FORM 10-QSB

                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, DC 20549

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

         For the quarterly period ended July 31, 2002

                                                        OR

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

For the transition period from ___________________ to _______________________


Commission File Number 000-33247

                           COPPER CORPORATION
--------------------------------------------------------------------------------

     (Exact name of registrant as specified in its charter)


         Colorado                                  84-1493157
------------------------------------            ----------------
(State or other jurisdiction of          (I.R.S. Employer Identification No.)
incorporation or organization)

      3088 SE Gabler                               55313
-----------------------------------------    -------------------
(Address of principal executive office)         (Zip Code)

                                                (763) 477-6027
                                              ------------------
                            (Registrant's telephone number, including area code)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No _ __ -------- -----

The number of shares outstanding of each of Issuer's classes of common equity as
of September 10, 2002.

    Common Stock, par value $.0001                    2,530,000
    ------------------------------            --------------------------
            Title of Class                          Number of Shares

Transitional Small Business Disclosure Format yes_____ no___X__ -

<PAGE>

                               COPPER CORPORATION
                                      with
                         Report of Independent Auditors

                                  JULY 31, 2002


























                                  Prepared by:
                           Cordovano and Harvey, P.C.
                          Certified Public Accountants
                                Denver, Colorado

<PAGE>

<TABLE>
                     COPPER CORPORATION
                           Index
<CAPTION>
                                                                                          Page
                                                                                          ----
<S>             <C>                                                                       <C>
Part I:         Financial Information

Item 1          Financial Statements

                Consolidated CondenseBalance Sheet as of July 31, 2002 (unaudited)         3

                Consolidated Condense Statements of Operations for the Three Months
                Ended July 31, 2002 and 2001 (unaudited)                                   4

                Consolidated Condense Statement of Changes in Shareholders' Deficit
                for the Three months Ended July 31, 2001 (una5dited)                       5

                Consolidated Condense Statements of Cash Flows for the Three Months
                Ended July 31, 2002 an 2001 (unaudited)                                    6

                Notes to Consolidated I ondensed Financial Statements (unaudited)          7

Item 2          Plan of Operation                                                          8

Part II:        Other Information                                                          9

                Signatures                                                                10

                Exhibits                                                                  11
</TABLE>

<PAGE>

                        COPPER CORPORATION
               Consolidated Condensed Balance Sheet
                          July 31, 2002
                           (unaudited)

                             Assets

                                                        $
                                                         =========
<TABLE>
              Liabilities and Shareholders' Deficit
              -------------------------------------
<CAPTION>

<S>                                                     <C>

Liabilities:
        Accounts payable and accrued liabilities        $   3,284
                                                        ----------
                Total liabilities                           3,284


Shareholders' deficit:
    Preferred stock
    Common stock                                            2,673
    Additional paid-in capital                              8,800
    Deficit accumulated during the development stage      (14,757)
                                                          --------

                Total shareholder's deficit                (3,284)
                                                           -------

                                                        $     --
                                                        ==========
</TABLE>

See accompanying notes to consolidated condensed financial statements.

<PAGE>

<TABLE>
<CAPTION>

                            COPPER CORPORATION
                      Consolidated Condensed Balance Sheet
                                 (unaudited)

                                                        Three Months Ended
                                                             July 31,
                                                    -------------------------
                                                     2002             2001
<S>                                                  <C>              <C>
Costs and expenses:
    Contributed rent                                    300            300
General and administrative                            3,557            250
                                                      ------           ---
                                                      3,857            550
                                                      ------           ---

                        Loss before income taxes      (3,857)          (550)

    Income tax provision                                 ---            ---
                                                     ---------        --------
                Net loss                             $(3,857)          (550)
                                                     =========        ========

Basic and diluted loss per share                     $   ---            ---

Weighted average common shares outstanding            1,446,667       1,230,000

</TABLE>

See accompanying notes to consolidated condensed financial statements

<PAGE>

<TABLE>
<CAPTION>
                            COPPER CORPORATION
      Consolidated Condensed Statement of Changes in Shareholder's Deficit
                               (unaudited)

                                                                                Deficit
                                                             Additional         Accumulated
                                        Common Stock            Additional      During the
                                        ------------            paid-in         Development
                                        Shares      Amount      capital         Stage           Total
                                        ------      ------      -------         -----           -----
<S>                                     <C>         <C>         <C>             <C>             <C>
Balance at
  April 30, 2002                        1,230,000   2,673       6,727           (10,900)        (1,500)

Contributed rent (Note 2)                     ---     ---         300               ---            ---

Contributed services (Note 2)                 ---     ---         475               ---            ---

Related party payment of costs on
  behalf of Company (Note 2)                  ---     ---       1,298               ---          1,298

Issuance of common stock
  for subsidiary                        1,300,000     ---         ---               ---            ---

Net income/loss                               ---     ---         ---            (3,857)        (3,857)
                                        ---------   -----       -----           --------        -------
Balance at
  July 31, 2001                         2,530,000   2,673       8,800           (14,757)        (3,284)
                                        =========   =====       =====           ========        =======

</TABLE>

See accompanying notes to consolidated condensed financial statements

<PAGE>

<TABLE>
<CAPTION>
                           COPPER CORPORATION
              Consolidated Condensed Statements of Cash Flows

                              (unaudited)

                                                        Three Months Ended
                                                             July 31,
                                                        --------------------
                                                        2002            2001
<S>                                                     <C>             <C>
Net cash used in operating activities                   $(2,073)        $  500
                                                        --------        ------
Cash flows from financing activities:
  Contributed capital by an affiliat                      2,073            ---
                                                        --------        ------
    Net cash provided by financing activities             2,073            ---
                                                        --------        ------
      Net change in cash                                    ---            500

Cash:
  Cash, beginning of period                                 ---            ---

  Cash, end of period                                       ---            500
                                                        -------         ------

Supplemental disclosure of cash flow information:
    Cash paid during the year for:
      Income taxes                                          ---            ---
                                                        =======         ======
      Interest                                              ---            ---
                                                        =======         ======

</TABLE>

See accompanying notes to consolidated condensed financial statements

<PAGE>

                               COPPER CORPORATION
              Notes to Consolidated Condensed Financial Statements
                                   (unaudited)

Note 1: Basis of Presentation
------------------------------

The  consolidated  condensed  financial  statements  presented  herein have been
prepared  by the  Company in  accordance  with the  accounting  policies  in its
audited financial statements for the year ended April 30, 2002 filed in its Form
10-KSB and should be read in conjunction  with the notes thereto.  The Company's
plans to evaluate,  structure and complete a merger with (or  acquisition  of) a
privately owned corporation.

In the  opinion  of  management,  all  adjustments  (consisting  only of  normal
recurring  adjustments)  which are necessary to provide a fair  presentation  of
operating  results for the interim period  presented have been made. The results
of operations for the three month period ended July 31, 2002 are not necessarily
indicative of the results to be expected for the year.

Interim financial data presented herein are unaudited.

Note 2:  Related Party Transactions
-----------------------------------

During the three  months ended July 31, 2002,  management  provided  free office
space to the Company,  on an as needed basis. During the three months ended July
31, 2001, Corporate Management Services,  the former controlling  shareholder of
the Company,  provided free office space to the Company,  on an as needed basis.
The Company's Board of Directors valued this free service at approximately  $100
per month, based on prevailing local market rates. The accompanying consolidated
condensed financial  statements include a charge to rent expense and a credit to
paid-in  capital of $300 and $300,  for the three months ended July 31, 2002 and
2001, respectively.

During the three months ended July 31, 2002,  management provided their time and
effort to the Company,  on an as needed basis, at no charge to the Company.  The
Company's Board of Directors valued this free service at  approximately  $25 per
hour, based on prevailing local market rates.

Note 3:  Income Taxes
---------------------

The Company  records its income taxes in accordance  with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net  operating  losses during the periods  shown on the  accompanying  unaudited
condensed  financial  statements  resulting in a deferred  tax asset,  which was
fully allowed for; therefore,  the net benefit and expense result in $-0- income
taxes.

Note 4:  Acquisition of Subsidiary
----------------------------------

On June 25, 2002, the Company's Board of Directors  approved the issuance of 1.3
million shares of its common stock to All American Financial Management, Inc. in
exchange  for all of the  issued  and  outstanding  shares  of  common  stock of
American  Real  Estate  Investors,  Inc.,  a shell  company  with no  assets  or
business. As a result of the transaction,  American Real Estate Investors,  Inc.
became a wholly  owned  subsidiary  of the Company.  There were no  intercompany
transactions or accounts.

<PAGE>

Item 2. Plan of Operations.

General

The Company  acquired a subsidiary on June 25, 2002 in order to  facilitate  the
sale of a majority interest in the common stock of the Company.  The subsidiary,
American Real Estate Investors, Inc., has no assets or business; it is a dormant
shell company.

The plan of the Company's management, for the next twelve months, is to focus on
acquiring an operating  entity.  Management  has been  seeking  possible  merger
candidates and expects to consummate a transaction  in the near future.  Certain
members of management plan to work,  deferring payment of compensation,  to seek
and  evaluate  potential  merger  candidates.  Principal  shareholders  plan  to
underwrite the Company's obligations until such time as a merger is completed.

The Company has no full-time  employees,  incurs nominal rent and administrative
expenses  and has no  other  recurring  operating  expenses,  except  for  those
professional fees and expenses  necessary to maintain its reporting status under
the  Securities  and Exchange Act of 1934, as amended.  The Company  anticipates
raising no capital  over the next  twelve  months.  The  Company has no plans to
acquire any assets or make any investments prior to completing a merger.

To date, the Company has identified no suitable  merger  candidates.  Management
has no particular type of merger  candidate in mind. No  restrictions  have been
placed on management's  discretion to seek out and participate in an appropriate
merger.

Selection  of an  appropriate  merger  candidate is complex and risky due to the
lack  of  Company  financial  resources,   the  speculative  nature  of  such  a
transaction,  management's limited time commitment to the Company,  management's
potential conflicts of interest,  the burdens of being a reporting company,  and
competition in the  marketplace.  There is no assurance that the Company will be
successful in consummating a merger with a privately held company or that such a
merger will result in profitable operations.

Special note regarding forward-looking statements

This report contains  forward-looking  statements  within the meaning of federal
securities   laws.   These   statements  plan  for  or  anticipate  the  future.
Forward-looking  statements  include  statements about our future business plans
and strategies,  statements about our need for working capital, future revenues,
results of  operations  and most other  statements  that are not  historical  in
nature. In this Report,  forward- looking statements are generally identified by
the words  "intend",  "plan",  "believe",  "expect",  "estimate",  and the like.
Investors are cautioned not to put undue reliance on forward-looking statements.
Except as otherwise  required by applicable  securities  statues or regulations,
the  Company  disclaims  any  intent  or  obligation  to update  publicly  these
forward-looking  statements,  whether  as a result  of new  information,  future
events or otherwise. Because forward-looking statements involve future risks and
uncertainties,  these are  factors  that could  cause  actual  results to differ
materially from those expressed or implied.

Part II: Other Information

Item 1: Legal Proceedings No report required.

Item 2: Changes in Securities No report  required.

Item 3: Defaults upon Senior Securities No report required.

Item 4: Submission of Matters to a Vote of Security Holders No report required.

<PAGE>

Item 5: Other information No report required.

Item 6: Exhibits and Reports on Form 8-K
        (a).    Exhibits: None

<PAGE>

SIGNATURES

The  financial   information  furnished  herein  has  not  been  audited  by  an
independent accountant;  however, in the opinion of management,  all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations  for the three months ended June 30, 2002 have been
included.

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


                            COPPER CORPORATION

                            Date: September 10, 2002


                        By: /S/ Roger W. Sherman
                            --------------------------------------------------
                            Roger W. Sherman, President

<PAGE>

                             CERTIFICATION PURSUANT TO
                               18 U.S.C. SECTION 1350,
                               AS ADOPTED PURSUANT TO
                    SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Copper Corporation (the "Company") on
Form 10-QSB for the period  ending July 31, 2002,  as filed with the  Securities
and Exchange Commission on the date hereof (the "Report'),  I, Roger W. Sherman,
Chief Executive Officer of the Company,  certify,  pursuant to 18 U.S.C. Section
1350,  as adopted  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002,
that:

     (1) The Report fully  complies  with the  requirements  of Section 13(a) or
     15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
     material respects,  the financial condition and result of operations of the
     Company.


/s/ Roger W. Sherman
Chief Executive Officer
September 10, 2002

<PAGE>

                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                 SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Copper Corporation (the "Company") on
Form 10-QSB for the period ending July 31, 2002, as filed with the Securities
and Exchange Commission on the date hereof (the "Report'), I, Roger W. Sherman,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:

          (1) The Report fully complies with the  requirements  of Section 13(a)
          or 15(d) of the Securities Exchange Act of 1934; and

          (2) The information  contained in the Report fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.


/s/ Roger W. Sherman
Chief Financial Officer
September 10, 2002

<PAGE>