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, 2003


[ ]    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, 3359 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 24, 2004, the registrant had 19,180,000 shares of common stock
outstanding.  The registrant does not have an active trading market;
therefore, a market value of shares of 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>


                        TABLE OF CONTENTS

                              PART I

Item 1.  Description of Business............................................3
Item 2.  Description of Property............................................6
Item 3.  Legal Proceedings..................................................6
Item 4.  Submission of Matters to a Vote of Security Holders ...............6

                             PART II

Item 5.  Market for Common Equity, Related Stockholder Matters and Issuer
         Purchase of Securities.............................................6
Item 6.  Plan of Operations.................................................7
Item 7.  Financial Statements...............................................7
Item 8.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure..............................................19
Item 8A. Controls and Procedures...........................................19

                             PART III

Item 9.  Directors, Executive Officers, Promoters and Control Persons,
         Compliance with Section 16(a) of the Exchange Act.................19
Item 10. Executive Compensation............................................20
Item 11. Security Ownership of Certain Beneficial Owners and Management
         and Related Stockholder Matters...................................20
Item 12. Certain Relationships and Related Transactions....................21
Item 13. Exhibits and Reports on Form 8-K..................................21
Item 14. Principal Accountant Fees and Services............................21
Signatures.................................................................22


                    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 and 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.

                                2
<PAGE>


                              PART I

                 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 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

                                3

<PAGE>

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 III, Item 9:
"Directors, 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 director and secretary/treasurer, is a
director of other blank check companies with a structure and a business plan
which is identical to ours.  Also, 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 which our officers or directors are currently
affiliated. If we determine in the future that a transaction with an affiliate
would be in our best interest, then 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

                                4

<PAGE>

implementation of required changes.

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

     (1)   Potential for growth and profitability, indicated by a 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;

     (7)   Strength and diversity of existing management, or management
prospects 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 factor 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 methods 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 organizations. 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.


                                5

<PAGE>

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 a specific business opportunity, if any.

                 ITEM 2: DESCRIPTION OF PROPERTY

We do not currently own or lease any property.  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 2003 fiscal year.

                             PART II

ITEM 5: MARKET PRICE FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
                AND ISSUER PURCHASE OF SECURITIES


Market Information, Holders and Dividends

Our common stock is not listed on any public trading market.  We have 91
stockholders of record.  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 issued the following common shares without registration during the
past year.

On December 15, 2003, we issued 1,000,000 common shares to First Equity
Holdings Corp. in consideration for professional services valued at $10,000.
We relied on an exemption from registration for a private transaction not
involving a public distribution provided by Section 4(2) of the Securities
Act.

                                6
<PAGE>

Issuer Purchase of Securities

None


                    ITEM 6:  PLAN OF OPERATION

We have no assets and have experienced losses from inception.  Our plan for
the next twelve months is to search for a business opportunity and, if
feasible, acquire an interest in a business opportunity.

We cannot satisfy our cash requirements for our operations.  The majority of
our operating expenses are related to our reporting obligations under the
Exchange Act.  These expenses reflect legal, accounting and professional
services required to prepare our reports and the costs of filing the reports
with the SEC.  We are unable to pay cash for these services and have relied on
related and third parties for advances to cover these costs.  These parties
have not entered into written agreements guaranteeing advances and, therefore,
these parties are not obligated to provide funds in the future.  However,
management anticipates that these parties will continue providing the advances
during the next twelve months.  Historically, we have paid for these advances
by converting the debt into common stock.

If we obtain a business opportunity, it may be necessary to raise additional
capital.  We likely will sell our common stock to raise this additional
capital.  We expect to issue such stock pursuant to exemptions provided by
federal and state securities laws.  The purchasers and manner of issuance will
be determined according to our financial needs and the available exemptions.
We do not currently intend to make a public offering of our stock.  We also
note that if we issue more shares of our common stock, then our shareholders
may experience dilution in the value per share of their common stock.



                  ITEM 7:  FINANCIAL STATEMENTS


                                7

<PAGE>


                    Bingham Canyon Corporation

                       Financial Statements

                    December 31, 2003 and 2002



<PAGE> 8


                             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> 9

                          CHISHOLM, BIERWOLF & NILSON
                          Certified Public Accountants
A Limited Liability        533 W. 2600 S., Suite 250     Office (801) 292-8756
     Company                 Bountiful, Utah 84010          Fax (801) 292-8809

______________________________________________________________________________




                   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, 2003 and 2002 and the related
statements of operations, stockholders' equity and cash flows for the years
then ended and from inception, February 27, 1986, through December 31, 2003.
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 audits.

We conducted our audits in accordance with generally accepted auditing
standards in the United States of America.  Those standards require that we
plan and perform the audits 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
audits provide 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, 2003 and 2002 and the results
of its operations and cash flows for the years ended December 31, 2003 and
2002 and from inception, February 27, 1986, through December 31, 2003 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, Bierwolf & Nilson

Chisholm, Bierwolf & Nilson
Bountiful, Utah

February 2, 2004



                               -3-
<PAGE> 10




                    Bingham Canyon Corporation
                  (A Development Stage Company)
                          Balance Sheets



                              ASSETS
                             -------


                                                         December 31
                                                 ---------------------------
                                                     2003         2002
                                                 ------------- -------------

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; 19,150,000 and 18,150,000
 shares issued and outstanding, respectively           19,150        18,150

Additional Paid-in Capital                             30,850        21,850

Deficit Accumulated during the development stage      (77,000)      (67,000)
                                                 ------------- -------------

  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> 11


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


                                   For the Years Ended      From Inception on
                                      December 31           February 27, 1986
                                    2003         2002       to Dec. 31, 2003
                                ------------- ------------- ----------------

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

  General & Administrative            10,000        23,000           77,000
                                ------------- ------------- ----------------

    TOTAL EXPENSES                    10,000        23,000           77,000
                                ------------- ------------- ----------------

NET INCOME (LOSS)               $    (10,000) $    (23,000) $       (77,000)
                                ============= ============= ================

NET LOSS PER SHARE              $          -  $          -  $             -
                                ============= ============= ================
WEIGHTED AVERAGE SHARES
  OUTSTANDING                     18,193,835    17,532,466       17,082,934
                                ============= ============= ================


The accompanying notes are an integral part of these financial statements

                                  -5-

<PAGE> 12
<TABLE>
<CAPTION>
                            Bingham Canyon Corporation
                          (A Development Stage Company)
                       Statements of Stockholders' Equity
          From Inception on February 27, 1986 through December 31, 2003

                                                                                           Deficit
                                                                                           Accumulated
                                                                               Additional  During the
                                                         Common  Stock          Paid in    Development
                                                      Shares        Amount      Capital    Stage
                                                 ------------- ------------- ------------- -------------
<S>                                              <C>           <C>           <C>           <C>
Issuance of shares for marketing rights            17,000,000        1,7000             -             -

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)

Shares issued for services at $.02 per share        1,150,000         1,150        21,850             -

Net (loss) for the year ended December 31, 2002             -             -             -       (23,000)
                                                 ------------- ------------- ------------- -------------

Balance - December 31, 2002                        18,150,000        18,150        21,850       (67,000)

Shares issued for services at $.01 per share        1,000,000         1,000         9,000             -

Net (loss) for the year ended December 31, 2003             -             -             -       (10,000)
                                                 ------------- ------------- ------------- -------------

Balance - December 31, 2003                        19,150,000  $     19,150  $     30,850  $    (77,000)
                                                 ============= ============= ============= =============


    The accompanying notes are an integral part of these financial statements

                                       -6-
</TABLE>
<PAGE> 13
<TABLE>
<CAPTION>


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



                                                                                 From Inception on
                                                        For the years ended      February 27, 1986
                                                            December 31,         Through
                                                          2003         2002      December 31, 2003
                                                     ------------- ------------- -----------------

                                                  <c>           <c>           <c>
Cash Flows from Operating Activities
  Net Loss                                           $    (10,000) $    (23,000) $     (77,000)
  Less  Non-cash Items:
  Depreciation & Amortization                                   -             -         17,000
  Increase in Accounts Payable                                  -             -         27,000
  Common stock issued for services rendered                10,000        23,000         33,000
                                                     ------------- ------------- --------------

  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
  Stock issued for services                                10,000        23,000         33,000

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



  The accompanying notes are an integral part of these financial statements

                                      -7-




</TABLE>
<PAGE> 14

                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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



                               F-8
<PAGE> 15

                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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, 2003:

 Basic EPS
  Income (loss) to common stockholders  $    (10,000)   18,193,835  $   (.00)
                                        ============= ============= ==========
For the year ended December 31, 2002:

 Basic EPS
  Income (loss) to common stockholders  $    (23,000)   17,532,466  $   (.00)
                                        ============= ============= ==========
From inception on February 27, 1986 to
December 31, 2003:

 Basic EPS
  Income (loss) to common stockholders  $    (77,000)   17,082,934  $   (.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 $77,000 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 at December
31, 2003 and 2002:

                                                    December 31,
                                                2003           2002
                                           -------------- --------------
Deferred tax asset:
     NOL carryforward                      $      24,244  $      22,000

     Valuation allowance                        ( 24,244)      ( 22,000)
                                           -------------- --------------
                                           $           -  $           -
                                           ============== ==============

                               F-9

<PAGE> 16

                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002

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.

         During 2002 , the Company issued 1,150,000 shares of authorized, but
previously unissued common stock, for services rendered valued at $23,000 (or
$.02 per share).

         During 2003, the Company issued 1,000,000 shares of authorized, but
previously unissued common stock, for services rendered valued at $10,000 (or
$.01 per share).

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 First Equity
Holdings Corp. (formerly Mutual Ventures Corp.)  An officer of the Company is
also an employee of First Equity Holdings Corp.

         During 2002, the Company issued 500,000 shares to First Equity
Holdings Corp and 350,000 shares to Liberty Partners, LLC.  Officers of the
Company are affiliated with First Equity Holdings and Liberty Partners.  These
stock issuances were valued at $17,000.

                               F-10

<PAGE> 17

                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2003 and 2002


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.


                               F-11


<PAGE> 18


      ITEM 8: CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS
             ON ACCOUNTING AND FINANCIAL DISCLOSURE

In our current report dated February 9, 2004, we reported that our independent
auditors, Chisholm & Associates, Certified Public Accountants, resigned as our
independent auditors and we engaged Chisholm, Bierwolf & Nilson, LLC.

                ITEM 8A:  CONTROLS AND PROCEDURES

Our President, who acts in the capacity of principal executive officer and
principal financial officer, has reevaluated the effectiveness of our
disclosure controls and procedures as of the end of the period covered by this
report and determined that there continued to be no significant deficiencies
in these procedures.  Also, there were no changes made or corrective actions
to be taken related to our internal control over financial reporting.

                             PART III

ITEM 9: DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS,
        COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Directors and Officers

Our executive officers and directors and their respective ages, positions,
term of office and biographical information are set forth below.  Our bylaws
require at least one director and up to nine directors to 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.

Name             Age  Position Held                        Director Since
----             ---- -------------                        --------------
Brett D. Mayer   32   President and Director               June 30, 2000
John W. Peters   52   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 which primarily markets and
sells 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.  Prior to 1995 he was employed as
Earth Products' operations manager.  He also is a director of Suncrest Global
Energy Corp., Skinovation Pharmaceutical Incorporated 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 upon review of
the copies of such forms furnished to us during the fiscal year ended December
31, 2003, and representations to us that no Forms 5 were required, we believe
no reports were required to be filed for the year ended December 31, 2003.

Code of Ethics

Due to the fact that we have only two officers and directors and minimal
operations, we have not adopted a code of

                                19


<PAGE>

ethics for our principal executive and financial officers.  Our board of
directors will revisit this issue in the future to determine if adoption of a
code of ethics is appropriate.  In the meantime, our management intends to
promote honest and ethical conduct, full and fair disclosure in our reports to
the SEC, and compliance with applicable governmental laws and regulations.

Audit Committee Financial Expert

Because we have minimal operations we do not have an audit committee serving
at this time and we do not have an audit committee financial expert serving on
an audit committee.

                 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 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
                 AND RELATED STOCKHOLDER MATTERS

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 19,150,000 shares of common stock outstanding as of
February 24, 2004.

                    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)          80.5%
154 E. Ford Avenue
Salt Lake City, Utah 84115

First Equity Holdings Corp.        1,500,000               7.8%
2157 S. Lincoln Street
Salt Lake City, UT 84106

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


                                20

<PAGE>

                            MANAGEMENT

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

John W.  Peters                      200 (2)              Less than 1%
476 East South Temple, Suite 440
Salt Lake City, Utah 84111

     (2) Represents shares held by spouse



Securities Under Equity Compensation Plans

We do not have any securities authorized for issuance under any equity
compensation plans.

     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 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 80.5% of our issued and
outstanding shares.

            ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

Exhibits
3.1   Articles of Incorporation (Incorporated by reference to exhibit 3.1 of
      Form 10-SB, filed September 18, 2000.)
3.2   Bylaws of  Bingham Canyon (Incorporated by reference to exhibit 3.3 of
      Form 10-SB, filed September 18, 2000.)
31.1  Principal Executive Officer Certification
31.2  Principal Financial Officer Certification
32.1  Section 1350 Certification

Reports on 8-K

On February 13, 2004, we filed a current report on Form 8-K, dated February 9,
2004, under Item 4 related to a change in auditor.

         ITEM 14:  PRINCIPAL ACCOUNTANT FEES AND SERVICES

Audit Fees -  Our independent auditor, Chisholm & Associates, Certified Public
Accountants, billed an aggregate of $1,197 for the 2002 year and $1,304 for
the 2003 year for professional services rendered for the audit of our annual
financial statements and review of the financial statements included in our
quarterly reports.

Our independent auditor has not billed us for any audit-related fees, tax fees
or other fees for the past two fiscal years.

Pre-approval Policies -  We do not have an audit committee and as a result our
entire board of directors performs the duties of an audit committee.  Our
board of directors approves in advance the scope and cost of the engagement of
an auditor before the auditor renders audit and non-audit services.  As a
result, we do not rely on pre-approval policies and procedures.


                                21
<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.


Date: February 26, 2004              BINGHAM CANYON CORPORATION


                                     /s/ Brett D. Mayer
                                 By: _________________________________
                                     Brett D. Mayer
                                     President, Principal Executive and
                                     Financial Officer,  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.

                                     /s/ John W. Peters
Date: February 26, 2004          By: _______________________________________
                                     John W. Peters, Secretary/Treasurer and
                                     Director




                                22