U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   FORM 10-QSB

                Quarterly Report Under Section 13 or 15(d) of the
                Securities Exchange Act of 1934 for the Quarterly
                          Period Ended January 31, 2002
                                       ----------------


                        Commission file number: 000-33247
                                                ---------


                               COPPER CORPORATION
        -----------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)



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


    10077 E. County Line Rd., Longmont, Colorado                80501
    --------------------------------------------             ----------
     (Address of principal executive offices)               (Zip Code)


                                  303-772-3316
                                  -------------
                           (Issuer's telephone number)


                7899 West Frost Drive, Littleton, Colorado   80128
              ----------------------------------------------------
              (Former name, former address and former fiscal year,
                         if changed since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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
                                                               ----      ----

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.

As of January 31, 2002,  1,230,000  shares of common stock,  no par value,  were
outstanding.

<PAGE>

                                      INDEX



                                                                           Page
                                                                           ----

PART I--FINANCIAL INFORMATION

     Item 1.  Financial Statements

     Condensed balance sheet (Unaudited) - January 31, 2002 ..........        3

     Condensed statements of operations (Unaudited) -
       Three months ended January 31, 2002 and 2001;
       Nine months ended January 31, 2002 and 2001 ...................        4

     Condensed statements of cash flows (Unaudited) -
       Nine months ended January 31, 2002 and 2001 ...................        5

     Notes to condensed financial statements (Unaudited) .............        6

     Item 2.  Plan of operation ......................................        8

PART II--OTHER INFORMATION ...........................................        8

     Item 1.  Legal Proceedings
     Item 2.  Changes in Securities
     Item 3.  Defaults Upon Senior Securities
     Item 4.  Submission of Matters to a Vote of Security Holders
     Item 5.  Other Information
     Item 6.  Exhibits and Reports on Form 8-K

     Signatures ......................................................        9



                                        2

<PAGE>


Part 1. Item 1. Financial Information
-------         ---------------------

                               COPPER CORPORATION

                             Condensed Balance Sheet
                                   (Unaudited)

                                January 31, 2002

                                                            Assets:   $  --
                                                                      =======

                      Liabilities and shareholders' deficit
Liabilities:
     Accounts payable and accrued expenses ........................   $   244
                                                                      -------
                                                                          244
                                                                      -------
Shareholders' deficit:
     Preferred stock ..............................................      --
     Common stock .................................................     2,672
     Additional paid-in capital ...................................     5,810
     Retained deficit .............................................    (8,726)
                                                                      -------
                                        Total shareholders' deficit      (244)
                                                                      -------

                                                                      $  --
                                                                      =======

            See accompanying notes to condensed financial statements

                                        3


<PAGE>

                               COPPER CORPORATION

                       Condensed Statements of Operations
                                   (Unaudited)

                                                    For the Three Months Ended
                                                            January 31,
                                                    --------------------------
                                                        2002          2001
                                                    -----------    -----------

Costs and expenses:
     Contributed rent (Note B) .................    $       300    $       300
     General and administrative ................            712           --
                                                    -----------    -----------
                         Total cost and expenses         (1,012)          (300)

Interest income ................................           --             --
                                                    -----------    -----------
                    Net loss before income taxes         (1,012)          (300)

Income taxes (Note C) ..........................           --             --
                                                    -----------    -----------

                                        Net loss    $    (1,012)   $      (300)
                                                    ===========    ===========

Basic and diluted loss per common share             $  *           $  *
                                                    ===========    ===========

Basic and diluted weighted average common
     shares outstanding ........................      1,230,000      1,230,000
                                                    ===========    ===========

*   Less than $.01 per share


                               COPPER CORPORATION

                       Condensed Statements of Operations
                                   (Unaudited)


                                   (CONTINUED)
                                   -----------


                                                    For the Nine Months Ended
                                                           January 31,
                                                    --------------------------
                                                      2002            2001
                                                    -----------    -----------

Costs and expenses:
     Contributed rent (Note B) .................    $       900    $       900
     General and administrative ................          1,730           --
                                                    -----------    -----------
                         Total cost and expenses         (2,630)          (900)

Interest income ................................           --                5
                                                    -----------    -----------
                    Net loss before income taxes         (2,630)          (895)

Income taxes (Note C) ..........................           --             --
                                                    -----------    -----------

                                        Net loss    $    (2,630)   $      (895)
                                                    ===========    ===========

Basic and diluted loss per common share             $  *           $  *
                                                    ===========    ===========

Basic and diluted weighted average common
     shares outstanding ........................      1,230,000      1,230,000
                                                    ===========    ===========

 *   Less than $.01 per share


            See accompanying notes to condensed financial statements

                                        4

<PAGE>


                               COPPER CORPORATION

                       Condensed Statements of Cash Flows
                                   (Unaudited)

                                                       For the Nine Months Ended
                                                             January 31,
                                                       -------------------------
                                                        2002              2001
                                                       -------           -------

               Net cash used in operating activities   $(2,986)          $  --
                                                       -------           -------

Cash flows from financing activities:
     Contributed capital by affiliate (Note B) .....     2,986              --
                                                       -------           -------
           Net cash provided by financing activities     2,986              --
                                                       -------           -------

                                  Net change in cash      --                --
Cash, beginning of period ..........................      --                --
                                                       -------           -------

                                 Cash, end of period   $  --             $  --
                                                       =======           =======

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

            See accompanying notes to condensed financial statements

                                        5
<PAGE>
                               COPPER CORPORATION

                     Notes to Condensed Financial Statements
                                   (Unaudited)

Note A: Basis of Presentation

The 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,  2001 as filed in its Form 10-SB 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.

On January 14th, 2002, the Company,  Corporate  Management  Services ("CMS") and
Jim Wiegand executed a common stock purchase  agreement.  Mr. Wiegand  purchased
750,000  shares of the  Company's  common stock,  previously  owned by Corporate
Management Services, and effectively took over the control of the Company.

This  change  does not  affect the  Company's  operating  results  or  financial
position.   Accordingly,  no  pro  forma  financial  information  is  necessary.
Historical information has been revised in conformity with current practice.

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 periods  presented are not  necessarily  indicative of the
results to be expected for the year.

Interim financial data presented herein are unaudited.

Note B: Related Party Transactions

As of April 30, 2001, CMS, an affiliate  under common control,  owed the Company
$1,776  consisting  of  $1,660  in net  proceeds  remaining  from a prior  stock
offering and $116 of interest  income  generated from an  interest-bearing  bank
account.  As of January  14,  2002,  the  Company  owed CMS  $1,210.  The $2,986
received from CMS was disbursed for legal and accounting fees.

On January 14, 2002, pursuant to the common stock purchase agreement between the
Company,  CMS and James Wiegand, CMS forgave the $1,210 owed by the Company. The
debt forgiveness was considered as a contribution to additional paid-in capital.

CMS provided free office space to the Company,  on an as needed  basis,  for all
periods presented in the accompanying financial statements.  The Company's Board
of Directors valued this free service at approximately  $100 per month, based on
prevailing local market rates. The accompanying  financial  statements include a
charge to rent expense and a credit to paid-in capital of $900 and $900, for the
nine months ended January 31, 2002 and 2001, respectively.

                                        6

<PAGE>


                               COPPER CORPORATION

                     Notes to Condensed Financial Statements
                                   (Unaudited)

Note C: 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.


                                        7
<PAGE>


Part I-- Item 2. Plan of Operation
------           -----------------

The  Company's  plan of  operation  is to seek out,  investigate,  and  pursue a
merger,  acquisition,  or other business combination with an entity desiring the
perceived  benefits  offered by the Company as a result of its having a class of
securities  registered  under the Exchange Act. There have been no revenues from
operations  since  formation,  and none are  anticipated  prior to  completing a
business  combination.  The Company has no full time  employees,  incurs nominal
rent and  administrative  expenses of $100 per month, and has no other recurring
operational  expenses  except  professional  fees  incurred  as  necessary.  The
Company's  president  devotes  approximately  ten (10) hours per month,  without
compensation,  to the affairs of the Company.  The Company  does not  anticipate
raising any additional funds in the next twelve (12) months,  and has no present
plans to  acquire  any  assets or make any  investments  prior to  completing  a
business combination.

To date, the Company has not identified a suitable target entity for any type of
business  combination,   and  management  has  no  particular  type  of  merger,
acquisition,  or business  opportunity in mind. No restrictions have been placed
on  management's  discretion  to seek  out  and  participate  in an  appropriate
business opportunity.  Due to limited financial resources it is anticipated that
only a single potential business venture will be pursued.

Selection of an appropriate business opportunity is complex and risky due to the
Company's limited  financial  resources,  the speculative  nature of operations,
management's  limited time  commitment  to the Company,  management's  potential
conflicts of interest,  the burdens of being a reporting company, lack of market
research, and competition in the marketplace. The Company's success is dependent
upon  locating  and  consummating  a  business  combination,  and  there  are no
assurances that this will occur.


Part II - Other Information
-------   -----------------

Items 1 through 5

        No response required.


Item 6. Exhibits and Reports on Form 8-K

        (a) Exhibits

                None

        (b) Reports on Form 8-K

               On  January  4,  2002,  we filed a Report  on Form 8K to report a
          change  in  control  of  Registrant.  Our  report on Form 8K is hereby
          incorporated by reference.

                                        8
<PAGE>



                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                           Copper Corporation





Date:  March 8, 2002                  By:  /s/ James B. Wiegand
                                           ---------------------
                                           James B. Wiegand, President/Secretary


                                        9