SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

Date of Report (Date of earliest event reported: June 25, 2002

                               Copper Corporation
                               ------------------
             (Exact name of registrant as specified in its charter)



   Colorado                     000-33247                 84-1493157
   --------                     ---------                 ----------
(State or other jurisdiction   (Commission File          (IRS Employer
of incorporation)               Number)                  Identification Number)

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


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


ITEM 1. Changes in Control of Registrant.

None.

ITEM 2.  Acquisition or Disposition of Assets.

On June 25, 2002, Copper  Corporation  ("Copper")  entered into a Stock Exchange
Agreement (the "Agreement") with all of the stockholders of American Real Estate
Investors, Inc. ("American") wherein Copper will acquire 100% of the outstanding
stock of American in exchange for 1,300,000 shares of Copper. Under terms of the
Agreement,  American will deliver 1,000,000 shares of stock to Copper and Copper
will  deliver  1,300,000  shares of stock to  American.  Copper will acquire all
rights and ownership of American.  James Wiegand,  existing director and officer
of Copper will be replaced by Roger Sherman, Andrew Brown, and Barnard Ware.

ITEM 3. Bankruptcy or Receivership.

None.





ITEM 4.  Changes in Registrant's Certifying Accountant.

None.

ITEM 5.  Other Events.

None.

ITEM 6.  Resignations of Registrant's Director's

Pursuant to the Agreement  previously  mentioned,  effective  June 25, 2002, Jim
Wiegand has  resigned as the sole  officer and  director of Copper  Corporation.
Roger  Sherman,  Andrew  Brown,  and Bernard Ware will take over as officers and
directors.

ITEM 7.  Financial Statements and Exhibits.

Exhibit 1 -       Stock Exchange Agreement dated June 25, 2002
Exhibit 2 -       Consent of Board of Directors
Exhibit 3 -       Resignation of James Wiegand

ITEM 8.  Change in Fiscal Year.

None.


                                   SIGNATURES

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

                                                     COPPER CORPORATION


                                                     /s/Roger Sherman
                                                     ----------------
                                                     Roger Sherman, President
Dated: July 10, 2002