U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
Quarterly Report Under Section 13 or 15(d) of the
Securities Exchange Act of 1934 for the Quarterly
Period Ended January 31, 2002
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Commission file number: 000-33247
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COPPER CORPORATION
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(Exact name of small business issuer as specified in its charter)
Colorado 84-1493157
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
10077 E. County Line Rd., Longmont, Colorado 80501
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(Address of principal executive offices) (Zip Code)
303-772-3316
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(Issuer's telephone number)
7899 West Frost Drive, Littleton, Colorado 80128
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(Former name, former address and former fiscal year,
if changed since last report)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes X No
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State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date.
As of January 31, 2002, 1,230,000 shares of common stock, no par value, were
outstanding.
INDEX
Page
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PART I--FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed balance sheet (Unaudited) - January 31, 2002 .......... 3
Condensed statements of operations (Unaudited) -
Three months ended January 31, 2002 and 2001;
Nine months ended January 31, 2002 and 2001 ................... 4
Condensed statements of cash flows (Unaudited) -
Nine months ended January 31, 2002 and 2001 ................... 5
Notes to condensed financial statements (Unaudited) ............. 6
Item 2. Plan of operation ...................................... 8
PART II--OTHER INFORMATION ........................................... 8
Item 1. Legal Proceedings
Item 2. Changes in Securities
Item 3. Defaults Upon Senior Securities
Item 4. Submission of Matters to a Vote of Security Holders
Item 5. Other Information
Item 6. Exhibits and Reports on Form 8-K
Signatures ...................................................... 9
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Part 1. Item 1. Financial Information
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COPPER CORPORATION
Condensed Balance Sheet
(Unaudited)
January 31, 2002
Assets: $ --
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Liabilities and shareholders' deficit
Liabilities:
Accounts payable and accrued expenses ........................ $ 244
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244
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Shareholders' deficit:
Preferred stock .............................................. --
Common stock ................................................. 2,672
Additional paid-in capital ................................... 5,810
Retained deficit ............................................. (8,726)
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Total shareholders' deficit (244)
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$ --
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See accompanying notes to condensed financial statements
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COPPER CORPORATION
Condensed Statements of Operations
(Unaudited)
For the Three Months Ended
January 31,
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2002 2001
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Costs and expenses:
Contributed rent (Note B) ................. $ 300 $ 300
General and administrative ................ 712 --
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Total cost and expenses (1,012) (300)
Interest income ................................ -- --
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Net loss before income taxes (1,012) (300)
Income taxes (Note C) .......................... -- --
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Net loss $ (1,012) $ (300)
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Basic and diluted loss per common share $ * $ *
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Basic and diluted weighted average common
shares outstanding ........................ 1,230,000 1,230,000
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* Less than $.01 per share
COPPER CORPORATION
Condensed Statements of Operations
(Unaudited)
(CONTINUED)
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For the Nine Months Ended
January 31,
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2002 2001
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Costs and expenses:
Contributed rent (Note B) ................. $ 900 $ 900
General and administrative ................ 1,730 --
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Total cost and expenses (2,630) (900)
Interest income ................................ -- 5
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Net loss before income taxes (2,630) (895)
Income taxes (Note C) .......................... -- --
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Net loss $ (2,630) $ (895)
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Basic and diluted loss per common share $ * $ *
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Basic and diluted weighted average common
shares outstanding ........................ 1,230,000 1,230,000
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* Less than $.01 per share
See accompanying notes to condensed financial statements
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COPPER CORPORATION
Condensed Statements of Cash Flows
(Unaudited)
For the Nine Months Ended
January 31,
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2002 2001
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Net cash used in operating activities $(2,986) $ --
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Cash flows from financing activities:
Contributed capital by affiliate (Note B) ..... 2,986 --
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Net cash provided by financing activities 2,986 --
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Net change in cash -- --
Cash, beginning of period .......................... -- --
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Cash, end of period $ -- $ --
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Supplemental disclosure of cash flow information:
Cash paid during the period for:
Interest ................................... $ -- $ --
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Income taxes ............................... $ -- $ --
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See accompanying notes to condensed financial statements
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COPPER CORPORATION
Notes to Condensed Financial Statements
(Unaudited)
Note A: Basis of Presentation
The financial statements presented herein have been prepared by the Company in
accordance with the accounting policies in its audited financial statements for
the year ended April 30, 2001 as filed in its Form 10-SB and should be read in
conjunction with the notes thereto. The Company's plans to evaluate, structure,
and complete a merger with, or acquisition of, a privately owned corporation.
On January 14th, 2002, the Company, Corporate Management Services ("CMS") and
Jim Wiegand executed a common stock purchase agreement. Mr. Wiegand purchased
750,000 shares of the Company's common stock, previously owned by Corporate
Management Services, and effectively took over the control of the Company.
This change does not affect the Company's operating results or financial
position. Accordingly, no pro forma financial information is necessary.
Historical information has been revised in conformity with current practice.
In the opinion of management, all adjustments (consisting only of normal
recurring adjustments) which are necessary to provide a fair presentation of
operating results for the interim period presented have been made. The results
of operations for the periods presented are not necessarily indicative of the
results to be expected for the year.
Interim financial data presented herein are unaudited.
Note B: Related Party Transactions
As of April 30, 2001, CMS, an affiliate under common control, owed the Company
$1,776 consisting of $1,660 in net proceeds remaining from a prior stock
offering and $116 of interest income generated from an interest-bearing bank
account. As of January 14, 2002, the Company owed CMS $1,210. The $2,986
received from CMS was disbursed for legal and accounting fees.
On January 14, 2002, pursuant to the common stock purchase agreement between the
Company, CMS and James Wiegand, CMS forgave the $1,210 owed by the Company. The
debt forgiveness was considered as a contribution to additional paid-in capital.
CMS provided free office space to the Company, on an as needed basis, for all
periods presented in the accompanying financial statements. The Company's Board
of Directors valued this free service at approximately $100 per month, based on
prevailing local market rates. The accompanying financial statements include a
charge to rent expense and a credit to paid-in capital of $900 and $900, for the
nine months ended January 31, 2002 and 2001, respectively.
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COPPER CORPORATION
Notes to Condensed Financial Statements
(Unaudited)
Note C: Income Taxes
The Company records its income taxes in accordance with Statement of Financial
Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred
net operating losses during the periods shown on the accompanying unaudited
condensed financial statements resulting in a deferred tax asset, which was
fully allowed for; therefore, the net benefit and expense result in $-0- income
taxes.
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Part I-- Item 2. Plan of Operation
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The Company's plan of operation is to seek out, investigate, and pursue a
merger, acquisition, or other business combination with an entity desiring the
perceived benefits offered by the Company as a result of its having a class of
securities registered under the Exchange Act. There have been no revenues from
operations since formation, and none are anticipated prior to completing a
business combination. The Company has no full time employees, incurs nominal
rent and administrative expenses of $100 per month, and has no other recurring
operational expenses except professional fees incurred as necessary. The
Company's president devotes approximately ten (10) hours per month, without
compensation, to the affairs of the Company. The Company does not anticipate
raising any additional funds in the next twelve (12) months, and has no present
plans to acquire any assets or make any investments prior to completing a
business combination.
To date, the Company has not identified a suitable target entity for any type of
business combination, and management has no particular type of merger,
acquisition, or business opportunity in mind. No restrictions have been placed
on management's discretion to seek out and participate in an appropriate
business opportunity. Due to limited financial resources it is anticipated that
only a single potential business venture will be pursued.
Selection of an appropriate business opportunity is complex and risky due to the
Company's limited financial resources, the speculative nature of operations,
management's limited time commitment to the Company, management's potential
conflicts of interest, the burdens of being a reporting company, lack of market
research, and competition in the marketplace. The Company's success is dependent
upon locating and consummating a business combination, and there are no
assurances that this will occur.
Part II - Other Information
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Items 1 through 5
No response required.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K
On January 4, 2002, we filed a Report on Form 8K to report a
change in control of Registrant. Our report on Form 8K is hereby
incorporated by reference.
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SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Copper Corporation
Date: March 8, 2002 By: /s/ James B. Wiegand
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James B. Wiegand, President/Secretary
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