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 September 30, 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 September 30, 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 Financial Statements

               September 30, 2002 and December 31, 2001





























                                    -2-

<PAGE>








                         CONX Capital Corporation
                 September 30, 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 September 30, 2002, and the related statements of income for
   the three-month and nine-month periods ended September 30, 2002
   and 2001, and the statements of stockholders' equity and cash
   flows for the nine-month periods ended September 30, 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 auditing standards generally
   accepted in the United States of America, 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 accounting
   principles generally accepted in the United States of America.


<PAGE>

   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, stockholders' equity, and cash flows for the year then
   ended (not presented herein) 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.


                                  /s/BKD, LLP



   Little Rock, Arkansas
   October 29, 2002


                                    -4-

<PAGE>

                        CONX Captial Corporation

                             Balance Sheets

                 September 30, 2002 and December 31, 2001



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

   Cash                                      $   89,512    $  888,826
   Accounts receivable                           56,529        87,974
   Note receivable - affiliated company       2,051,582       739,027
   Equipment, at cost, net of accumulated
     depreciation                             4,383,970     6,452,176
                                             ----------    ----------

                                             $6,581,593    $8,168,003
                                              =========     =========


   Liabilities and Stockholders' Equity

     Liabilities

       Accounts payable                      $   13,578   $        --
       Income taxes payable                     388,610            --
       Long-term debt                         2,649,958     5,183,758
       Deferred income taxes                  1,000,924     1,126,488
                                              ---------     ---------
         Total liabilities                    4,053,070     6,310,246
                                              ---------     ---------
<PAGE>


   Stockholders' Equity
     Common stock, $.01 par value,
      authorized and issued 7,000,000
      shares                                    70,000        70,000
   Retained earnings                         2,476,523     1,805,757
                                             ---------   -----------
                                             2,546,523     1,875,757
   Treasury stock, at cost, 350,000
     shares                                   (18,000)      (18,000)
                                             ---------   -----------

                                            2,528,523     1,857,757
                                            ---------     ---------

                                           $6,581,593    $8,168,003
                                            =========     =========


  See Notes to Financial Statements


                                       -5-

<PAGE>

                          CONX Captial Corporation

                            Statements of Income

                       Three Months and Nine Months

                     Ended September 30, 2002 and 2001



                              Three Months Ended        Nine Months Ended
                                 September 30,            September 30,
                              2002          2001        2002         2001
                              ------------------        -----------------
                                  (Unaudited)             (Unaudited)



   Lease Income          $  807,764    $1,129,525    $2,613,125    $3,434,725
   Operating Expenses
     Management fees         15,000        15,000        45,000        45,000
     Depreciation           519,772       636,649     1,542,366     1,994,219
     Interest expense        55,304       125,119       188,466       432,191
     Professional fees        7,200         7,200        26,181        28,644
     Directors' fees          5,000         5,000        15,000        15,000
     Rent                     1,500         1,500         4,500         4,500
     Taxes and licenses          --         1,840         1,425        10,406
     Other                     (475)           80           646           206
     Gain on sale of
       equipment           (161,031)     (133,390)     (161,031)     (137,128)
                          ----------    ----------    ----------    ----------

                            442,270       658,998     1,662,553     2,393,038
                          ---------     ---------     ---------    ----------

   Operating Income         365,494       470,527       950,572     1,041,687

   Other Income              17,930        12,276        65,740        27,417
                          ---------     ---------     ---------    ----------

   Income Before Income
     Taxes                  383,424       482,803     1,016,312     1,069,104

   Provision for Income
     Taxes                  132,898       188,223       345,546       416,651
                          ---------     ---------     ---------     ---------

   Net Income            $  250,526    $  294,580    $  670,766    $  652,453
                          =========     =========     =========     =========

<PAGE>


   Earnings Per Share
     Net income          $  250,526    $  294,580    $  670,766    $  652,453

   Weighted average
     shares of common
     stock                6,650,000     6,650,000     6,650,000     6,650,000
                          ---------     ---------     ---------     ---------
   Basic earnings per
     share               $    .0377    $    .0443    $    .1009    $    .0981
                          =========     =========     =========     =========




  See Notes to Financial Statements

                                       -6-

<PAGE>

                          CONX Captial Corporation

                    Statements of Stockholders' Equity

               Nine Months Ended September 30, 2002 and 2001



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

   Balance, January 1, 2001   $  70,000  $  915,428  $  (18,000)  $  967,428

     Net income (unaudited)          --     652,453          --      652,453
                                -------   ---------   ----------   ---------

   Balance, September 30, 2001   70,000   1,567,881     (18,000)   1,619,881


     Net income (unaudited)          --     237,876           --     237,876
                                -------   ---------   ----------   ---------

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


      Net income (unaudited)         --     670,766           --     670,766
                                -------   ---------   ----------   ---------

   Balance, September 30,
     2002 (Unaudited)         $  70,000  $2,476,523  $  (18,000)  $2,528,523
                               ========   =========   ==========   =========









  See Notes to Financial Statements


                                       -7-

<PAGE>



                         CONX Captial Corporation

                         Statements of Cash Flows

              Nine Months Ended September 30, 2002 and 2001



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

   Operating Activities

     Net income                          $   670,766    $   652,453
     Items not requiring cash
       Depreciation                        1,542,366      2,695,762
       Gain on sale of equipment            (161,031)            --
       Deferred income taxes                (125,564)       416,651
     Changes in
       Accounts receivable                    31,445            566
       Accounts payable                      402,188         22,989
                                           ---------      ---------

          Net cash provided by
            operating activities           2,360,170      3,788,421
                                           ---------      ---------


   Investing Activities
     Proceeds from sale of equipment         686,871             --
     Advances to affiliate                (1,312,555)      (599,512)
                                           ----------     ----------

         Net cash used in investing
           activities                       (625,684)      (599,512)
                                           ----------     ----------


<PAGE>


   Financing Activities
     Payments on long-term debt           (2,533,800)    (3,154,681)
                                           ----------     ----------

         Net cash used in financing
           activities                     (2,533,800)    (3,154,681)
                                           ---------      ---------

   Increase (Decrease) in Cash              (799,314)        34,228

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

   Cash, End of Period                   $    89,512    $   262,176
                                          ==========     ==========


   Supplemental Cash Flows Information

     Interest paid                       $   188,466    $   432,191




  See Notes to Financial Statements


                                       -8-
<PAGE>


                         CONX Captial Corporation
                       Notes to Financial Statements
                  September 30, 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 periods ended September 30, 2002 and 2001, all lease
    income was derived from one affiliated company.


  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 the interim period 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 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




                                       -9-

<PAGE>


                         CONX Captial Corporation
                       Notes to Financial Statements
                  September 30, 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 two percent 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 September 30, 2002, the approximate future minimum lease
    income under these operating leases are as follows:

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

            2002                                    $  111,249
                                                     =========





                                      -10-

<PAGE>



  Operating Leases

    The Company leases equipment under noncancellable operating
    leases.  These leases expire in various months 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 $2,613,125 and $3,434,725 for the nine
    months ended September 30, 2002 and 2001, respectively.

    Equipment under operating leases consists of the following at
    September 30, 2002 and December 31, 2001:

                                              2002
                                          (Unaudited)          2001

        Tractors                          $ 7,047,152      $ 9,077,743
        Trailers                            2,465,894        2,465,894
                                            ---------        ---------
                                            9,513,046       11,543,637
        Less accumulated depreciation       5,129,076        5,091,461
                                            ---------       ----------

                                          $ 4,383,970      $ 6,452,176
                                           ==========       ==========



                                      -11-

<PAGE>



                         CONX Captial Corporation
                       Notes to Financial Statements
                  September 30, 2002 and December 31, 2001




 Note 2: Long-term Debt

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

        Note payable - Navistar Financial Corp. (A)       $  1,627,776
        Note payable - Banc One Leasing Corp. (B)              125,720
        Note payable - Fleet Capital Leasing (C)               183,303
        Note payable - GE Capital Corp. (D)                    713,159
                                                             ---------
                                                            $2,649,958

    Aggregate annual maturities of long-term debt at September 30,
      2002:

          2002                                             $   618,338
          2002                                               1,265,901
          2003                                                 562,298
          2004                                                 203,421
                                                             ---------

                                                            $2,649,958



   (A)  Due in monthly installments through 2003 totalling approximately
        $140,000; including interest from 6.50 % to 7.40 %; 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 6.50 %; 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. $45,000 during
    the nine months ended September 30, 2002 and 2001, for
    management fees.

    The Company had a note receivable from Harvey Manufacturing,
    LLC, an affiliated company, in the amount of $782,097 at
    September 30, 2002.  This note bears interest at 8.25%.




                                      -12-


<PAGE>


                         CONX Captial Corporation
                       Notes to Financial Statements
                  September 30, 2002 and December 31, 2001



    The Company had a note receivable from Continental Express
    SD, Inc., an affiliated company, in the amount of $1,212,635,
    at September 30, 2002.  This note bears interest at 8.25 %.

    The Company had a note receivable from Great Western Leasing,
    LLC, an affiliated company, in the amount of $56,850 at
    September 30, 2002.  This note bears interest at 8.25 %.

    At September 30, 2002, the approximate future minimum lease
    income under these operating leases is as follows:

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

      2002                                                $  111,249
                                                           =========


 Note 4: Income Taxes

    The provision for income taxes includes these components at
    September 30:


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

       Taxes currently payable               $  471,111     $       --
       Deferred income taxes                   (125,565)       416,651
                                              ----------     ---------

                                             $  345,546     $  416,651
                                              =========      =========


<PAGE>


    A reconciliation of income tax expense at the statutory rate
    to the Company's actual income tax expense is shown below at
    September 30:

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

    Computed at the statutory rate
      (34 percent)                          $  345,546     $  363,495


    Increase resulting from
      Other                                        --          53,156
                                             --------       ---------

    Actual tax provision                    $  345,546     $  416,651
                                             =========      =========




                                      -13-

<PAGE>


                         CONX Captial Corporation
                       Notes to Financial Statements
                  September 30, 2002 and December 31, 2001



    The tax effects of temporary differences related to deferred
    taxes shown on the balance sheets at September 30, were:


                                                  2002          2001
                                              (Unaudited)   (Unaudited)
     Deferred tax assets
      Net operating loss carryforwards
        (expiring 2019)                     $         --   $   236,635

      Deferred tax liabilities
        Accumulated depreciation              (1,000,924)   (1,229,268)
                                              -----------   -----------

      Net deferred tax liabiliy             $ (1,000,924)  $  (992,633)
                                             ============   ===========


 Note 5: Equipment

    Equipment consists of the following at September 30, 2002 and
      December 31, 2001:

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

           Tractors                         $ 7,047,152    $ 9,077,743
           Trailers                           2,465,894      2,465,894
                                              ---------     ----------
                                              9,513,046     11,543,637
           Less accumulated depreciation      5,129,076      5,091,461
                                             ----------     ----------

                                            $ 4,383,970    $ 6,452,176
                                             ==========     ==========




                                      -14-

<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 September 30, 2002

     Lease  income  was  $807,764  for the quarter ended September 30,
     2002, as compared to $1,129,525 for the  same period  in  2001, a
     decrease    of   $321,761   or   28.5%.    Operating     expenses
     (consisting   primarily  of  interest  and  depreciation) for the
     three month period ended September 30, 2002  were  $442,270,  and
     operating expenses as a  percentage of lease income  were  54.8%.
     For the same period in 2001, operating expenses  were   $658,998,
     a  decrease  of  $216,728  or  32.9%.    Operating   expenses  as
     a percentage of  lease  income  were 58.3% for the third  quarter
     of 2001.

     Income from operations for the quarter  ended  September 30, 2002
     was  $365,494,  as   compared   to   $470,527   for   the   third
     quarter  of  2001,   resulting  in  a  decrease  of  $105,033  or
     22.3% in  2002  over  2001.   Other  income for the  three  month
     period  ended  September  30,  2002  was  $17,930, as compared to
     $12,276 for the third  quarter  of  2001.   Income before  income
     taxes for   the  quarter  ended  September 30, 2002 was $383,424,
     with a provision for income taxes  of $132,898, resulting in  net
     income  for the three  month  period ended  September 30, 2002 of
     $250,526.  For  the  quarter  ending  September 30, 2001,  income
     before  income  taxes  was $482,803,  with a provision for income
     taxes of $188,223  resulting  in  net  income  for  the period of
     $294,580.  As a result,  income  before  income  taxes  decreased
     $99,379  or  20.6%  and  net income decreased  $44,054 or 15.0%
     for  the third quarter of 2002 over the same period in 2001.


                                  -15-



<PAGE>



     Nine Month Period Ended September 30, 2002


     Lease  income  was   $2,613,125   for   the   nine  months  ended
     September 30, 2002, as compared to $3,434,725 for the same period
     in  2001,  a  decrease  of $821,600 or 23.9%.  Operating expenses
     (consisting  primarily of  interest  and  depreciation)  for  the
     nine  month  period  ended September 30, 2002 were $1,662,553 and
     operating  expenses  as  a percentage of lease income were 63.6%.
     For the same period in 2001, operating expenses  were $1,662,553,
     a  decrease  of  $730,485  or  30.5%.   Operating  expenses  as a
     percentage  of  lease income were 69.7% for the first nine months
     of 2001.

     Income  from  operations  for the nine months ended September 30,
     2002  was  $950,572,  as  compared  to  $1,041,687  for the first
     nine months of  2001, resulting in a decrease  of $91,115 or 8.7%
     in  2002  over  2001.   Other  income  for  the nine month period
     ended September 30,  2002  was $65,740 as compared to $27,417 for
     the first  nine months  of  2001.   Income  before  income  taxes
     for  the  nine  month  period   ended   September  30, 2002   was
     $1,016,312,  with  a  provision for  income  taxes  of  $345,546,
     resulting  in  net  income  for  the  nine  month  period   ended
     September 30, 2002 of $670,766.  For the nine month  period ended
     September 30, 2001,  income  before income taxes was  $1,069,104,
     with  a  provision for income taxes of $416,651, resulting in net
     income  for the period of $652,453.  As a result,  income  before
     income taxes  decreased $52,792 or 4.9% and net income  increased
     $18,313  or  2.7% for the first nine months 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 fluctuate as the volume of the Company's
     loan and lease  originations  increase and decrease over the next
     twelve months.  The Company's primary cash  requirements  include
     the funding of (i) loans to  affiliated  entities  entering  into
     equipment leases, (ii) interest,  fees, and  expenses  associated
     with  the  Company's  credit  facilities  with  certain financial
     institutions,   (iii)  federal  income  tax  payments,  and  (iv)
     ongoing   administrative   and     other    operating   expenses.

                                    -16-


<PAGE>


     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.


     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  September 30, 2002  and   December  31, 2001.
     The Company held various financial  instruments at  September 30,
     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.


     ITEM  4.  Control and Procedures.




          The  Company  maintains disclosure controls  and  procedures
     that  are  designed  to ensure that information  required  to  be
     disclosed  in  the Company's reports pursuant to  the  Securities
     Exchange  Act  of  1934,  as  amended,  is  recorded,  processed,
     summarized and reported within the time periods specified in  the
     SEC's rules  and forms, and that such information is  accumulated
     and communicated to the Company's management, including its Chief
     Executive   Officer   and   its  Chief  Financial   Officer,   as
     appropriate,   to  allow  timely  decisions  regarding   required
     disclosures.  In designing and evaluating the disclosure controls
     and  procedures,  management recognized  that  any  controls  and
     procedures,   no  matter  how  well designed  and  operated,  can
     provide  only  reasonable  assurances of  achieving  the  desired
     control  objectives, and management necessarily was  required  to
     apply its judgment in evaluating the cost-benefit relationship of
     possible controls and procedures.


<PAGE>

          Within 90 days prior to the date of this report, the Company
     carried  out  an evaluation, under the supervision and  with  the
     participation of the Company's Chief Executive Officer and  Chief
     Financial  Officer,  of  the  effectiveness  of  the  design  and
     operation of the Company's disclosure controls and procedures, as
     that  term  is  defined  in Rule 13a-14(c) under  the  Securities
     Exchange Act of 1934, as amended.  Based on this evaluation,  the
     Chief   Executive  Officer  and  Chief  Financial  Officer   have
     concluded  that  the Company's disclosure controls and procedures
     are  effective  in timely alerting the Company's Chief  Executive
     Officer  and  Chief  Financial Officer  to  material  information
     required  to be disclosed in the periodic reports filed with  the
     SEC.

          In addition, the Company's Chief Executive Officer and Chief
     Financial Officer have reviewed the Company's internal  controls,
     and  there  have  been  no significant changes  in  the Company's
     internal  controls  or in other factors that could  significantly
     affect  those  controls  subsequent  to  the  date  of  the  last
     evaluation.



                                    -17-


<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


     Exhibit Number                      Description of Exhibit
     --------------                      ----------------------

     99.1                                 Certificate of Chief Executive
                                          Officer of CONX Captial Corporation
                                          pursuant to 18 U.S.C. Section 1350.


     99.2                                 Certificate of Chief Financial
                                          Officer of CONX Captial Corporation
                                          pursuant to 18 U.S.C. Section 1350.




          (b)  Reports on Form 8-K

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


                                   -18-

<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:   November 14, 2002

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

                                        Dated:   November 14, 2002



<PAGE>




                               Cerifications
                               -------------


   I, Edward M. Harvey, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of CONX
         Capital Corporation;

      2. Based on my knowledge, this quarterly report does not contain
         any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made, in light
         of the circumstances under which such statements were made,
         not misleading with respect to the period covered by this
         quarterly report;

      3. Based on my knowledge, the financial statements, and other
         financial information included in this quarterly report,
         fairly present in all material respects the financial condition,
         results of operations and cash flows of the registrant as of,
         and for, the periods presented in this quarterly report;


      4. The registrant's other certifying officers and I are responsible
         for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
         for the registrant and we have:

               a) designed such disclosure controls and procedures to
                  ensure that material information relating to the
                  registrant, including its consolidated subsidiaries,
                  is made known to us by others within those entities,
                  particularly during the period in which this quarterly
                  report is being prepared;

               b) evaluated the effectiveness of the registrant's
                  disclosure controls and procedures as of a date within
                  90 days prior to the filing date of this quarterly
                  report (the "Evaluation Date"); and

               c) presented in this quarterly report our conclusions about
                  the effectiveness of the disclosure controls and
                  procedures based on our evaluation as of the Evaluation
                  Date;

<PAGE>


      5. The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors
         and the audit committee of registrant's board of directors (or
         persons performing the equivalent function):

               a) all significant deficiencies in the design or operation
                  of internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and

               b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role
                  in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated
         in this quarterly report whether or not there were significant
         changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with
         regard to significant deficiencies and material weaknesses.


      Date: November 14, 2002

      /s/ Edward M. Harvey
      ---------------------------
      Principal Executive Officer




                                   -19-


<PAGE>






   I, Todd W. Tiefel, certify that:

      1. I have reviewed this quarterly report on Form 10-Q of CONX
         Capital Corporation;

      2. Based on my knowledge, this quarterly report does not contain
         any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made, in light
         of the circumstances under which such statements were made,
         not misleading with respect to the period covered by this
         quarterly report;

      3. Based on my knowledge, the financial statements, and other
         financial information included in this quarterly report,
         fairly present in all material respects the financial condition,
         results of operations and cash flows of the registrant as of,
         and for, the periods presented in this quarterly report;


      4. The registrant's other certifying officers and I are responsible
         for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
         for the registrant and we have:

               a) designed such disclosure controls and procedures to
                  ensure that material information relating to the
                  registrant, including its consolidated subsidiaries,
                  is made known to us by others within those entities,
                  particularly during the period in which this quarterly
                  report is being prepared;

               b) evaluated the effectiveness of the registrant's
                  disclosure controls and procedures as of a date within
                  90 days prior to the filing date of this quarterly
                  report (the "Evaluation Date"); and

               c) presented in this quarterly report our conclusions about
                  the effectiveness of the disclosure controls and
                  procedures based on our evaluation as of the Evaluation
                  Date;

<PAGE>


      5. The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors
         and the audit committee of registrant's board of directors (or
         persons performing the equivalent function):

               a) all significant deficiencies in the design or operation
                  of internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and

               b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role
                  in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated
         in this quarterly report whether or not there were significant
         changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with
         regard to significant deficiencies and material weaknesses.


      Date: November 14, 2002

      /s/ Todd W. Tiefel
      -----------------------
      Chief Financial Officer




<PAGE>






                                                          Exhibit 99.1




                     CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                            OF CONX CAPTIAL CORPORATION
                        PURSUANT TO 18 U.S.C. SECTION 1350



        In connection with the accompanying report on Form 10-Q for
   the period ending September 30, 2002 and filed with the Securities
   and Exchange Commission on the date hereof (the "Report"), I, Edward
   M. Harvey, Chief Executive Officer of CONX Capital Corporation,
   hereby 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 Secutities
                     Exchange act of 1934; and

                 2.  The information contained in the Report fairly
                     presents, in all material respects, the financial
                     condition and results of operations of the company.



                                            /s/ Edward M. Harvey
                                            ---------------------------
                                            Edward M. Harvey
                                            Chief Executive Officer



                                   -18-


<PAGE>


                                                          Exhibit 99.2




                      CERTIFICATION OF CHIEF FINANCIAL OFFICER
                            OF CONX CAPTIAL CORPORATION
                        PURSUANT TO 18 U.S.C. SECTION 1350



        In connection with the accompanying report on Form 10-Q for
   the period ending September 30, 2002 and filed with the Securities
   and Exchange Commission on the date hereof (the "Report"), I, Todd W.
   Tiefel, Chief Financial Officer of CONX Capital Corporation, hereby
   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 Secutities
                     Exchange act of 1934; and

                 2.  The information contained in the Report fairly
                     presents, in all material respects, the financial
                     condition and results of operations of the company.



                                            /s/ Todd W. Tiefel
                                            ----------------------------
                                            Todd W. Tiefel
                                            Chief Financial Officer




                                   -19-