UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 21, 2015

Date of Report

(Date of earliest event reported)

BINGHAM CANYON CORPORATION

(Exact name of registrant as specified in its charter)

#281, 369 East 900 South, Salt Lake City, Utah 84111

(Address of principal executive offices)

(801) 323-2395

(Registrant’s telephone number, including area code)

Special Note Regarding Forward-looking Statements

This Current Report on Form 8-K contains forward-looking statements. Words such as “may,” “expect,” “believe,” “anticipate,” “estimate,” “project,” or “continue” or comparable terminology used in connection with any discussion of future events or operating results are forward-looking statements. You are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. All forward-looking statements reflect our present expectation of future events and are subject to a number of important factors and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements.

Section 8 – Other Events

Item 8.01 Other Events

Effective August 20, 2015, Bingham Canyon Corporation (“Bingham”) entered into a letter of intent related to a proposed exchange of shares to effect Bingham’s acquisition of an operating company. The operating company is a technology licensing company specializing in environmentally safe solutions for global sustainability and license technology. Currently, the operating company owns a patented biodegradable plastics technology which is being marketed and licensed worldwide. The operating company distributes and promotes licensed, new proprietary equipment created and manufactured specifically to eliminate biocidal contamination from water supplies, industrial fluids, food processing, control of contaminants from the production of oil and gas and numerous applications within the medical industry. It also works in the agricultural areas pre- and post- harvest of fruits, vegetables and animal feed crops.

Consummation of the transaction is subject to a number of conditions, including execution of a definitive share exchange agreement. As of the date of this report, there can be no assurance that the parties will reach a definitive share exchange agreement or that the acquisition will be successfully completed.

The letter of intent proposes that Bingham will acquire 100% of the operating company’s common stock in exchange for a majority of shares of Bingham’s common stock. The letter of intent will become void if a definitive share exchange agreement is not closed on or before December 31, 2015. The parties are currently finalizing their due diligence and negotiating the terms of the final definitive share exchange agreement.

The Bingham common stock to be issued in the transaction will not be registered under the Securities Act of 1933, as amended, (the “Securities Act”), and the shares may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. The Bingham common stock will be offered and sold in reliance upon exemptions from registration under the Securities Act and state securities laws. This notice does not and will not constitute an offer to sell or the solicitation of an offer to buy the Bingham common stock and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful. This notice is being filed pursuant to and in accordance with Rule 135C under the Securities Act.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.