     (2)  Our perception of how any particular business opportunity will be
received by the investment community and by our stockholders;

     (3)  Whether, following the business combination, the financial condition
of the business opportunity would be, or would have a significant prospect in
the foreseeable future of becoming sufficient to enable our securities to
qualify for listing on a exchange or on a national automated securities
quotation system, such as NASDAQ.

     (4)  Capital requirements and anticipated availability of required funds,
to be provided by us or from operations, through the sale of additional
securities, through joint ventures or similar arrangements, or from other
sources;

     (5)  The extent to which the business opportunity can be advanced;

     (6)  Competitive position as compared to other companies of similar size
and experience within the industry segment as well as within the industry as a
whole;


                                5
<PAGE>


     (7)  Strength and diversity of existing management, or management
prospect that are scheduled for recruitment;

     (8)  The cost of our participation as compared to the perceived tangible
and intangible values and potential; and

     (9)  The accessibility of required management expertise, personnel, raw
materials, services, professional assistance, and other required items.

     No one of the factors described above will be controlling in the
selection of a business opportunity.  Management will attempt to analyze all
factors appropriate to each opportunity and make a determination based upon
reasonable investigative measures and available data.  Potential business
opportunities may occur in many different industries and at various stages of
development.  Thus, the task of comparative investigation and analysis of such
business opportunities will be extremely difficult and complex. Potential
investors must recognize that because of our limited capital available for
investigation and management's limited experience in business analysis, we may
not discover or adequately evaluate adverse facts about the opportunity to be
acquired.

Form of Acquisition

     We cannot predict the manner in which we may participate in a business
opportunity. Specific business opportunities will be reviewed as well as our
needs and desires and those of the promoters of the opportunity.  The legal
structure or method deemed by management to be suitable will be selected based
upon our review and our relative negotiating strength. Such method may
include, but are not limited to, leases, purchase and sale agreements,
licenses, joint ventures and other contractual arrangements. We may act
directly or indirectly through an interest in a partnership, corporation or
other forms of organization.  We may be required to merge, consolidate or
reorganize with other corporations or forms of business organization. In
addition, our present management and stockholders most likely will not have
control of a majority of our voting shares following a merger or
reorganization transaction. As part of such a transaction, our existing
directors may resign and new directors may be appointed without any vote by
our stockholders.

     We likely will acquire our participation in a business opportunity
through the issuance of common stock or other securities.  Although the terms
of any such transaction cannot be predicted, it should be noted that issuance
of additional shares also may be done simultaneously with a sale or transfer
of shares representing a controlling interest by current principal
stockholders.

Competition

     We expect to encounter substantial competition in our effort to locate
attractive opportunities.  Business development companies, venture capital
partnerships and corporations, venture capital affiliates of large industrial
and financial companies, small investment companies, and wealthy individuals
will be our primary competition. Many of these entities will have
significantly greater experience, resources and managerial capabilities than
we do and will be in a better position than we are to obtain access to
attractive business opportunities.  We also will experience competition from
other public "blank check" companies, many of which may have more funds
available for such transactions.

Employees

     We currently have no employees.  Our management expects to confer with
consultants, attorneys and accountants as necessary.  We do not anticipate a
need to engage any full-time employees so long as we are seeking and
evaluating business opportunities.  We will determine the need for employees
based upon the specific business opportunity.


                                6
<PAGE>


                 ITEM 2: DESCRIPTION OF PROPERTY

     We do not currently own or lease any property.  We use office space in
Mr. Peters' office at no cost.  Until we pursue a viable business opportunity
and recognize income we will not seek independent office space.

                    ITEM 3: LEGAL PROCEEDINGS

     We are not a party to any proceedings or threatened proceedings as of the
date of this filing.


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

     We have not submitted a matter to a vote of our shareholders during the
fourth quarter of the 2001 fiscal year.

                             PART II

ITEM 5: MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market, Holders and Dividends

     We do not have an established public trading market.  We have
approximately 84 stockholders of record with 15,000,000 of those shares being
restricted shares, as that term is defined in Rule 144, and 2,000,000 are
unrestricted.  We have not declared dividends on our common stock and do not
anticipate paying dividends on our common stock in the foreseeable future.

Recent Sales of Unregistered Securities

    We have not sold securities without registration within the past three
years.

                    ITEM 6:  PLAN OF OPERATION

     We have no assets and have experienced losses from inception.  For the
year ended December 31, 2001, we had no cash on hand and total current
liabilities of $27,000.  The $27,000 note payable is for legal and accounting
fees incurred during 1999 which were paid on our behalf by Mutual Ventures
Corporation, which was a related party at the time.

     We have no commitments for capital expenditures for the next twelve
months.  During the next twelve months we believe that our current cash needs
can be met by loans from our directors, officers and stockholders based on
understandings we have with these individuals.  These understandings are not
written agreements and therefore these persons are not obligated to provide
funds.  We may repay these loans, costs of services and advancements with
cash, if available, or we may convert them into common stock.

     Our reporting obligations involve considerable time, energy and
professional fees.  We will incur expenses due to the legal and accounting
services required to prepare such reports and the costs of filing such reports
with the Securities and Exchange Commission.  Also, our management must expend
time and effort to assist in the preparation and review of such reports.  In
the event we acquire a business opportunity we may incur additional expenses
related to proxy or information statements we must provide to our stockholders
which disclose that company's business operations, management and financial
condition.  In addition, the acquired or merged company will be subject to
these same reporting obligations

                                7
<PAGE>

     Our management intends to actively seek business opportunities during the
next twelve months and if we obtain a business opportunity, it may be
necessary to raise additional capital.  This may be accomplished by sales of
our common stock.


                   ITEM 7: FINANCIAL STATEMENTS










                                8
<PAGE>


                    Bingham Canyon Corporation

                       Financial Statements

                    December 31, 2001 and 2000


<PAGE> 9

                             CONTENTS


Independent Auditor's Report ..............................................3

Balance Sheets.............................................................4

Statements of Operations ..................................................5

Statements of Stockholders' Equity.........................................6

Statements of Cash Flows ..................................................7

Notes to the Financial Statements .........................................8



<PAGE> 10

                      CHISHOLM & ASSOCIATES
A Professional           Certified Public Accountants    Office (801)292-8756
Corporation                    P.O. Box 540216              Fax (801)292-8809
                   North Salt Lake, Utah 84054
_____________________________________________________________________________



                   INDEPENDENT AUDITOR'S REPORT



To the Board of Directors and Stockholders
of Bingham Canyon Corporation:

We have audited the accompanying balance sheets of Bingham Canyon Corporation
(a development stage company) as of December 31, 2001 and the related
statements of operations, stockholders' equity and cash flows for the year
then ended. These financial statements are the responsibility of the Company's
management.  Our responsibility is to express an opinion on these financial
statements based on our audit.  The financial statements of Bingham Canyon
Corporation for the year ended December 31, 2000 and from inception on
February 27, 1986 through December 31, 2000 were audited by other auditors
whose report dated February 7, 2001 expressed an unqualified opinion.

We conducted our audit in accordance with generally accepted auditing
standards in the United States of America.  Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bingham Canyon Corporation
(a development stage company) as of December 31, 2001 and 2000 and the results
of its operations and cash flows for the years ended December 31, 2001 and
2000 and from inception February 27, 1986 through December 31, 2001 in
conformity with generally accepted accounting principles in the United States
of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern.  The Company has suffered recurring
losses from operations which raises substantial doubt about its ability to
continue as a going concern.  Management's plans in regard to these matters
are described in Note 2.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/ Chisholm & Associates

Chisholm & Associates
North Salt Lake, Utah
January 2, 2002


                               -3-
<PAGE> 11


                    Bingham Canyon Corporation
                  (A Development Stage Company)
                          Balance Sheets


                              ASSETS

                                                            December 31
                                                         2001        2000
                                                   ------------- -------------
CURRENT ASSETS

          Cash                                     $          -  $          -
                                                   ------------- -------------

  TOTAL ASSETS                                     $          -  $          -
                                                   ============= =============


               LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES

Accounts Payable - related party                   $     27,000  $     27,000
                                                   ------------- -------------

  Total Liabilities                                      27,000        27,000
                                                   ------------- -------------
STOCKHOLDERS' EQUITY

Common Stock, $.001 par value; 100,000,000
 shares authorized; 17,000,000 shares
 issued and outstanding                                  17,000        17,000

Deficit Accumulated during the development stage        (44,000)      (44,000)
                                                   ------------- -------------

  Total Stockholders' Equity (deficit)                  (27,000)      (27,000)
                                                   ------------- -------------

  TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY       $          -  $          -
                                                   ============= =============













The accompanying notes are an integral part of these financial statements

                               -4-
<PAGE> 12


                    Bingham Canyon Corporation
                  (A Development Stage Company)
                     Statement of Operations

                                                              From
                                     For the Years Ended      Inception on
                                         December 31          February 27,
                                  --------------------------- 1986 to Dec. 31,
                                     2001           2000      2001
                                  ------------- ------------- --------------

REVENUES                          $          -  $          -  $           -
                                  ------------- ------------- --------------
EXPENSES

  General & Administrative                   -             -         44,000
                                  ------------- ------------- --------------

    TOTAL EXPENSES                           -             -         44,000
                                  ------------- ------------- --------------

NET INCOME (LOSS)                 $          -  $          -  $     (44,000)
                                  ============= ============= ==============

NET LOSS PER SHARE                $       0.00  $       0.00  $       (0.00)
                                  ============= ============= ==============
WEIGHTED AVERAGE SHARES
  OUTSTANDING                       17,000,000    17,000,000     17,000,000
                                  ============= ============= ==============












The accompanying notes are an integral part of these financial statements

                               -5-
<PAGE> 13



                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Statements of Stockholders' Equity
  From Inception on February 27, 1986 through December 31, 2001


                                                                 Deficit
                                                                 Accumulated
                                                     Additional  During the
                                Common Stock         Paid in     Development
                             Shares       Amount     Capital     Stage
                           ------------- ----------- ----------- -------------
Issuance of shares for
 marketing rights            17,000,000  $   17,000  $        -  $          -

Net (loss) for the year
 ended December 31, 1986              -           -           -        (3,400)

Net (loss) for the year
  ended December 31, 1987             -           -           -        (3,400)

Net (loss) for the year
 ended December 31, 1988              -           -           -        (3,400)

Net (loss) for the year
 ended December 31, 1989              -           -           -        (3,400)

Net (loss) for the year
 ended December 31, 1990              -           -           -        (3,400)

Net (loss) for the year
 ended December 31, 1991              -           -           -             -

Net (loss) for the year
 ended December 31, 1992              -           -           -             -

Net (loss) for the year
 ended December 31, 1993              -           -           -             -
                           ------------- ----------- ----------- -------------

Balance - December 31, 1993  17,000,000      17,000           -       (17,000)

Net (loss) for the year
 ended December 31, 1994              -           -           -             -
                           ------------- ----------- ----------- -------------

Balance - December 31, 1994  17,000,000      17,000           -       (17,000)

Net (loss) for the year
 ended December 31, 1995              -           -           -             -
                           ------------- ----------- ----------- -------------

Balance - December 31, 1995  17,000,000      17,000           -       (17,000)

Net (loss) for the year
 ended December 31, 1996              -           -           -             -
                           ------------- ----------- ----------- -------------

Balance - December 31, 1996  17,000,000      17,000           -       (17,000)

Net (loss) for the year
 ended December 31, 1997              -           -           -             -
                           ------------- ----------- ----------- -------------

Balance - December 31, 1997  17,000,000      17,000           -       (17,000)

Shares issued in formation
of Bingham Canyon Corporation       100           -           -             -

Net (loss) for the year
 ended December 31, 1998              -           -           -             -
                           ------------- ----------- ----------- -------------

Balance - December 31, 1998  17,000,100      17,000           -       (17,000)

Cancellation of shares             (100)          -           -             -

Net (loss) for the year
 ended December 31, 1999              -           -           -       (27,000)
                           ------------- ----------- ----------- -------------

Balance - December 31, 1999  17,000,000      17,000           -       (44,000)

Net (loss) for the year
 ended December 31, 2000              -           -           -             -
                           ------------- ----------- ----------- -------------

Balance - December 31, 2000  17,000,000      17,000           -       (44,000)

Net (loss) for the year
 ended December 31, 2001              -           -           -             -
                           ------------- ----------- ----------- -------------

Balance - December 31, 2001  17,000,000  $   17,000  $        -  $    (44,000)
                           ============= =========== =========== =============









The accompanying notes are an integral part of these financial statements

                               -6-




<PAGE> 14
<TABLE>
<CAPTION>


                    Bingham Canyon Corporation
                  (A Development Stage Company)
                     Statement of Cash Flows

                                                                   From
                                          For the Years Ended      Inception on
                                              December 31          February 27, 1986
                                       --------------------------- Through
                                          2001           2000      December 31,2001
                                       ------------- ------------- ----------------
<S>                                    <C>           <C>           <C>
Cash Flows from Operating Activities

  Net Loss                             $          -  $          -  $       (44,000)
  Less  Non-cash Items:
  Depreciation & Amortization                     -             -           17,000
  Increase  in Accounts Payable                   -             -           27,000
                                       ------------- ------------- ----------------
  Net Cash Provided (Used) by
   Operating Activities                           -             -                -
                                       ------------- ------------- ----------------

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

Cash Flows from Financing Activities

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

Increase (Decrease) in Cash                       -             -                -

Cash and Cash Equivalents at
 Beginning of Period                              -             -                -
                                       ------------- ------------- ----------------

Cash and Cash Equivalents at
 End of Period                         $          -  $          -  $             -
                                       ============= ============= ================

Supplemental Cash Flow Information:

  Stock issued for marketing rights    $          -  $          -  $        17,000

  Cash Paid For:
    Interest                           $          -  $          -  $             -
    Income Taxes                       $          -  $          -  $             -






The accompanying notes are an integral part of these financial statements

                               -7-

</TABLE>
<PAGE> 15


                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2001 and 2000

NOTE 1 - Summary of Significant Accounting Policies

     a.   Organization & Consolidation Policy

          Bingham Canyon Corporation (the Company), a Nevada corporation, was
incorporated August 19, 1998.   On August 26, 1999  the Company merged with
Bingham Canyon  Corporation, a Delaware corporation.  (Bingham Delaware).  The
Company is the surviving corporation.

          Bingham Delaware, formerly known as Hystar Aerospace Marketing
Corporation of Delaware, was incorporated February 27, 1986 to lease, sell,
and market airships and the Burkett Mill, a waste milling device, which rights
were acquired from VIP Worldnet, Inc. initially the only shareholder.  The
technology to further develop the airship and the mill  by the parent company
proved to be prohibitive, and shortly after the acquisition of the marketing
rights further activity ceased.  Bingham Delaware has been inactive since that
date.

          The merger was recorded under the pooling of interest method of
accounting.  Each share of the Company remained outstanding as one fully paid
and non-assessable share of capital stock of the surviving corporation, and
each share of Bingham Delaware  was converted into one fully paid and
non-assessable share of capital stock of the surviving corporation.

          The Company incurred no revenue, expenses and had neither assets nor
liabilities on its balance sheet from the date of its inception to the date of
the merger.  Therefore, the accompanying financial statements present the
financial condition and results of operations of Bingham Delaware from its
inception through the merger date and of the surviving entity, the Company, as
of the merger date.

     b.   Recognition of Revenue

          The Company recognizes income and expense on the accrual basis of
accounting.

     c.   Earnings (Loss) Per Share

          The computation of earnings per share of common stock is based on
the weighted average number of shares outstanding at the date of the financial
statements



                               -8-
<PAGE> 16


                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2001 and 2000

NOTE 1 - Summary of Significant Accounting Policies (continued)

     c.   Earning (Loss) Per Share (continued)

                                       Income (loss)   Shares      Per Share
                                        (Numerator) (Denominator)   Amount
                                        ------------ ------------ ------------
  For the year ended December 31, 2001:

  Basic EPS
   Income (loss) to common stockholders $         -    17,000,000 $      (.00)
                                        ============ ============ ============

  For the year ended December 31, 2000:

  Basic EPS
   Income (loss) to common stockholders $         -    17,000,000 $      (.00)
                                        ============ ============ ============

  From inception on February 27, 1986
   to December 31, 2001:

  Basic EPS
   Income (loss) to common stockholders $   (44,000)   17,000,000 $      (.00)
                                        ============ ============ ============

     d.   Cash and Cash Equivalents

          The Company considers all highly liquid investments with maturities
of three months or less to be cash equivalents.

     e.   Provision for Income Taxes

          No provision for income taxes have been recorded due to net
operating loss carryforwards totaling approximately $44,000 that will be
offset against future taxable income.  These NOL carryforwards began to expire
in the year 2001.  No tax benefit has been reported in the financial
statements because the Company believes there is a 50% or greater chance the
carryforward will expire unused.

          Deferred tax asset and the valuation account is as follows as
December 31, 2001 and 2000:
                                                           December 31,
                                                        2001          2000
                                                   ------------- ------------
     Deferred tax asset:
          NOL carryforward                         $     15,000  $    15,000

          Valuation allowance                          ( 15,000)    ( 15,000)
                                                   ------------- ------------

                                                   $          -  $         -
                                                   ============= ============


                               -9-

<PAGE> 17

                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2001 and 2000

NOTE 1 - Summary of Significant Accounting Policies (continued)

     f.   Use of estimates

          The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period.  Actual results could differ from those estimates.

NOTE 2 - Going Concern

         The accompanying financial statements have been prepared assuming
that the Company will continue as a going concern.  The Company has no assets
and has had recurring operating losses for the past several years and is
dependent upon financing to continue operations.  The financial statements do
not include any adjustments that might result from the outcome of this
uncertainty.  It is management's plan to find an operating company to merge
with, thus creating necessary operating revenue.

NOTE 3 - Stockholders' Equity

         In 1986, the Company issued 17,000,000 shares of common stock for the
marketing rights to an airship and a waste milling device.  The value of this
issuance was $17,000.

         During 1998, the Company issued 100 shares of stock in the formation
of Bingham Canyon Corporation (NV), and subsequently canceled these shares.

NOTE 4 - Related Party Transactions

         During the year ended December 31, 1999, the Company incurred $27,000
of professional fees payable to professionals affiliated with Mutual Ventures
Corp.  An officer of the Company is also an employee of Mutual Ventures Corp.

NOTE 5 - Development Stage Company

         The Company is a development stage company as defined in Financial
Accounting Standards Board Statement No. 7.  It is concentrating substantially
all of its efforts in raising capital and searching for a business operation
with which to merge, or assets to acquire, in order to generate significant
operations.

                               -10-

<PAGE> 18


      ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS

     As previously reported, on October 30, 2001 we requested and received the
resignation of our independent auditors, Smith & Company, Certified Public
Accountants.  We engaged Chisholm & Associates, Certified Public Accountants,
as our independent auditors.

                             PART III

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS; COMPLIANCE WITH SECTION 16(a)

Directors and Officers

     Our executive officers and directors and their respective ages, positions
and term of office are set forth below.  Biographical information for each of
those persons is also presented below.  Our bylaws require at least one
director and up to nine directors who serve for a term of one year or until
they are replaced by a qualified director.  Our executive officers are chosen
by our Board of Directors and serve at its discretion.   There are no existing
family relationships between or among any of our executive officers or
directors.
                                                             Director or
Name            Age   Position Held                          Officer Since
--------------- ----- -------------------------------------- ----------------

Brett D. Mayer   30   President and Director                 June 30, 2000
John W. Peters   50   Secretary/Treasurer and Director       July 19, 1999


     Brett D. Mayer.  From January 1995 to the present Mr. Mayer has been an
account executive for Universal Business Insurance primarily marketing and
selling insurance policies.  He received a bachelors degree in economics from
the University of Utah.

     John W. Peters.   Since July 1999 Mr. Peters has been the manager of
Development Specialties, Inc. a property management company.  Since 1995 to
the present he has been President and Chairman of the Board of Earth Products
and Technologies, Inc, a reporting company.  From 1993 to 1995 he was employed
as Earth Products' operations manager.  He also is a Director of Skinovation
Pharmaceutical, Inc. and Cancer Capital Corp., which are reporting companies.
His prior business experience includes President and Executive Officer of
Certified Environmental Laboratories, Inc. and Vice President of Sales and
Marketing for Comco Communications Corp. in California.  Mr. Peters studied
business administration at Long Beach Community College and California
Polytechnic State University in San Louis Obispo, California.

Section 16(a) Beneficial Ownership Reporting Compliance

     Section 16(a) of the Securities Exchange Act of 1934 requires our
directors, executive officers and persons who own more than ten percent of a
registered class of our equity securities, to file with the Securities and
Exchange Commission initial reports of ownership and reports of changes in
ownership of common stock and our other equity securities.  Officers,
directors and greater than ten-percent beneficial owners are required by SEC
regulations to furnish us with copies of all Section 16(a) reports they file.
Based solely upon review of the copies of such forms furnished to us during
the fiscal year ended December 31, 2001 and representations to us that no
Forms 5 were required, we believe no reports were required to be filed during
fiscal year 2001.


                 ITEM 10: EXECUTIVE COMPENSATION

     Our named executive officers have not received any cash compensation,
bonuses, stock appreciation rights, long term compensation, stock awards or
long-term incentive rights from us during the past three fiscal

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<PAGE>

years.  Mr. Mayer who acts in the capacity of Chief Executive Officer did not
receive any compensation during the most recent fiscal year. We have not
entered into employment contracts with our executive officers and their
compensation, if any, will be determined at the discretion of our Board of
Directors.

Compensation of Directors

     We do not have any standard arrangement for compensation of our directors
for any services provided as director, including services for committee
participation or for special assignments.


        ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
                      OWNERS AND MANAGEMENT

     The following table sets forth the beneficial ownership of our
outstanding common stock of each person or group known by us to own
beneficially more than 5% of our outstanding common stock and ownership of our
management.  Beneficial ownership is determined in accordance with the rules
of the SEC and generally includes voting or investment power with respect to
securities.  Except as indicated by footnote, the persons named in the table
below have sole voting power and investment power with respect to all shares
of common stock shown as beneficially owned by them.  The percentage of
beneficial ownership is based on 17,000,000 shares of common stock outstanding
as of February 26, 2002.

                    CERTAIN BENEFICIAL OWNERS

                                              Common Stock Beneficially Owned
                                              -------------------------------
Name and Address of              Number of Shares of
Beneficial Owners                Common Stock          Percentage of Class
-------------------------        -------------------   ----------------------

VIP Worldnet, Inc.                 15,043,450 (1)          88.5%
154 E.  Ford Avenue
Salt Lake City, Utah 84115

(1)   VIP Worldnet, Inc. holds 15,000,000 shares and its President and
Director, Joanne Clinger, beneficially owns 43,450 shares.


                            MANAGEMENT

                                              Common Stock Beneficially Owned
                                              -------------------------------
Name and Address of              Number of Shares
Beneficial Owners                Common Stock             Percentage of Class
-----------------------------    -----------------------  -------------------
John W.  Peters                      200 (2)                  *
476 East South Temple, Suite 440
Salt Lake City, Utah 84111

(2)  Includes 200 shares held by spouse.
 *   Less than 1%


     ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

     We have not engaged in any transactions in excess of $60,000 during the
past two years involving our


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<PAGE>

executive officers, directors, 5% or more stockholders or immediate family
members of such persons.

Parent Company

     VIP Worldnet, Inc. is our parent company and beneficially owns 15,043,450
shares of our common stock.  Such shares represent 88.5% of our issued and
outstanding shares.


            ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

Exhibit Number    Description
--------------    -----------

3.1   Articles of Incorporation (Incorporated by reference to exhibit 3.1 of
      Form 10-SB File No. 000-31549, filed September 18, 2000.)

3.2   Bylaws of  Bingham Canyon (Incorporated by reference to exhibit 3.3 of
      Form 10-SB File No. 000-31549, filed September 18, 2000.)


Reports on 8-K

      None.

<PAGE>


                            SIGNATURES


     In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

        3/14/02
Date_________________________        Bingham Canyon Corporation


                                     By: /s/ Brett D. Mayer
                                        --------------------------------------
                                        Brett D. Mayer, President and Director

     In accordance with the Exchange Act, this report has been signed below by
the following person on behalf of the registrant and in the capacities and on
the dates indicated.


          3/14/02
Date _________________________       By: /s/ John W. Peters
                                        --------------------------------------
                                        John W. Peters, Secretary/Treasurer
                                        and Director




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