U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549

                                 FORM 10-Q


      [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
                            EXCHANGE ACT OF 1934

                For the Quarterly Period Ended March 31, 2002

       [  ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                                 SECURITIES
                            EXCHANGE ACT OF 1934

               For the transition period from        to
                                              ------    ------

                        Commission File No. 0-31235

                          CONX CAPITAL CORPORATION
                           ----------------------
           (Exact name of registrant as specified in its charter)

          NEVADA                                   62-1736894
          ------                                   ----------
     (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)           Identification Number)

     502 N. DIVISION STREET, CARSON CITY, NV          89703
     ---------------------------------------          -----
     (Address of principal executive offices)       (Zip Code)

                               (702) 886-0713
                                -------------
            (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
                                            ---    ---

     As  of  March 31, 2002,  the  Registrant  had 6,650,000 shares of
     Common Stock, $.01 par value per share, outstanding.



<PAGE>




                      PART  I - FINANCIAL INFORMATION


     ITEM 1.   Financial Statements

          This quarterly report on  Form 10-Q contains forward-looking
     statements as defined by the Private Securities Litigation Reform
     Act of 1995.   Such forward-looking statements should  be read in
     conjunction with  the cautionary  statements and other  important
     factors included in  this Form 10-Q as  well as in other  filings
     made by the  Company with the Securities  and Exchange Commission
     ("SEC") .     These forward-looking statements  are subject  to a
     number   of  risks  and  uncertainties,  which  could  cause  the
     Company's  actual  results   to  differ  materially   from  those
     anticipated in such statements and  include statements concerning
     plans,  objectives,   goals,   strategies,   future   events   or
     performance and underlying assumptions and other statements which
     are  other than  statements of historical  facts.   Factors which
     could cause  such results to differ include the Company's limited
     operating  history, the Company's dependence on the operations of
     an affiliated  party, reliance  upon third  party financing,  the
     need for additional financing and other factors discussed  in the
     Company's  filings with the SEC, including the  Risk Factors  set
     forth in  the Company's  Form 10  dated January 16,  2001.   Such
     forward-looking statements may be identified, without limitation,
     by the use of the words "anticipates,"  "believes,"  "estimates,"
     "expects,"  "intends,"   "plans,"  "predicts,"   "projects,"  and
     similar expressions.

          The  Company's  expectations,  beliefs  and projections  are
     expressed in good faith and are believed by the Company to have a
     reasonable  basis,  including  without  limitation,  management's
     examination of the historical operating trends, data contained in
     the  Company's  records  and  other  data  available  from  third
     parties.  There can be  no assurance, however, that the Company's
     expectations,  beliefs  or   projections  will  be  achieved   or
     accomplished.




                                    -1-


<PAGE>







                         CONX CAPITAL CORPORATION

            Accountants' Report and Condensed Financial Statements

                   March 31, 2002 and December 31, 2001

















                                    -2-

<PAGE>






                              Conx Capital Corporation
                        March 31, 2002 and December 31, 2001


          Contents


            Independent Accountants' Report  . . . . . . . . . . .  4



            Financial Statements


              Balance Sheets . . . . . . . . . . . . . . . . . . .  5

              Statements of Income . . . . . . . . . . . . . . . .  6

              Statements of Stockholders' Equity . . . . . . . . .  7

              Statements of Cash Flows . . . . . . . . . . . . . .  8

              Notes to Financial Statements  . . . . . . . . . . .  9



                                    -3-



<PAGE>

                           Independent Accountants' Report



          Board of Directors
          CONX Capital Corporation
          Little Rock, Arkansas


          We have reviewed the balance sheet of Conx Capital Corporation as
          of March 31, 2002 and the related statements of income, changes
          in stockholder's equity and cash flows for the three-month
          periods ended March 31, 2002 and 2001.  These financial
          statements are the responsibility of the Company's management.

          We conducted our reviews in accordance with standards established
          by the American Institute of Certified Public Accountants.  A
          review of interim financial information consists principally of
          applying analytical procedures to financial data and making
          inquiries of persons responsible for financial and accounting
          matters.  It is substantially less in scope than an audit
          conducted in accordance with generally accepted auditing
          standards, the objective of which is the expression of an opinion
          regarding the financial statements taken as a whole.  Accordingly,
          we do not express such an opinion.

          Based on our reviews we are not aware of any material
          modifications that should be made to the financial
          statements referred to above for them to be in conformity with
          generally accepted accounting principles.

          We have previously audited, in accordance with auditing standards
          generally accepted in the United States of America, the balance
          sheet as of December 31, 2001 and the related statements of
          income, statements of stockholders' equity and cash flows for the
          year then ended and in our report dated February 22, 2002, we
          expressed an unqualified opinion on those financial statements.
          In our opinion, the information set forth in the accompanying
          balance sheet as of December 31, 2001 is fairly stated, in all
          material respects, in relation to the balance sheet from which it
          has been derived.



          Little Rock, Arkansas

          May 10, 2002

                                    -4-

<PAGE>




                              Conx Capital Corporation

                                   Balance Sheets

                        March 31, 2002 and December 31, 2001



   Assets


                                                     March 31,   December
                                                        2002       31,
                                                     (Unaudited)   2001
                                                     ---------------------



        Cash                                      $   143,309  $   888,826

        Accounts receivable - other                        --       87,974
        Notes receivable - affiliated companies     1,457,891      739,027
        Equipment, at cost, net of accumulated
          depreciation                              5,943,703    6,452,176
                                                    ---------    ---------

                                                  $ 7,544,903  $ 8,168,003
                                                   ==========   ==========


   Liabilities and Stockholders' Equity

     Liabilities

        Long-term debt                            $ 4,243,680  $ 5,183,758
        Deferred income taxes                       1,247,859    1,126,488
                                                    ---------    ---------

          Total liabilities                         5,491,539    6,310,246
                                                    =========    =========

<PAGE>



   Stockholders' Equity

        Common stock, $.01 par value, authorized
          and issued 7,000,000 shares                   70,000      70,000
        Retained earnings                            2,001,364   1,805,757
                                                     ---------   ---------
                                                     2,071,364   1,875,757
        Treasury stock, at cost, 350,000 shares        (18,000)    (18,000)
                                                     ---------   ---------

                                                     2,053,364   1,857,757
                                                     ---------   ---------
                                                   $ 7,544,903 $ 8,168,003
                                                     =========   =========


    See Notes to Financial Statements
     and Accountants' Review Report                                      5

<PAGE>


                              Conx Capital Corporation

                                Statements of Income

                     Three Months Ended March 31, 2002 and 2001


                                                  Three Months Ended March
                                                             31,

                                                      2002        2001
                                                  ------------------------
                                                         (Unaudited)



        Lease Income                             $   907,152   $  1,152,600
                                                  ----------    -----------

        Operating Expenses
          Management fees                             15,000         15,000
          Depreciation                               508,473        678,785
          Interest expense                            70,596        154,330
          Professional fees                            7,200          9,000
          Directors fees                               5,000          5,000
          Rent                                         1,500          1,500
          Taxes and licenses                             265          3,705
          Other                                        1,014             13
                                                  ----------    -----------

                                                     609,048        867,333
                                                  ----------    -----------


        Operating Income                             298,104        285,267


        Other Income                                  18,874          6,885
                                                  ----------    -----------

        Income Before Income Taxes                   316,978        292,152


        Provision for Income Taxes                   121,371        114,858
                                                  ----------    -----------

        Net Income                               $   195,607   $    177,294
                                                  ==========    ===========

<PAGE>


        Earnings Per Share
          Net income                             $   195,607   $    177,294
          Weighted average shares of common
            stock                                  6,650,000      6,650,000
                                                   ---------    -----------

          Basic earnings per share               $    0.0294   $     0.0266
                                                  ==========    ===========



    See Notes to Financial Statements
      and Accountants' Review Report                                      6

<PAGE>




                              Conx Capital Corporation

                         Statements of Stockholders' Equity

                     Three Months Ended March 31, 2002 and 2001



                                   Common   Retained    Treasury
                                    Stock    Earnings     Stock      Total
                                   ---------------------------------------


  Balance, December 31, 2000    $ 70,000   $ 915,428   $ (18,000)  $ 967,428


     Net income (unaudited)           --     177,294          --     177,294
                                 -------    --------     -------    --------


  Balance, March 31, 2001         70,000   1,092,722     (18,000)  1,144,722


     Net income                        --    713,035           --    713,035
                                 --------   --------      -------  ---------


  Balance, December 31, 2001       70,000  1,805,757     (18,000)  1,857,757


     Net income (unaudited)            --    195,607           --    195,607
                                  -------  ---------      -------  ---------


  Balance, March 31, 2002
    (Unaudited)                  $ 70,000  $2,001,364  $ (18,000) $2,053,364
                                  =======   =========   ========   =========












    See Notes to Financial Statements
      and Accountants' Review Report                                      7

<PAGE>



                              Conx Capital Corporation

                              Statements of Cash Flows

                     Three Months Ended March 31, 2002 and 2001


                                                    March 31,    March 31,
                                                      2002         2001
                                                   (Unaudited)  (Unaudited)
                                                    ----------------------

        Operating Activities

          Net income                               $   195,607  $   177,294
          Items not requiring cash
            Depreciation                               508,473      678,785
            Deferred income taxes                      121,371      114,858


        Changes in
          Accounts receivable                           87,974          566
          Accounts payable and accrued expenses             --        4,480
                                                     ---------    ---------

            Net cash provided by operating
              activities                               913,425      975,983
                                                     ---------    ---------


        Investing Activities
          Increase in notes receivable                (718,864)    (216,051)
                                                      --------     --------

            Net cash used in investing
              activities                              (718,864)    (216,051)
                                                      --------     --------

        Financing Activities
          Payments on long-term debt                  (940,078)    (875,454)
                                                      --------    ----------

            Net cash used in financing
              activities                              (940,078)    (875,454)
                                                      --------    ---------

<PAGE>


        Decrease in Cash                              (745,517)    (115,522)


        Cash, Beginning of Period                      888,826      227,948
                                                      --------     --------

        Cash, End of Period                         $  143,309   $  112,426
                                                     =========    =========


        Supplemental Cash Flow Information
          Interest paid                             $   70,596   $  154,330
                                                     =========    =========


    See Notes to Financial Statements
      and Accountants' Review Report                                      8

<PAGE>



                              Conx Capital Corporation
                            Notes to Financial Statements
                        March 31, 2002 and December 31, 2001



 Note 1:  Nature of Operations and Summary of Significant Accounting Policies

    Nature of Operations

       CONX Capital Corporation, a Delaware Corporation, is a
       specialty commercial finance company engaged in the business
       of originating and securing loans and equipment leases to
       smaller businesses, with a primary initial focus on regional
       trucking companies.  The Company was organized in April 1998
       with its headquarters located in Carson City, Nevada.  The
       Company originates loans and leases through marketing offices
       located in Carson City, Nevada, and Little Rock, Arkansas.
       For the three months ended March 31, 2002 and the year
       December 31, 2001, all lease income was derived from one
       affiliated company.  The results of operations for the three
       months ended March 31, 2002, are not necessarily indicative
       of the results to be expected for the full year.

    Accounting Policies

       All adjustments made to the unaudited financial statements
       were of a normal recurring nature.  In the opinion of
       management, all adjustments necessary for a fair presentation
       of the results of interim periods have been made.  The
       results of operations for the period are not necessarily
       indicative of the results to be expected for the full year.


       These consolidated financial statements should be read in
       conjunction with the financial statements and notes thereto
       included in the Company's Form 10 filed with the Securities
       and Exchange Commission.

<PAGE>


   Use of Estimates

       The preparation of financial statements in conformity with
       accounting principles generally accepted in the United States
       of America requires management to make estimates and
       assumptions that affect the reported amounts of assets and
       liabilities and 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.  Actual results could differ from those
       estimates.

   Equipment

       Equipment is depreciated over the estimated useful life of
       each asset.  Annual depreciation is computed using the
       straight-line method.  Estimated useful lives are as follows:


       Tractors                                                5 years
       Trailers                                               10 years



   See Accountants' Review Report                                     9


<PAGE>





                              Conx Capital Corporation
                            Notes to Financial Statements

                        March 31, 2002 and December 31, 2001




   Income Taxes

       Deferred tax liabilities and assets are recognized for the
       tax effects of differences between the financial statement
       and tax bases of assets and liabilities.  A valuation
       allowance is established to reduce deferred tax assets if it
       is more likely than not that a deferred tax asset will not be
       realized.

   Revenue Recognition

       The Company recognizes operating lease income on the
       straight-line basis over the life of the operating leases.
       These operating leases contain provisions for service charges
       on late payments equal to 2% of the lease payment or, if
       less, the highest rate allowed by Nevada law.  The leases
       also contain excess mileage charges in the amount of five
       cents per mile for miles in excess of 150,000 miles
       determined on an annual basis.  Initial direct costs are
       expensed over the life of the corresponding lease in
       proportion to the recognition of lease income.

       At March 31, 2002, the approximate future minimum lease
       income under these operating leases are as follows:


                                                               (Unaudited)
                                                                ---------

       2002                                                   $   333,750
                                                               ==========


<PAGE>



   Operating Leases

       The Company leases equipment under noncancellable operating
       leases.  These leases expire in various years through 2002
       and convert to a month to month basis if the Company does not
       receive notice of termination.  These leases require the
       lessee to pay all executory costs (property taxes,
       maintenance and insurance).  Rental income under these
       operating leases was $907,152 and $4,298,713 for the three
       months and year ended March 31, 2002 and December 31, 2001,
       respectively.

       Equipment under operating leases consists of the following at
       March 31, 2002 and December 31, 2001:

                                                     2002
                                                  (Unaudited)       2001
                                                  -------------------------


       Tractors                                  $  9,077,742  $  9,077,742
       Trailers                                     2,465,895     2,465,895
                                                   ----------    ----------
                                                   11,543,637    11,543,637
          Less accumulated depreciation             5,599,934     5,091,461
                                                   ----------    ----------
                                                 $  5,943,703  $  6,452,176
                                                   ==========    ==========



    See Notes to Financial Statements
      and Accountants' Review Report                                     10


<PAGE>



                              Conx Capital Corporation
                            Notes to Financial Statements
                        March 31, 2002 and December 31, 2001



 Note 2:  Long-term Debt
                                                            (Unaudited)
                                                             ---------

          Note payable - Navistar Financial
            Corporation (A)                               $  2,620,745
          Note payable - Banc One Leasing Corp. (B)            440,445
          Note payable - Fleet Capital Leasing (C)             265,298
          Note payable - GE Capital Corporation (D)            917,192
                                                             ---------
                                                          $  4,243,680
                                                            ==========


    Aggregate annual maturities of long-term debt at
       March 31, 2002:

          2002                                            $  2,098,410
          2003                                               1,409,947
          2004                                                 531,625
          2005                                                 203,698
                                                             ---------
                                                          $  4,243,680
                                                            ==========


    (A)   Due in monthly installments through 2003 ranging from $2,253
          to $53,693; including interest from 6.5% to 7.4%; secured
          by trucks and trailers.  Notes are guaranteed by
          Continental Express SD, Inc. (see Note 3)

    (B)   Due October 30, 2003; payable $14,892 monthly, including
          interest at 7.83%; secured by trailers.  Note is
          guaranteed by Continental Express SD, Inc. (see Note 3)

    (C)   Due January 28, 2003; payable $45,367 monthly, including
          interest at 6.5%; secured by tractors and trailers.  Note
          is guaranteed by Continental Express SD, Inc. (see Note 3)

    (D)   Due January 13, 2004; payable $36,421 monthly, including
          interest at 8.26%; secured by trucks.  Note is guaranteed
          by Continental Express SD, Inc. (see Note 3)


<PAGE>



  Note 3:  Related Party Transactions

    The Company leases all of its equipment to Continental Express SD,
    Inc., an affiliated company, which has common ownership with
    the Company.  The lessor is required to pay all executory
    costs (maintenance and insurance).  The Company uses the
    management and office supplies of Harvey, Inc., an affiliated
    Company, which is owned by the Company's principal
    stockholder.  The Company paid Harvey, Inc. $15,000 during
    the three months ended March 31, 2002 and March 31, 2001.

    The Company had a note receivable from Harvey Manufacturing
    Corporation in the amount of $753,226 at March 31, 2002 and
    December 31, 2001, respectively.


    See Notes to Financial Statements
      and Accountants' Review Report                                     11


<PAGE>



                              Conx Capital Corporation
                            Notes to Financial Statements

                        March 31, 2002 and December 31, 2001



      The Company had a note receivable from Continental Express
      SD, Inc., in the amount of $704,665 at March 31, 2002.

      At March 31, 2002, the approximate future minimum lease
      income under these operating leases are as follows:


                                                              (Unaudited)
                                                              -----------
      2002                                                   $   333,750
                                                              ==========



  Note 4:  Income Taxes

    The provision for income taxes includes these components:


                                                                  March 31,
                                                      2002           2001
                                                   (Unaudited>   (Unaudited)
                                                    ---------     ---------


       Deferred income taxes                       $  121,371    $  114,858
                                                    ---------     ---------

                                                   $  121,371    $  114,858
                                                    =========     =========


    A reconciliation of income tax expense at the statutory rate
    to the Company's actual income tax expense is shown below:

                                                                 March 31,
                                                     2002          2001
                                                  (Unaudtied)   (Unaudited)
                                                   ---------     ---------


      Computed at the statutory rate (34%)         $  107,773   $  112,829


        Increase resulting from
          State income taxes - net of federal
            tax benefit                                13,598        2,029
                                                     --------     --------

        Actual tax provision                       $  121,371   $  114,858
                                                    =========    =========


<PAGE>


   The tax effects of temporary differences related to deferred
     taxes shown on the balance sheets were:


                                                                December 31,
                                                     2002          2001
                                                 (Unaudited)   (Unaudited)
                                                  ---------     ---------

      Deferred tax assets
        Net operating loss carryforwards
          (expiring 2020)                        $     24,451  $   141,516


      Deferred tax liabilities
        Accumulated depreciation                  (1,272,310)   (1,268,004)
                                                   ---------     ---------

       Net deferred tax liability                $(1,247,859)  $(1,126,488)
                                                   =========     =========



   See Accountants' Review Report                                        12


<PAGE>



                              Conx Capital Corporation
                            Notes to Financial Statements
                        March 31, 2002 and December 31, 2001



  Note 5:  Equipment

   Equipment consists of the following at March 31, 2002
     and December 31, 2001:

                                                      2002
                                                  (Unaudited)      2001
                                                   ---------    ----------


        Tractors                                 $ 9,077,742   $ 9,077,742
        Trailers                                   2,465,895     2,465,895
                                                  ----------   -----------
                                                  11,543,637    11,543,637
        Less accumulated depreciation              5,599,934     5,091,461
                                                  ----------    ----------

                                                 $ 5,943,703   $ 6,452,176
                                                  ==========    ==========




   See Accountants' Review Report                                       13

<PAGE>




     ITEM 2.   Management's Discussion and Analysis of Financial
               Condition and Results of Operation

          The following discussion  and analysis below should  be read
     in conjunction with the financial statements, including the notes
     thereto, appearing elsewhere in this Quarterly Report on Form 10-
     Q.  To  date,  the  Company's  only  activities  and  sources  of
     operating revenue  have been leases of tractor  and trailer truck
     equipment to one affiliated company, Continental Express SD, Inc.

     Results of Operations

          Three Month Period ended March 31, 2002

     Lease income was  $907,152  for the quarter ended March 31, 2002,
     as  compared  to  $1,152,600  for  the  same  period  in  2001, a
     decrease    of   $245,448   or   21.3%.    Operating     expenses
     (consisting   primarily  of  interest  and  depreciation) for the
     three  month  period  ended  March 31, 2002  were  $609,048,  and
     operating expenses as a  percentage  of lease income  were  67.1.
     For the same period in 2001, operating expenses  were   $867,333,
     a  decrease  of  $258,285  or   29.8%.   Operating   expenses  as
     a percentage of  lease  income  were 75.3%  for the first quarter
     of 2001.

     Income  from  operations  for the  quarter  ended  March 31, 2002
     was  $298,104,  as   compared   to   $285,267   for   the   first
     quarter  of  2001,   resulting  in  an  increase  of  $12,837  or
     4.3% in  2002 over  2001.   Other  income  for  the  three  month
     period ended March 31, 2002 was  $18,874,  as compared to  $6,885
     for the first  quarter  of  2001.  Income  before  income   taxes
     for   the  quarter  ended  March 31, 2002  was $316,978,  with  a
     provision for income taxes of $121,371, resulting in  net  income
     for the three  month  period ended  March 31, 2002  of  $195,607.
     For  the  quarter  ending March 31, 2001,  income  before  income
     taxes   was  $292,152,  with  a  provision for  taxes of $114,858
     resulting in net income for the period of 177,294.  As a  result,
     income  before  income  taxes  increased   $24,826  or  7.8%  and
     net income increased  $18,313 or  9.4% for  the  first quarter of
     2002 over the same period in 2001.

<PAGE>



     Liquidity and Capital Resources

          The  Company's  current  assets  and  working   capital  are
     sufficient  to meet  its  needs  for the  next  twelve months  of
     operation as the  Company is currently  operating.  However,  the
     Company has  an ongoing need  to finance its  lending activities.
     This need  is expected to increase as the volume of the Company's
     loan and lease originations increase.  The Company's primary cash
     requirements include the funding of (i) loans and  leases pending
     their  sale,  (ii)  overcollateralization  or   reserve   account
     requirements in connection with loans  pooled  and   sold,  (iii)
     interest,  fees, and  expenses  associated  with  the   Company's
     warehouse credit and repurchase facilities with certain financial
     institutions,  (iv)  federal   and  state  income  tax  payments,
     and    (v)   ongoing   administrative   and    other    operating

                                    -14-


<PAGE>


     expenses. To date,  the Company currently  has funded these  cash
     requirements by  credit facilities granted by  Navistar Financial
     Corporation, Banc One Leasing Corporation, GE Capital Corporation
     and  Fleet  Capital  Leasing  and  guaranteed  by  the  Company's
     affiliate,  Continental Express SD, Inc.  The Company anticipates
     that it will rely more heavily on securitizations, whole loan and
     lease sales, and borrowings as its cash requirements increase.

     Inflation

          The  impact of inflation is reflected  in the increased cost
     of the Company's operating  expenses, excluding depreciation  and
     interest  expense.   Changes  in  interest rates  have  a greater
     impact  on  the Company's  performance  than  do the  effects  of
     general  levels  of  inflation.   Inflation  affects  the Company
     primarily  through its effect  on interest rates,  since interest
     rates  normally increase  during periods  of  high inflation  and
     decrease during periods of low inflation.  The Company intends to
     manage  its exposure  to  inflationary  interest  rate  risks  by
     closely  monitoring  the  difference  or   spread    between  the
     effective rate of interest received  by the Company and the rates
     payable by the Company.


     ITEM  3.  Quantitative  and Qualitative Disclosures  About Market
               Risk


          Market risk  represents  the potential  loss resulting  from
     adverse changes  in the  value of  financial instruments,  either
     derivative or non-derivative, caused by fluctuations in  interest
     rates,  foreign  exchange  rates, commodity  prices,  and  equity
     security prices. The  Company handles market risks  in accordance
     with  its established  policies; however,  the  Company does  not
     enter into derivatives or other financial instruments for trading
     or  speculative purposes.  The Company  does  not have  financial
     instruments  to manage  and  reduce  the  impact  of  changes  in
     interest  rates  at   March 31, 2002   and    December  31, 2001.
     The Company held various financial  instruments at March 31, 2002
     and   2001,   consisting  of  financial  assets  and  liabilities
     reported in the  Company's  Balance  Sheets.     (For  additional
     information   regarding  these  financial instruments,  refer  to
     Note 2 to the Company's financial statements.)


<PAGE>


          Interest Rate Risk - The Company is subject to interest rate
     risk  by financing  operations through  the  issuance of  certain
     long-term Notes issued to various lenders.  The fair market value
     of long-term,   fixed-interest rate debt  is subject to  interest
     rate risk. Generally, the fair value of fixed-interest  rate debt
     will increase  as  interest  rates  fall  and  will  decrease  as
     interest rates rise.

          Foreign-Exchange  Rate Risk -  The Company currently  has no
     exposure  to  foreign-exchange  rate  risk  because  all  of  its
     financial instruments are denominated in U.S. dollars.

          Commodity   Price  Risk  -  The  Company  has  no  financial
     instruments subject to commodity price risk.

          Equity Security Price  Risk - The  Company has no  financial
     instruments subject to equity security price risk.


                                    -15-


<PAGE>


                        PART II -- OTHER INFORMATION


     ITEM 1.  Legal Proceedings

     There are no  legal proceedings involving the Company  as a party
     or involving any of the Company's assets or leased properties.


     ITEM 2.  Changes in Securities

     None  of the  rights  of the  holders  of  any of  the  Company's
     securities  were materially modified during the period covered by
     this report.   In addition, no class of securities of the Company
     was  issued or modified which materially limited or qualified any
     class of its registered securities.


     ITEM 3. Defaults Upon Senior Securities

     During the  period covered by  this report there was  no material
     default in  the payment  of any  principal, interest,  sinking or
     purchase  fund installment,  or any  other  material default  not
     cured  within 30  days with  respect to  any indebtedness  of the
     Company.


     ITEM 4.  Submission of Matters to a Vote of Security Holders

     There were no matters submitted to a vote of security holders.


     ITEM 5.  Other Information

     None


     ITEM 6. (a)   Exhibits and Reports on Form 10-Q

     No exhibits or reports are being filed with this Form 10-Q.

          (b)  Reports on Form 8-K

     No reports were filed for the period covered by this report.


                                   -16-

<PAGE>


                                 SIGNATURES

          Pursuant to the  requirements of Section 13 or  15(d) of the
     Securities Exchange Act  of 1934, the registrant has  duly caused
     this  report to  be  signed  on its  behalf  by the  undersigned,
     thereunto duly authorized.

                                   CONX Capital Corporation


                                   By:   /s/ Edward M. Harvey
                                        ------------------------------------
                                        Edward M. Harvey, Chairman, Director
                                        and President (Principal Executive
                                        Officer)

                                        Dated:   May 15, 2002

                                   By:   /s/ Todd W. Tiefel
                                        ------------------------------------
                                        Todd W. Tiefel, Secretary, Treasurer
                                        and Director (Principal Financial and
                                        Accounting Officer)

                                        Dated:   May 15, 2002











                                   -17-