UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
                    For the Fiscal Year Ended April 30, 2002

                               COPPER CORPORATION
                               ------------------
           (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.)

5442 Dungaree Street, Las Vegas, Nevada                       89118
---------------------------------------                       -----
(Address of principal executive offices)                    (Zip Code)

Registrant's telephone number, including area code:       (702) 221-8703

Securities registered under Section 12(b) of the Act:         None

Securities registered under Section 12(g) of the Act:

                           Common Stock, no par value
                           --------------------------

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required 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 for the
past 90 days. Yes [X] No [_]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K [X]

Revenues for last fiscal year were $0

Number of shares of Common  Stock,  no par value,  outstanding  as of April 30 ,
2002: 1,230,000.


                                        1

<PAGE>

                          ANNUAL REPORT ON FORM 10-KSB
                    FOR THE FISCAL YEAR ENDED APRIL 30, 2002


<TABLE>
                                TABLE OF CONTENTS
<CAPTION>
PART I                                                                                  Page
<S>                                                                                     <C>
Item  1. Description of Business                                                        3

Item  2. Description of Property                                                        4

Item  3. Legal Proceedings                                                              4

Item  4. Submissions of Matters to a Vote of Security Holders                           4

PART II

Item  5. Market for the Registrants' Common Equity and Related Stock-
         holder Matters                                                                 5

Item  6. Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                                          5

Item  7. Financial Statements                                                           7-16

Item  8. Changes in and Disagreements With Accountants on Accounting and
         Financial Disclosure                                                           17

PART III

Item  9. Directors and Executive Officers of the Registrant                             17

Item 10. Executive Compensation                                                         17

Item 11. Security Ownership of Certain Beneficial Owners and Management                 18

Item 12. Certain Relationships and Related Transactions                                 18

PART IV

Item 13. Exhibits and Reports on Form 8-K                                               18

</TABLE>


                                        2

<PAGE>

PART I

ITEM 1.     DESCRIPTION OF BUSINESS

This Annual  Report on Form 10-KSB and the documents  incorporated  by reference
contain  forward-looking   statements  that  have  been  made  pursuant  to  the
provisions  of the  Private  Securities  Litigation  Reform  Act of 1995.  These
forward-looking  statements  are based on current  expectations,  estimates  and
projections about our business and industry,  management's  beliefs, and certain
assumptions  made  by  management.   Words  such  as  "anticipates,"  "expects,"
"intends," "plans," "believes," "seeks" and "estimates" and similar expressions,
are intended to identify  forward-looking  statements.  These statements are not
guarantees  of future  performance  and actual  actions  or  results  may differ
materially.  These  statements are subject to certain risks,  uncertainties  and
assumptions  that  are  difficult  to  predict,  including  those  noted  in the
documents incorporated by reference. Copper Corporation undertakes no obligation
to  update  publicly  any   forward-looking   statements  as  a  result  of  new
information, future events or otherwise, unless required by law. Readers should,
however, carefully review the risk factors included in this and other reports or
documents filed by Copper  Corporation from time to time with the Securities and
Exchange  Commission,  particularly the Quarterly Reports on Form 10-QSB and any
Current Reports on Form 8-K.

                                   THE COMPANY

Copper Corporation (the "Company") was formed on April 9, 1998 under the laws of
the State of Colorado to engage in any lawful corporate  undertaking,  including
selected mergers and acquisitions. The has been in the developmental stage since
inception and has no operations to date.

On June 25, 2002, the Company  entered into a stock exchange  agreement with all
of the stockholders of American Real Estate Investors,  Inc. wherein the Company
acquired one hundred  (100%) percent of the  outstanding  stock of American Real
Estate  Investors,  Inc.  ("American")  in exchange for 1,300,000  shares of the
Company.  Under  terms  of the  stock  exchange  agreement,  American  delivered
1,000,000 shares of stock to the Company and the Company acquired all rights and
ownership of American.  The Company's sole officer and director, Jim Wiegand was
replaced by Roger Sherman,  Andrew Brown,  and Barnard Ware. The Company filed a
Form 8-K on this matter on July 10, 2002.

Since the acquisition of American, the Company has had no operations.

Employees
---------

At April 30, 2002, the Company had no full time employees. The current board and
officers are not full time employees and work as needed for the Company.

                          Risk Factors of the Business
                          ----------------------------

Lack of  Operating  History:  The Company has had no  operating  history nor any
revenues or earnings from operations.  The Company has no significant  assets or
financial  resources.  The Company will, in all  likelihood,  sustain  operating
expenses without  corresponding  revenues,  at least until the consummation of a
business  combination.  This may result in the Company incurring a net operating
loss which  will  increase  continuously  until the  Company  can  consummate  a
business  combination  with a target  company.  There is no  assurance  that the
Company  can  identify  such a target  company  and  consummate  such a business
combination.

Competition: The Company is and will continue to be an insignificant participant
in the business of seeking mergers with and acquisitions of business entities. A
large  number of  established  and  well-financed  entities,  including  venture
capital firms,  are active in mergers and acquisitions of companies which may be
merger  or  acquisition  target  candidates  for the  Company.  Nearly  all such
entities have significantly greater financial resources, technical expertise and
managerial capabilities than the Company. Consequently, the Company will be at a

                                        3

<PAGE>

competitive  disadvantage in identifying  possible  business  opportunities  and
successfully completing a business combination.  Moreover, the Company will also
compete  with  numerous  other  small  public  companies  in  seeking  merger or
acquisition candidates.

Dependence On Key Personnel:  Our president has several  business  interests and
will  devote a  limited  amount  of his time to the  Company's  business.  While
seeking a business combination,  management anticipates devoting up to ten hours
per month to the business of the  Company.  The  Company's  sole officer has not
entered  into a written  employment  agreement  with the  Company  and he is not
expected to do so in the foreseeable  future.  We have not obtained key man life
insurance on our officer and  director.  Notwithstanding  the  combined  limited
experience  and time  commitment  of  management,  loss of the  services of this
individual would adversely affect  development of the Company's business and its
likelihood of continuing operations.

Inability  to Obtain  Funding:  The success of the  Company's  proposed  plan of
operation will depend to a great extent on the operations,  financial  condition
and management of the identified  target company.  While  management  intends to
seek business combinations with entities having established operating histories,
there can be no  assurance  that the  Company  will be  successful  in  locating
candidates meeting such criteria.  In the event the Company completes a business
combination  the success of the Company's  operations  may be dependent upon the
management, operations, and financial condition of the target company. These and
numerous other factors are beyond the Company's control.

Being  a  Reporting  Company  Could  Delay  an  Acquisition:  Section  13 of the
Securities  Exchange  Act of 1934 (the  "Exchange  Act")  requires us to provide
certain information about significant acquisitions including certified financial
statements for the company acquired covering one or two years,  depending on the
relative  size of the  acquisition.  The time and  additional  costs that may be
incurred by some target  companies to prepare such statements may  significantly
delay or essentially preclude consummation of an otherwise desirable acquisition
by the Company.  Acquisition  prospects that do not have or are unable to obtain
the required  audited  statements may not be appropriate for acquisition so long
as the reporting requirements of the Exchange Act are applicable.

Lack of  Market  Research:  We have  neither  conducted,  nor have  others  made
available to us, results of market research indicating that market demand exists
for the transactions contemplated by the Company. Moreover, the Company does not
have,  and does not plan to  establish,  a marketing  organization.  Even in the
event demand is identified for the type of merger or acquisition contemplated by
the Company,  there is no assurance the Company will be successful in completing
any such business combination.

Government  Regulation:  The Company is not  subject to any direct  governmental
regulation  other than the  securities  laws and  regulations  applicable to all
publicly  owned  companies,  and laws and  regulations  applicable to businesses
generally.

ITEM 2:  PROPERTIES

The  Company's  office is located at 5442  Dungaree  Street,  Las Vegas,  Nevada
89118.  There  is no  monthly  rent for the use of the  space.  This is a shared
office  space and the Company will have the space  available  under their terms.
The Company is obligated to share the space until January 2003.

ITEM 3: LEGAL PROCEEDINGS

The Company is not involved in any pending legal proceedings.

ITEM 4: SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters  submitted to a vote of the security holders in the fourth
quarter of 2002.


                                        4

<PAGE>

PART II

ITEM 5:  MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.

(a)  Market Information

The  Company's  Common  Stock is not  listed  on any stock  exchange  and has no
trading symbol.

(b)  Holders

As at April 30th, 2002, there were  approximately 50 registered  stockholders of
record of the Company's Common Stock.

(c)  Dividend Policy

The  Company  has never  paid a  dividend  and does not  anticipate  paying  any
dividends in the  foreseeable  future.  It is the present policy of the Board of
Directors to retain the Company's  earnings,  if any, for the development of the
Company's business.

ITEM 6: MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

The  following  discussion  should  be read in  conjunction  with the  financial
statements and notes thereto included in Item 7 of this Form 10-KSB.  Except for
the  historical  information  contained  herein,  the  discussion in this Annual
Report on Form 10-KSB contains certain  forward-looking  statements that involve
risk and uncertainties,  such as statements of the Company's plans,  objectives,
expectations  and  intentions.  The cautionary  statements made in this document
should be read as being  applicable  to all related  forward-looking  statements
wherever they appear in this document. The Company's actual results could differ
materially  from those  discussed  here.  Factors  that could cause  differences
include those discussed in "Risk Factors of the Business",  as well as discussed
elsewhere herein.

OVERVIEW

The Company has been in the  development  stage since  formation  and has had no
revenue to date. 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. The Company has no
employees, incurs only nominal rent, administrative,  and professional expenses,
and  anticipates  no revenue until it is  successful in concluding  some form of
business combination.

In April,  2002,  the Company  entered into  discussions  with a privately  held
company  that is  interested  in  being  acquired  by  Copper  in  exchange  for
controlling  interest in Copper.  There is no assurance  that these  discussions
will be successful, but until the outcome of these discussion is determined, the
Company will not actively pursue other potential business combinations.

RESULTS OF OPERATIONS

Revenues.  The Company generated  revenues of $0.00 for the year ended April 30,
2002, versus $0.00 for the year ended April 30, 2001.

Cost of Revenues.  During 2002, the Company incurred $4,804 in cost of revenues,
an (increase) of 78.26% over

                                        5

<PAGE>

2001  expenses of $2,695.  The increase is primarily  attributable  to increased
administrative expenses.

General and Administrative Expenses. During 2002, the Company incurred $3,604 in
general and  administrative  expenses,  an increase of 42% over 2001 expenses of
$1,500.

Interest Income.  Interest income was $0 for the years ended April 30, 2002, and
2001,  respectively.  Interest earned in the future will be dependent on Company
funding cycles and prevailing interest rates.

Provision for Income  Taxes.  As of April 30, 2002,  the  Company's  accumulated
deficit was $1,142 and as a result, there has been no provision for income taxes
to date.

Net Loss. For the year ended April 30, 2002, the Company  recorded a net loss of
$4,804,  or $.0039 per share,  versus a net loss of $2,695, or $.0022 per share,
for the same twelve month period ending April 30, 2001.

LIQUIDITY AND CAPITAL RESOURCES

At April 30, 2002 and April 30, 2001, the Company had a cash balance of $0.

Due to the "start up" nature of the Company's businesses, the Company expects to
incur  losses as it  expands.  The  Company  expects to raise  additional  funds
through  private or public  equity  investment  in order to expand the range and
scope of its  business  operations.  The Company  will seek access to private or
public  equity  but there is no  assurance  that such  additional  funds will be
available for the Company to finance its operations on acceptable  terms,  if at
all. See "Risk Factors of the Business" for additional details.

RELATED PARTY TRANSACTIONS

Corporate  Management  Services  (CMS)  organized  the Company in  exchange  for
1,000,000  shares of the Company's  common stock. The common stock was valued at
$500 by the Company's Board of Directors.

CMS and Mr. Wiegand  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 Director 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
$1,200, $1,200, and $4,900, respectively, for the years ended April 30, 2002 and
2001, and the period from April 9, 1998 (inception) through April 30, 2002.

During the year  ended  April 30,  2002,  CMS repaid  the  Company  $1,777  from
offering  proceeds and contributed  $1,577 for the payment of professional  fees
for the Company.  Mr. Wiegand  contributed  $250 for the payment of professional
fees after January 2002.


                                        6

<PAGE>

ITEM 7: FINANCIAL STATEMENTS

<TABLE>
                                TABLE OF CONTENTS
<CAPTION>

<S>                                                                                       <C>
Independent Auditors' Report...............................................................8

Balance Sheet at April 30, 2002 ...........................................................9

Statements of Operations for the years ended
April 30, 2002 and 2001....................................................................10

Statements of Shareholders' Deficit for period of inception (April 9, 1998)
through April 30, 2002.....................................................................11

Statements of Cash Flows for the years ended
April 30, 2002 and 2001....................................................................12

Notes to the Financial Statements..........................................................13-16

</TABLE>

                                        7

<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Board of Directors and Shareholders of
Copper Corporation

We have audited the balance sheet of Copper  Corporation  (a  development  stage
company)  as  of  April  30,  2002  and  related   statements   of   operations,
shareholders'  deficit  and cash flows for the years  ended  April 30,  2002 and
2001, and for the period from April 9, 1998 (inception)  through April 30, 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 auditing standards generally accepted
in the United  States.  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,  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 Copper Corporation as of April
30, 2002 and the related  statement of  operations  and cash flows for the years
ended April 30, 2002 and 2001 and for the period from April 9, 1998  (inception)
through  April 30,  2002 in  conformity  with  accounting  principles  generally
accepted in the United States.

The accompanying  financial  statements have been prepared  assuming the Company
will  continue  as a going  concern.  As  discussed  in Note A to the  financial
statements,  the Company  has  incurred  losses  since  inception  and has a net
capital deficit at April 30, 2002. These factors raise  substantial  doubt about
the  Company's  ability  to  continue  as a going  concern.  Management's  plans
regarding  those matters are also described in Note A. The financial  statements
do not  include  any  adjustments  that might  result  from the  outcome of this
uncertainty.



/s/ Cordovano and Harvey, P.C.
------------------------------
Cordovano and Harvey, P.C.
Denver, Colorado
July 24, 2002



                                        8

<PAGE>

                               COPPER CORPORATION
                          (A Development Stage Company)

                                  Balance Sheet

<TABLE>
<CAPTION>
<S>                                                                                 <C>
Assets                                                                              $                              -
                                                                                    ================================
Liabilities and shareholders' deficit Liabilities:
    Accrued liabilities                                                                                        1,500
                                                           Total liabilities                                   1,500

Shareholders' deficit:
    Preferred stock, no par value; 5,000,000 shares authorized;
        -0- shares issued and outstanding                                                                          -
    Common stock, no par value; 20,000,000 shares authorized;
        1,230,000 shares issued and outstanding                                                                2,673
    Additional paid-in capital                                                                                 6,727
    Deficit accumulated during development stage                                                            (10,900)
                                                                                                            --------
                                                        Total shareholders' deficit                          (1,500)
                                                                                                             -------
                                                                                    $                             -
                                                                                    ===============================
</TABLE>

                 See accompanying notes to financial statements
                                        9

<PAGE>

                               COPPER CORPORATION
                          (A Development Stage Company)

                             Statement of Operations

<TABLE>
<CAPTION>
                                                                 For the Years Ended
                                                                      April 30,                    April 9,1998
                                                                                                   (inception)
                                                                                                   Through April 30,
                                                              2002              2001               2002
<S>                                                           <C>               <C>                <C>
Costs and expenses:
    Stock-based compensation (Note B):
        Organizational costs                                  $               - $               -  $                500
    Contributed rent (Note B)                                             1,200             1,200                 4,900
    General and administrative                                            3,604             1,500                 5,616
                                                                          -----             -----                 -----
                                      Total cost and expenses            (4,804)           (2,700)              (11,016)
Interest income                                                               -                 5                   116
                                                                              -                 -                   ---
                                 Net loss before income taxes            (4,804)           (2,695)              (10,900)
Income taxes (Note C)                                                         -                 -                     -
                                                     Net loss $          (4,804)$          (2,695) $            (10,900)
                                                                    ============      ============     =================
Basic and diluted loss per common share                       $               * $               *
                                                                ================      ============
Basic and diluted weighted average common
    shares outstanding                                                1,230,000         1,230,000

</TABLE>

* Less than $01 per share


                 See accompanying notes to financial statements
                                        10

<PAGE>

                               COPPER CORPORATION
                          (A Development Stage Company)

<TABLE>
                       Statement of Shareholders' Deficit
                April 9, 1998 (inception) through April 30, 2002
<CAPTION>

                                                                                                             Deficit
                                                                       Common Stock                          Accumulated
                                                                                              Additional     During the
                                                                                              Paid-In        Development
                                                                  Shares        Amount        Capital        Stage          Total
                                                                  ------        ------        -------        -----          -----
<S>                                                               <C>           <C>           <C>            <C>            <C>
Beginning balance, April 9, 1998                                           -    $      -      $     -        $     -        $     -
April 1998, common stock issued in exchange
    for service and in connection with organizing the              1,000,000         500            -               -           500
Contributed rent (Note B)                                                  -           -          100               -           100
Net loss for the period ended April 30, 1998                               -           -            -            (687)         (687)
                                                                           -           -            -            -----         -----
                               BALANCE, APRIL 30, 1998             1,000,000         500          100            (687)          (87)
May 1998, common stock issued for cash,
    net of $127 of offering costs (Note A)                           230,000       2,173            -               -         2,173
Contributed rent (Note B)                                                  -           -        1,200               -         1,200
Net loss for year ended April 30, 1999                                     -           -            -          (1,398)       (1,398)
                                                                           -           -            -          -------       -------
                               BALANCE, APRIL 30, 1999             1,230,000       2,673        1,300          (2,085)        1,888
Contributed rent (Note B)                                                  -           -        1,200               -         1,200
Net loss for year ended April 30, 2000                                     -           -            -          (1,316)       (1,316)
                                                                           -           -            -          -------       -------
                               BALANCE, APRIL 30, 2000             1,230,000       2,673        2,500          (3,401)        1,772
Contributed rent (Note B)                                                  -           -        1,200               -         1,200
Net loss for year ended April 30, 2001                                     -           -            -          (2,695)       (2,695)
                                                                           -           -            -          -------       -------
                               BALANCE, APRIL 30, 2001             1,230,000       2,673        3,700          (6,096)          277
Contributed rent (Note B)                                                  -           -        1,200               -         1,200
Contributed expenses (Note B)                                              -           -        1,827               -         1,827
Net loss for year ended April 30, 2002                                     -           -            -          (4,804)       (4,804)
                               BALANCE, APRIL 30, 2002             1,230,000    $  2,673      $ 6,727        $(10,900)      $(1,500)
                                                                   =========    ========      =======        =========      ========

</TABLE>

                See accompanying notes to financial statements
                                        11

<PAGE>

                               COPPER CORPORATION
                          (A Development Stage Company)

<TABLE>
                             Statement of Cash Flows
<CAPTION>
                                                                                                                April 9, 1998
                                                                                                                (inception)
                                                                                For the Years Ended             Through
                                                                                     April 30,                  April 30,
                                                                                2002           2001             2002
                                                                                ----           ----             ----
<S>                                                                             <C>            <C>              <C>
Cash flows from operating activities
    Net loss                                                                    $  (4,804)     $  (2,695)       $       (10,900)
    Transactions not requiring cash:
        Common stock issued for services                                                -              -                    500
        Office space contributed by an affiliate (Note B)                           1,200          1,200                  4,900
        Contributed expenses                                                        1,827              -                  1,827
        Changes in operating assets and operating liabilities:
            Accounts payable and accrued liabilities                                    -          1,500                  1,500
            Due from affiliate                                                      1,777             (5)                     -
                          Net cash provided by financing activities                     -              -                 (2,173)
Cash flows from financing activities:
    Proceeds from sale of common stock (note A)                                         -              -                  2,300
    Payments for offering costs                                                         -              -                   (127)
                          Net cash provided by financing activities                     -              -                  2,173
                                                 Net change in cash                     -              -                      -
Cash, beginning of period                                                               -              -                      -
                                                Cash, end of period             $       -      $       -        $             -

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

</TABLE>

                 See accompanying notes to financial statements
                                        12

<PAGE>

                               COPPER CORPORATION
                          (A Development Stage Company)

                         Notes To Financial Statements

Note A: Organization and summary of significant accounting policies

Organization

Copper Corporation (the "Company") was incorporated, by an affiliate,  Corporate
Management  Services  ("CMS"),  under the laws of  Colorado  on April 9, 1998 to
engage in any lawful corporate  undertaking.  The Company is a development stage
enterprise in accordance with Statement of Financial  Accounting Standard (SFAS)
No.  7 and is a  "blank  check"  company.  The  Company's  business  plan  is to
evaluate,  structure and complete a merger with, or acquisition  of, a privately
owned corporation.

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

The  Company  has  been in the  development  stage  since  inception  and has no
revenue-producing operations to date.

The  accompanying  financial  statements  have been  prepared on a going concern
basis,  which  contemplates  the  realization of assets and the  satisfaction of
liabilities  in the  normal  course of  business.  As shown in the  accompanying
financial statements,  the Company is a development stage company with losses of
$10,900  since  inception  and a net capital  deficit at April 30,  2002.  These
factors,  among others, may indicate that the Company will be unable to continue
as a going concern for reasonable period of time.

The  financial  statements  do  not  include  any  adjustments  relating  to the
recoverability  and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern. The Company's continuation
as a going  concern is dependent  upon its ability to generate  sufficient  cash
flow to meet  its  obligations  on a  timely  basis  and  ultimately  to  attain
profitability.   The  Company  intends  to  seek   additional   funding  through
shareholder advances and equity offerings to fund its business plan. There is no
assurance that the Company will be successful in acquiring  advances and raising
additional funds.

Summary of significant accounting policies

Cash equivalents

For  financial  accounting  purposes  and the  statements  of cash  flows,  cash
equivalents  include  all  highly  liquid  debt  instruments  purchased  with an
original  maturity of three months or less. The Company had no cash  equivalents
at April 30, 2002.

Fair value of financial instruments

The  Company  has  determined,   based  on  available  market   information  and
appropriate   valuation   methodologies,   the  fair  values  of  its  financial
instruments approximate carrying values. The carrying amounts of receivables and
current liabilities approximate fair value due to the short-term maturity of the
instruments.

                                       13

<PAGE>

                               COPPER CORPORATION
                          (A Development Stage Company)

                         Notes To Financial Statements

Use of estimates

The  preparation  of the  financial  statements  in  conformity  with  generally
accepted  accounting  principals  requires  management  to  make  estimates  and
assumptions  that affect  certain  reported  amounts of assets and  liabilities;
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. Accordingly, actual results could differ from those estimates.

Income Taxes

The Company  reports income taxes in accordance  with SFAS No. 109,  "Accounting
for Income Taxes",  which requires the liability method in accounting for income
taxes. Deferred tax assets and liabilities arise from the difference between the
tax basis of an asset or  liability  and its  reported  amount on the  financial
statements.  Deferred tax amounts are determined by using the tax rates expected
to be in effect  when the taxes will  actually be paid or refunds  received,  as
provided under currently enacted law. Valuation  allowances are established when
necessary  to reduce the  deferred  tax  assets to the  amounts  expected  to be
realized.  Income  tax  expense or  benefit  is the tax  payable or  refundable,
respectively,  for the period plus or minus the change  during the period in the
deferred tax assets and liabilities.

Earnings (loss) per common share

Basic  earnings  per share is computed by dividing  income  available  to common
shareholders  (the  numerator) by the  weighted-average  number of common shares
(the denominator) for the period.  The computation of diluted earnings per share
is similar to basic earnings per share, except that the denominator is increased
to  include  the  number  of  additional  common  shares  that  would  have been
outstanding if potentially dilutive common shares had been issued.

At April 30,  2002,  there was no variance  between  basic and diluted  loss per
share as there were no potentially dilutive common shares outstanding.

Organization costs

Costs related to the organization of the Company have been expensed as incurred.

Offering costs

Legal,  printing and filing fees incurred in connection with the offering of its
common  stock are  deferred by the Company  until the  offering is closed.  Upon
closing,  the  deferred  offering  costs are (1)  subtracted  from the  offering
proceeds if the  offering is  successful,  or (2) charged to  operations  if the
offering is unsuccessful.

Fiscal year

The Company operates on a fiscal year ending April 30.

                                       14

<PAGE>

                               COPPER CORPORATION
                          (A Development Stage Company)

                         Notes To Financial Statements

Stock-based compensation

SFAS No.  123,  "Accounting  for  Stock-Based  Compensation"  permits the use of
either a "fair value based method" or the  "intrinsic  value method"  defined in
Accounting  Principles  Board  Opinion  25,  "Accounting  for  Stock  Issued  to
Employees" (APB 25) to account for stock-based compensation arrangements.

Companies  that  elect to use the  method  provided  in APB 25 are  required  to
disclose pro forma net income and pro forma earnings per share  information that
would have resulted from the use of the fair value based method. The Company has
elected  to  continue  to  determine  the  value  of  stock-based   compensation
arrangements  with  employees  under  the  provisions  of APB 25.  No pro  forma
disclosures  have been included with the  accompanying  financial  statements as
there was no pro forma effect to the Company's net loss or loss per share.

Note B: Related party transactions

CMS  organized  the Company in exchange for  1,000,000  shares of the  Company's
common  stock.  The common  stock was valued at $500 by the  Company's  Board of
Directors.

CMS and Mr. Wiegand  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
$1,200, $1,200, and $4,900, respectively, for the years ended April 30, 2002 and
2001, and the period from April 9, 1998 (inception) through April 30, 2002.

During the year  ended  April 30,  2002,  CMS repaid  the  Company  $1,777  from
offering  proceeds and contributed  $1,577 for the payment of professional  fees
for the Company.  Mr. Wiegand  contributed  $250 for the payment of professional
fees after January 2002. At April 30, 2002, the Company owes $-0- to CMS and Mr.
Wiegand.

Note C: Income taxes

A reconciliation of U.S. statutory federal income tax rate to the effective rate
for the years ended April 30, 2002 and 2001 are as follows:

<TABLE>
<CAPTION>
                                               For the Years Ended
                                                     April 30,
                                                -------------------
                                                2002      2001
                                                --------- ---------
<S>                                             <C>       <C>
U.S. statutory federal rate...................   15.00%    15.00%
State income tax rate, net of federal benefit.    4.04%     4.04%
Contributed rent..............................   -4.76%    -8.48%
Net operating loss (NOL)for which no tax
   benefit is necessary........................  -14.28%    10.56%
                                                -------------------
                                                  0.00%     0.00%
</TABLE>

At April 30, 2002, deferred taxes consisted of a net tax asset of $1,142, due to
operating  loss  carryforwards  of $6,000,  which was fully  allowed for, in the
valuation  allowance of $1,142. The valuation allowance offsets the net deferred
tax asset for which  there is no  assurance  of  recovery.  The  changes  in the
valuation  allowance  for the years ended April 30, 2002 and 2001 and from April
9,  1998  (inception)  through  April 30,  2002 were  $686,  $285,  and  $1,142,
respectively. Net operating loss carryforwards will expire through 2022.

                                       15

<PAGE>

                               COPPER CORPORATION
                          (A Development Stage Company)

                         Notes To Financial Statements

The valuation  allowance will be evaluated at the end of each year,  considering
positive and negative evidence about whether the asset will be realized. At that
time, the allowance will either be increased or reduced;  reduction could result
in the complete elimination of the allowance if positive evidence indicates that
the value of the deferred tax asset is no longer  impaired and the  allowance is
no longer required.

Should the Company undergo an ownership change, as defined in Section 382 of the
Internal  Revenue  Code,  the Company's  tax net  operating  loss  carryforwards
generated prior to the ownership change will be subject to an annual  limitation
which could reduce or defer the utilization of those losses.

Note D: Shareholders' equity

The Company's preferred stock may be issued in series as determined by the Board
of Directors. As required by law, each series must designate the number of share
in the  series  and each  share of a series  must have  identical  rights of (1)
dividend, (2) redemption, (3) rights in liquidation, (4) sinking fund provisions
for the redemption of the share, (5) terms of conversion and (6) voting rights.

                                       16

<PAGE>

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

None.

ITEM 9: DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Set forth  below is certain  information  regarding  each of the  directors  and
officers of the Company:

BERNARD  WARE,  (Age 43) Mr Ware  attended  UCLA where he obtained a Bachelor of
Arts  degree with a Major in  Political  Science in 1981.  He attended  UCLA Law
School  where he obtained his Juris  Doctorate in 1985.  He has been a member of
the  California  State Bar for the past ten (10) years.  He has practiced law in
the Los Angeles  area for his entire  professional  career.  From  January  1997
through May 2001, Mr. Ware was an associate  attorney in the law firm of Dummit,
Faber,  Briegleb & Diamond. His duties included handling medical malpractice and
general liability defense cases. From May 2001 through August 2001, Mr. Ware was
an associate  attorney with Tseng & Associates in Thousand Oaks California.  His
duties included  handling general  liability  defense cases. From August 2001 to
present,  Mr. Ware has been a sole  practitioner  performing  contract  work for
various law firms in the Greater Los Angeles area.

ROGER SHERMAN (Age 66) Mr. Sherman graduated from University of Minnesota with a
law degree in 1959.  He practiced  law with Miller and Austin from 1959 to 1962.
After practicing law he went to work for The Pillsbury  Company where he managed
the tax department.  After leaving  Pillsbury he was a part owner and officer of
several  different  businesses.  He is  currently  an officer  and  director  of
Kensington Holding Corporation.

ANDREW  BROWN  (Age  31) From  1997 to  1998,  Mr.  Brown  worked  as a SBA loan
processor  for  Adecco  Staffing.  From 1998 to  present  he has acted as Office
Manager and Executive Assistant for Kennsington Holding  Corporation.  Mr. Brown
has been an employee for the company since 1998.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities  Exchange Act of 1934, as amended (the "Exchange
Act"), requires the Company's directors,  officers and persons who own more than
10 percent of a registered  class of the Company's  equity  securities,  to file
reports of ownership and changes in ownership  with the  Securities and Exchange
Commission ("the Commission").  Directors,  officers and greater than 10 percent
beneficial owners are required by applicable  regulations to furnish the Company
with  copies of all forms  they file with the  Commission  pursuant  to  Section
16(a).  Based  solely upon a review of the copies of the forms  furnished to the
Company,  the Company  believes that during fiscal 2001 the filing  requirements
applicable to its directors and executive officers were not satisfied.

ITEM 10: EXECUTIVE COMPENSATION

Remuneration and Executive Compensation
---------------------------------------

The following table shows,  for the three-year  period ended April 30, 2002, the
cash  compensation  paid by the Company,  as well as certain other  compensation
paid for such year, to the Company's Chief  Executive  Officer and the Company's
other most highly  compensated  executive  officers.  Except as set forth on the
following  table, no executive  officer of the Company had a total annual salary
and bonus for 2002 that exceeded $100,000.

                                       17

<PAGE>

<TABLE>
                           Summary Compensation Table
<CAPTION>
                                                                               Securities
                                                                               Underlying
Name and                                                                       Options       All Other
Principal Position                  Year      Salary    Bonus      Other       Granted       Compensation
------------------                  ----      ------    -----      -----       -------       ------------
<S>                                 <C>       <C>       <C>        <C>         <C>           <C>
Roger Sherman                       2002          0        0        0                0                 0
                                    2001          0        0        0                0                 0
Andrew Brown                        2002          0        0        0                0                 0
                                    2001          0        0        0                0                 0
Barnard Ware                        2002          0        0        0                0                 0
                                    2001          0        0        0                0                 0

Jim Wiegand                         2002          0        0        0                0                 0
                                    2001          0        0        0                0                 0
                                    2000          0        0        0                0                 0

</TABLE>

Stock Option Grants in 2002
---------------------------

Shown below is further  information  regarding  employee  stock options  awarded
during 2002 to the named officers and directors:

<TABLE>
<CAPTION>
                           Number of        % of Total
                           Securities       Options
                           Underlying       Granted to     Exercise    Expiration
Name                       Options          Employees      Price       Date
----                       -------          ---------      -----       ----
<S>                        <C>              <C>            <C>         <C>
None

</TABLE>

ITEM 11: SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of April 30th, 2002, the beneficial ownership
of the  Company's  Common Stock by each  director and  executive  officer of the
Company and each person known by the Company to beneficially own more than 5% of
the  Company's  Common  Stock  outstanding  as of such  date  and the  executive
officers and directors of the Company as a group.

<TABLE>
<CAPTION>
                                                     Number of Shares
Person or Group                                      of Common Stock            Percent
---------------                                      ---------------            -------
<S>                                                  <C>                        <C>
James Wiegand                                           350,000                 28.5%
Max Gould                                               200,000                 16.3%
Corporate Management Services ("CMS")                   200,000                 16.3%

</TABLE>

ITEM 12: CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

None.

ITEM 13: EXHIBITS AND REPORTS ON FORM 8-K

The exhibits listed in the  accompanying  index to exhibits are filed as part of
this Annual  Report on Form 10KSB.  No reports on Form 8-K were filed during the
Company's fourth fiscal quarter.


                                       18

<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Sections 13 or 15 (d) 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  on this 5th day of
August, 2002.

                                                              COPPER CORPORATION

                                                               /s/ Roger Sherman
                                                               -----------------
                                                        Roger Sherman, President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following  persons on behalf of the  registrant and
in capacities and on the dates indicated.

Signature                           Title                     Date


/s/ Roger Sherman                   President                 8/5/02
-----------------                   ---------                 ------
Roger Sherman

/s/ Bernard Ware                    Chief Financial Officer   8/5/02
----------------                    -----------------------   ------
Bernard Ware

/s/ Andrew Brown                    Secretary                 8/5/02
----------------                    ---------                 ------
Andrew Brown

     I am the Chief  Executive  Officer of the  Company and by signing the above
Form 10-KSB,  I certify that the report fully complies with all the requirements
of section 13(a) or 15(d) of the Exchange Act and that information  contained in
the report fairly presents,  in all material respects,  the financial  condition
and results of operations of the issuer.

                                                               /s/ Roger Sherman
                                                               -----------------
                                          Roger Sherman, Chief Executive Officer

     I am the Chief  Financial  Officer of the  Company and by signing the above
Form 10-KSB,  I certify that the report fully complies with all the requirements
of section 13(a) or 15(d) of the Exchange Act and that information  contained in
the report fairly presents,  in all material respects,  the financial  condition
and results of operations of the issuer.


                                                                /s/ Bernard Ware
                                                                ----------------
                                           Bernard Ware, Chief Financial Officer

                                       19

<PAGE>