FORM 10-QSB
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
(Mark One)
[X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended July 31, 2002
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ___________________ to _______________________
Commission File Number 000-33247
COPPER CORPORATION
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Colorado 84-1493157
- ------------------------------------ ----------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
3088 SE Gabler 55313
- ----------------------------------------- -------------------
(Address of principal executive office) (Zip Code)
(763) 477-6027
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(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No _ __ -------- -----
The number of shares outstanding of each of Issuer's classes of common equity as
of September 10, 2002.
Common Stock, par value $.0001 2,530,000
------------------------------ --------------------------
Title of Class Number of Shares
Transitional Small Business Disclosure Format yes_____ no___X__ -
COPPER CORPORATION
with
Report of Independent Auditors
JULY 31, 2002
Prepared by:
Cordovano and Harvey, P.C.
Certified Public Accountants
Denver, Colorado
COPPER CORPORATION
Index
Page
----
Part I: Financial Information
Item 1 Financial Statements
Consolidated CondenseBalance Sheet as of July 31, 2002 (unaudited) 3
Consolidated Condense Statements of Operations for the Three Months
Ended July 31, 2002 and 2001 (unaudited) 4
Consolidated Condense Statement of Changes in Shareholders' Deficit
for the Three months Ended July 31, 2001 (una5dited) 5
Consolidated Condense Statements of Cash Flows for the Three Months
Ended July 31, 2002 an 2001 (unaudited) 6
Notes to Consolidated I ondensed Financial Statements (unaudited) 7
Item 2 Plan of Operation 8
Part II: Other Information 9
Signatures 10
Exhibits 11
COPPER CORPORATION
Consolidated Condensed Balance Sheet
July 31, 2002
(unaudited)
Assets
$
=========
Liabilities and Shareholders' Deficit
-------------------------------------
Liabilities:
Accounts payable and accrued liabilities $ 3,284
----------
Total liabilities 3,284
Shareholders' deficit:
Preferred stock
Common stock 2,673
Additional paid-in capital 8,800
Deficit accumulated during the development stage (14,757)
--------
Total shareholder's deficit (3,284)
-------
$ --
==========
See accompanying notes to consolidated condensed financial statements.
COPPER CORPORATION
Consolidated Condensed Balance Sheet
(unaudited)
Three Months Ended
July 31,
-------------------------
2002 2001
Costs and expenses:
Contributed rent 300 300
General and administrative 3,557 250
------ ---
3,857 550
------ ---
Loss before income taxes (3,857) (550)
Income tax provision --- ---
--------- --------
Net loss $(3,857) (550)
========= ========
Basic and diluted loss per share $ --- ---
Weighted average common shares outstanding 1,446,667 1,230,000
See accompanying notes to consolidated condensed financial statements
COPPER CORPORATION
Consolidated Condensed Statement of Changes in Shareholder's Deficit
(unaudited)
Deficit
Additional Accumulated
Common Stock Additional During the
------------ paid-in Development
Shares Amount capital Stage Total
------ ------ ------- ----- -----
Balance at
April 30, 2002 1,230,000 2,673 6,727 (10,900) (1,500)
Contributed rent (Note 2) --- --- 300 --- ---
Contributed services (Note 2) --- --- 475 --- ---
Related party payment of costs on
behalf of Company (Note 2) --- --- 1,298 --- 1,298
Issuance of common stock
for subsidiary 1,300,000 --- --- --- ---
Net income/loss --- --- --- (3,857) (3,857)
--------- ----- ----- -------- -------
Balance at
July 31, 2001 2,530,000 2,673 8,800 (14,757) (3,284)
========= ===== ===== ======== =======
See accompanying notes to consolidated condensed financial statements
COPPER CORPORATION
Consolidated Condensed Statements of Cash Flows
(unaudited)
Three Months Ended
July 31,
--------------------
2002 2001
Net cash used in operating activities $(2,073) $ 500
-------- ------
Cash flows from financing activities:
Contributed capital by an affiliat 2,073 ---
-------- ------
Net cash provided by financing activities 2,073 ---
-------- ------
Net change in cash --- 500
Cash:
Cash, beginning of period --- ---
Cash, end of period --- 500
------- ------
Supplemental disclosure of cash flow information:
Cash paid during the year for:
Income taxes --- ---
======= ======
Interest --- ---
======= ======
See accompanying notes to consolidated condensed financial statements
COPPER CORPORATION
Notes to Consolidated Condensed Financial Statements
(unaudited)
Note 1: Basis of Presentation
- ------------------------------
The consolidated condensed financial statements presented herein have been
prepared by the Company in accordance with the accounting policies in its
audited financial statements for the year ended April 30, 2002 filed in its Form
10-KSB and should be read in conjunction with the notes thereto. The Company's
plans to evaluate, structure and complete a merger with (or acquisition of) a
privately owned corporation.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the three month period ended July 31, 2002 are not necessarily
indicative of the results to be expected for the year.
Interim financial data presented herein are unaudited.
Note 2: Related Party Transactions
- -----------------------------------
During the three months ended July 31, 2002, management provided free office
space to the Company, on an as needed basis. During the three months ended July
31, 2001, Corporate Management Services, the former controlling shareholder of
the Company, provided free office space to the Company, on an as needed basis.
The Company's Board of Directors valued this free service at approximately $100
per month, based on prevailing local market rates. The accompanying consolidated
condensed financial statements include a charge to rent expense and a credit to
paid-in capital of $300 and $300, for the three months ended July 31, 2002 and
2001, respectively.
During the three months ended July 31, 2002, management provided their time and
effort to the Company, on an as needed basis, at no charge to the Company. The
Company's Board of Directors valued this free service at approximately $25 per
hour, based on prevailing local market rates.
Note 3: Income Taxes
- ---------------------
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the periods shown on the accompanying unaudited
condensed financial statements resulting in a deferred tax asset, which was
fully allowed for; therefore, the net benefit and expense result in $-0- income
taxes.
Note 4: Acquisition of Subsidiary
- ----------------------------------
On June 25, 2002, the Company's Board of Directors approved the issuance of 1.3
million shares of its common stock to All American Financial Management, Inc. in
exchange for all of the issued and outstanding shares of common stock of
American Real Estate Investors, Inc., a shell company with no assets or
business. As a result of the transaction, American Real Estate Investors, Inc.
became a wholly owned subsidiary of the Company. There were no intercompany
transactions or accounts.
Item 2. Plan of Operations.
General
The Company acquired a subsidiary on June 25, 2002 in order to facilitate the
sale of a majority interest in the common stock of the Company. The subsidiary,
American Real Estate Investors, Inc., has no assets or business; it is a dormant
shell company.
The plan of the Company's management, for the next twelve months, is to focus on
acquiring an operating entity. Management has been seeking possible merger
candidates and expects to consummate a transaction in the near future. Certain
members of management plan to work, deferring payment of compensation, to seek
and evaluate potential merger candidates. Principal shareholders plan to
underwrite the Company's obligations until such time as a merger is completed.
The Company has no full-time employees, incurs nominal rent and administrative
expenses and has no other recurring operating expenses, except for those
professional fees and expenses necessary to maintain its reporting status under
the Securities and Exchange Act of 1934, as amended. The Company anticipates
raising no capital over the next twelve months. The Company has no plans to
acquire any assets or make any investments prior to completing a merger.
To date, the Company has identified no suitable merger candidates. Management
has no particular type of merger candidate in mind. No restrictions have been
placed on management's discretion to seek out and participate in an appropriate
merger.
Selection of an appropriate merger candidate is complex and risky due to the
lack of Company financial resources, the speculative nature of such a
transaction, management's limited time commitment to the Company, management's
potential conflicts of interest, the burdens of being a reporting company, and
competition in the marketplace. There is no assurance that the Company will be
successful in consummating a merger with a privately held company or that such a
merger will result in profitable operations.
Special note regarding forward-looking statements
This report contains forward-looking statements within the meaning of federal
securities laws. These statements plan for or anticipate the future.
Forward-looking statements include statements about our future business plans
and strategies, statements about our need for working capital, future revenues,
results of operations and most other statements that are not historical in
nature. In this Report, forward- looking statements are generally identified by
the words "intend", "plan", "believe", "expect", "estimate", and the like.
Investors are cautioned not to put undue reliance on forward-looking statements.
Except as otherwise required by applicable securities statues or regulations,
the Company disclaims any intent or obligation to update publicly these
forward-looking statements, whether as a result of new information, future
events or otherwise. Because forward-looking statements involve future risks and
uncertainties, these are factors that could cause actual results to differ
materially from those expressed or implied.
Part II: Other Information
Item 1: Legal Proceedings No report required.
Item 2: Changes in Securities No report required.
Item 3: Defaults upon Senior Securities No report required.
Item 4: Submission of Matters to a Vote of Security Holders No report required.
Item 5: Other information No report required.
Item 6: Exhibits and Reports on Form 8-K
(a). Exhibits: None
SIGNATURES
The financial information furnished herein has not been audited by an
independent accountant; however, in the opinion of management, all adjustments
(only consisting of normal recurring accruals) necessary for a fair presentation
of the results of operations for the three months ended June 30, 2002 have been
included.
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
COPPER CORPORATION
Date: September 10, 2002
By: /S/ Roger W. Sherman
--------------------------------------------------
Roger W. Sherman, President
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Copper Corporation (the "Company") on
Form 10-QSB for the period ending July 31, 2002, as filed with the Securities
and Exchange Commission on the date hereof (the "Report'), I, Roger W. Sherman,
Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a) or
15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of the
Company.
/s/ Roger W. Sherman
Chief Executive Officer
September 10, 2002
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Copper Corporation (the "Company") on
Form 10-QSB for the period ending July 31, 2002, as filed with the Securities
and Exchange Commission on the date hereof (the "Report'), I, Roger W. Sherman,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that:
(1) The Report fully complies with the requirements of Section 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all
material respects, the financial condition and result of operations of
the Company.
/s/ Roger W. Sherman
Chief Financial Officer
September 10, 2002