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, 2002


[ ]   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 March 4, 2003, the registrant had 18,150,000 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>

                              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 and related stockholder matters...........6
Item 6.  Plan of operation..................................................7
Item 7.  Financial statements...............................................7
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)...19
Item 10. Executive compensation............................................19
Item 11. Security ownership of certain beneficial owners and management....20
Item 12. Certain relationships and related transaction.....................20
Item 13. Exhibits and reports on Form 8-K..................................21
Item 14. Controls and procedures ..........................................21
Signatures and certifications .............................................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

                                3
<PAGE>

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 III, 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.  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. 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.


                                4
<PAGE>


     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 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 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


                                5
<PAGE>

     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.

     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 2001 fiscal year.


                             PART II

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

Market, Holders and Dividends


                                6
<PAGE>

     We do not have an established public trading market.  We have 87
stockholders of record with 15,043,650 of those shares being restricted
shares, as that term is defined in Rule 144.  We have not declared dividends
on our common stock and do not anticipate paying dividends on our common stock
in the foreseeable future.

Securities Under Equity Compensation Plans

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

Recent Sales of Unregistered Securities

     We have issued the following common shares without registration during
the past three fiscal years.

     On July 15, 2002, our board authorized the issuance of an aggregate of
1,150,000 common shares for services.  We issued 300,000 shares to Compass
Equity Partners, LLC in consideration for  legal and accounting fees valued at
approximately $6,000 that it had paid on our behalf in the 2000 and 2001
years.  We issued 350,000 shares to Liberty Partners, LLC in consideration for
legal and accounting fees valued at approximately $7,000 which it paid on our
behalf for the 2001 and 2002 years.  We issued 500,000 shares to First Equity
Holdings Corp. for consulting and investment banking 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.

                    ITEM 6:  PLAN OF OPERATION

     We have no assets and have experienced losses from inception.  Since
inception, we have primarily financed our operations through the sale of our
common stock, as we have paid for services rendered by third parties with
common stock.  For the year ended December 31, 2002, 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.

     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.  We intend 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 our
shareholders may experience dilution in the value per share of their common
stock.

     We have no commitments for capital expenditures for the next twelve
months.      The majority of our expenses are related to our reporting
obligations under the Exchange Act.  We have incurred expenses because of
professional services required to prepare our reports and the costs of filing
the reports with the SEC.  During the year ended December 31, 2002, we paid
for these services with our common stock by issuing 650,000 shares valued at
$13,000 for legal and accounting services provided by various providers.  In
the event we acquire a business opportunity we may incur additional reporting
expenses related to proxy or information statements we must provide to our
stockholders which disclose the company to be acquired's business operations,
management and financial condition.

     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.


ITEM 7:  FINANCIAL STATEMENTS


                                7

<PAGE>




                    Bingham Canyon Corporation

                       Financial Statements

                    December 31, 2002 and 2001






<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 & 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, 2002 and 2001 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, 2002.
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, 2002 and 2001 and the results
of its operations and cash flows for the years ended December 31, 2002 and
2001 and from inception February 27, 1986 through December 31, 2002 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, 2003






                               -3-


<PAGE> 10



                    Bingham Canyon Corporation
                  (A Development Stage Company)
                          Balance Sheets



                              ASSETS


                                                           December 31
                                                        2002         2001
                                                   ------------- -------------
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; 18,150,000 and 17,000,000 shares
  issued and outstanding, respectively                   18,150        17,000

Additional Paid-in Capital                               21,850             -

Deficit Accumulated during the development stage        (67,000)      (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> 11





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

                                                             From
                                    For the Years Ended      Inception on
                                         December 31         February 27, 1986
                                      2002           2001    to Dec. 31, 2002
                                 ------------- ------------- ----------------

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

  General & Administrative             23,000             -           67,000
                                 ------------- ------------- ----------------

    TOTAL EXPENSES                     23,000             -           67,000
                                 ------------- ------------- ----------------

NET INCOME (LOSS)                $    (23,000) $          -  $       (67,000)
                                 ============= ============= ================

NET LOSS PER SHARE               $      (0.00) $          -  $         (0.00)
                                 ============= ============= ================
WEIGHTED AVERAGE SHARES
  OUTSTANDING                      17,532,466    17,000,000       17,031,596
                                 ============= ============= ================




















The accompanying notes are an integral part of these financial statements


                               -5-

<PAGE> 12







                    Bingham Canyon Corporation
                   (A Development Stage Company)
                Statements of Stockholders' Equity
  From Inception on February 27, 1986 through December 31, 2002



                                                                 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)

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)
                           ============= =========== =========== =============











The accompanying notes are an integral part of these financial statements


                               -6-
<PAGE> 13


                    Bingham Canyon Corporation
                  (A Development Stage Company)
                     Statement of Cash Flows
                                                                 From
                                                                 Inception on
                                                                 February 27,
                                          For the years ended    1986 Through
                                              December 31,       December 31,
                                          2002         2001      2002
                                      ------------- ------------ -------------
Cash Flows from Operating Activities

  Net Loss                            $    (23,000) $         -  $    (67,000)
  Less  Non-cash Items:
  Depreciation & Amortization                    -            -        17,000
  Increase  in Accounts Payable                  -            -        27,000
  Common stock issued for
    services rendered                       23,000            -        23,000
                                      ------------- ------------ -------------
  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           $     23,000  $         -  $     23,000

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



The accompanying notes are an integral part of these financial statements

                               -7-

<PAGE> 14





                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

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> 15

                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

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, 2002:

 Basic EPS
  Income (loss) to common stockholders  $   (23,000)  17,532,466  $      (.00)
                                        ============ ============ ============
For the year ended December 31, 2001:

 Basic EPS
  Income (loss) to common stockholders  $         -   17,000,000         (.00)
                                        ============ ============ ============
From inception on February 27, 1986 to
December 31, 2002:

 Basic EPS
  Income (loss) to common stockholders  $   (67,000)  17,031,596  $      (.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 $67,000 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, 2002 and 2001:

                                                      December 31,
                                                   2002          2001
                                             -------------- -------------
          Deferred tax asset:
               NOL carryforward              $     22,000   $    15,000

               Valuation allowance               ( 22,000)     ( 15,000)
                                             -------------- -------------
                                             $          -   $         -
                                             ============== =============




                               -9-

<PAGE> 16



                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

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).

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.


                               -10-

<PAGE> 17


                    Bingham Canyon Corporation
                  (A Development Stage Company)
                Notes to the Financial Statements
                    December 31, 2002 and 2001

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.

                               -11-


<PAGE> 18



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

     As previously reported in our quarterly report for the period ended
September 30, 2001, we requested and received the resignation of our
independent auditors, Smith & Company, Certified Public Accountants October
30, 2001.  We engaged Chisholm & Associates, Certified Public Accountants, as
our independent auditors on that same date.


                             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 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     31     President and Director             June 30, 2000
John W. Peters     51     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 blank check 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 upon review of the copies of such forms furnished to us during the
fiscal year ended December 31, 2002 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, 2002.


                 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

                                19

<PAGE>

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 18,150,000 shares of common stock outstanding
as of March 4, 2003.

                    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)              82.8%
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)                 Less than 1%
476 East South Temple, Suite 440
Salt Lake City, Utah 84111

     (2)  Includes 200 shares held by spouse.



     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 82.8% of our issued and
outstanding shares.

                               -20-

<PAGE>

            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.)

Reports on 8-K

     None.

ITEM 14: CONTROLS AND PROCEDURES

     During the year ended December 31, 2002, we formalized the procedures we
rely on to ensure that material information regarding our company and its
operations is provided to the public in a timely manner.  On March 14, 2003,
our principal executive and financial officer, Brett D. Mayer, evaluated the
effectiveness of these disclosure controls and procedures and determined that
there were no significant deficiencies in these procedures.

     Also, Mr. Mayer did not identify any deficiencies or material weaknesses
in our internal controls, nor did he identify fraud that involved management
or other employees who had a significant role in our internal controls.  He
did not find any deficiencies or weaknesses which would require changes to be
made or corrective actions to be taken related to our internal controls.



                                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 March 17, 2003      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: March 17, 2003     By: _______________________________________
                                  John W. Peters, Secretary/Treasurer and
                                  Director



            PRINCIPAL EXECUTIVE OFFICER CERTIFICATION


I, Brett D. Mayer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Bingham Canyon
Corporation;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and


                                22
<PAGE>

c)   presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.

                              /s/ Brett D. Mayer
Date: March 17, 2003          ____________________________________
                              Brett D. Mayer
                              Principal Executive Officer



            PRINCIPAL FINANCIAL OFFICER CERTIFICATION

I, Brett D. Mayer, certify that:

1.   I have reviewed this annual report on Form 10-KSB of Bingham Canyon
Corporation;

2.   Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statement made, in light of the circumstances under which statements
were made, not misleading with respect to the period covered by this annual
report;

3.   Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this annual report.

4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a)   designed such disclosure controls and procedures to ensure that material
information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities,
particularly during the period in which this annual report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this annual
report (the "Evaluation Date"); and

c)   presented in this annual report our conclusions about the effectiveness
of the disclosure controls and procedures

                                23
<PAGE>

based on our evaluation as of the Evaluation Date;

5.   The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):

a)   all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and

b)   any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and

6.   The registrant's other certifying officers and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.


                              /s/ Brett D. Mayer
Date: March 17, 2003          ____________________________________
                              Brett D. Mayer
                              Principal Financial Officer
















                                24