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 October 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 December 14, 2002.

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


Transitional Small Business Disclosure Format   yes        no X
                                                   ---       ---

<PAGE>

                                                                          Page
                                                                          ----
Part I:  Financial information

Item 1.  Financial Statements

         Consolidated Condensed Balance Sheet as of October 31, 2002
         (unaudited) ....................................................   3

         Consolidated Condensed Statements of Operations for the three
         and six months ended October  31, 2002 and 2001 (unaudited) ....   4

         Consolidated Condensed Statement of Changes in Shareholders'
         Deficit for the six months ended October  31, 2001 (unaudited) .   5

         Consolidated Condensed Statements of Cash Flows for the three
         and six months ended October  31, 2002 and 2001 (unaudited) ....   6

         Notes to Consolidated Condensed Financial Statements (unaudited)   7

Item 2.  Plan of Operation ..............................................   8


Part II: Other Information ..............................................   9

         Signatures .....................................................  10

         Exhibits .......................................................  11

<PAGE>

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


                                     Assets

                                                                       $   --
                                                                       ========

                      Liabilities and Shareholders' Deficit

Liabilities:
    Accounts payable and accrued liabilities......................     $  3,543
                                                                       --------

                               Total liabilities                          3,543

Shareholders' deficit:
    Preferred stock...............................................         --
    Common stock..................................................        2,673
    Additional paid-in capital....................................       12,641
    Deficit accumulated during the development stage..............      (18,857)
                                                                       --------

                  Total shareholder's deficit                            (3,543)
                                                                       --------

                                                                       $   --
                                                                       ========

      See accompanying notes to consolidated condensed financial statements

                                        3
<PAGE>

<TABLE>
                               COPPER CORPORATION
                 Consolidated Condensed Statements of Operations
                                   (unaudited)

<CAPTION>
                                                                Three Months Ended            Six Months Ended
                                                                    October 31,                   October 31,
                                                             -------------------------    --------------------------
                                                                2002          2001           2002           2001
                                                             -----------   -----------    -----------    -----------
<S>                                                          <C>           <C>            <C>            <C>
Costs and expenses:
    Contributed rent ....................................... $      --     $       300    $       600    $       600
    General and administrative .............................        --             768          7,357          1,018
                                                             -----------   -----------    -----------    -----------

                                                                    --           1,068          7,957          1,618
                                                             -----------   -----------    -----------    -----------


                                    Loss before income taxes        --          (1,068)        (7,957)        (1,618)

    Income tax provision ...................................        --            --             --             --
                                                             -----------   -----------    -----------    -----------

                   Net loss ................................ $      --     $    (1,068)   $    (7,957)   $    (1,618)
                                                             ===========   ===========    ===========    ===========

Basic and diluted loss per share ........................... $      --     $        (0)   $        (0)   $        (0)

Weighted average common shares outstanding .................   2,530,000     1,230,000      1,849,048      1,230,000
                                                             ===========   ===========    ===========    ===========
</TABLE>

      See accompanying notes to consolidated condensed financial statements

                                        4
<PAGE>

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

                                                                             Deficit
                                                                           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) .......         --           --            600         --             600

Contributed services (Note 2) ...         --           --          1,225         --           1,225

Related party payment of costs on
    behalf of Company (Note 2) ..         --           --          4,089         --           4,089

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

Net income/loss .................         --           --           --         (7,957)       (7,957)
                                    ----------   ----------   ----------   ----------    ----------

Balance at
October 31, 2002 ................    2,530,000   $    2,673   $   12,641   $  (18,857)   $   (3,543)
                                    ==========   ==========   ==========   ==========    ==========
</TABLE>

      See accompanying notes to consolidated condensed financial statements

                                        5
<PAGE>

<TABLE>
                               COPPER CORPORATION
                 Consolidated Condensed Statements of Cash flows
                                   (unaudited)
<CAPTION>
                                                                                    Six Months Ended
                                                                                       October 31,
                                                                                   ------------------
                                                                                    2002        2001
                                                                                   -------    -------
<S>                                                                                <C>        <C>
Net cash used in operating activities ..........................................   $(5,914)   $(1,500)
                                                                                   -------    -------

Cash flows from financing activities:
    Contributed capital by an affiliate ........................................     5,914      1,600
                                                                                   -------    -------

       Net cash provided by financing activities ...............................     5,914      1,600
                                                                                   -------    -------


          Net change in cash ...................................................      --          100

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

    Cash, end of period ........................................................   $  --      $   100
                                                                                   =======    =======

Supplemental disclosure of cash flow information: Cash paid during the year for:
       Income taxes ............................................................   $  --      $  --
                                                                                   =======    =======
       Interest ................................................................   $  --      $  --
                                                                                   =======    =======
</TABLE>

      See accompanying notes to consolidated condensed financial statements

                                        6
<PAGE>


                               COPPER CORPORATION
              NOTES TO CONDENSED CONSOLIDATED 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
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  six  month  period  ended  October  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 six months ended  October 31, 2002,  management  provided free office
space to the Company, on an as needed basis. During the six months ended October
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 $600 and $600, for the six months ended October 31, 2002 and
2001, respectively.

During the six months ended October 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.

An affiliate paid certain  administrative  costs on behalf of the Company, on an
as  needed  basis,  for all  periods  presented  in the  accompanying  financial
statements.  The costs,  consisting of legal,  accounting  and filing fees,  are
necessary  for the Company to maintain its reporting  status in conformity  with
the provisions  Securities and Exchange Act of 1934, as amended.  During the six
months ended  October 31, 2002 the affiliate  paid $2,791 in legal,  accounting,
and general and administrative costs on behalf of the Company, which the Company
recorded as a charge to operations  with a  corresponding  credit to contributed
capital in the accompanying condensed financial statements.

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.


                                       -7-

<PAGE>


                               COPPER CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


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

                                       -8-
<PAGE>

                               COPPER CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)



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.

Item 5: Other information
        No report required.

Item 6: Exhibits and Reports on Form 8-K

     (a). Exhibits:

          1.   99.1:  Certification  Pursuant  to 18  U.S.C.  Section  1350,  as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
               - CEO

          2.   99.2:  Certification  Pursuant  to 18  U.S.C.  Section  1350,  as
               adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
               - CFO

     (b). One Form 8-K was filed on during the period covered by this report.


                                       -9-
<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 six 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: December 14, 2002                          By: /s/ Roger W. Sherman
                                                    ---------------------------
                                                    Roger W. Sherman, President


                                      -10-