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, 2001

       [  ] 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, 2001, 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

              September 30, 2001 and December 31, 2000

















<PAGE>





                     CONX CAPITAL CORPORATION

             September 30, 2001 AND DECEMBER 31, 2000



                        TABLE OF CONTENTS
                        -----------------

                                                                  Page

    INDEPENDENT ACCOUNTANTS' REPORT. . . . . . . . . . . . . . .    4


    CONDENSED FINANCIAL STATEMENTS
       Balance Sheets. . . . . . . . . . . . . . . . . . . . . .    5
       Statements of Income. . . . . . . . . . . . . . . . . . .    6
       Statements of Changes in Stockholders' Equity . . . . . .    7
       Statements of Cash Flows. . . . . . . . . . . . . . . . .    8
       Notes to Condensed Financial Statements . . . . . . . . .    9



<PAGE>





                 Independent Accountants' Report




    Board of Directors
    CONX Capital Corporation
    Little Rock, Arkansas


    We have reviewed the condensed balance sheet of CONX CAPITAL
    CORPORATION   as   of   September  30,  2001 and the related
    condensed statements of  income  for  the  three-month   and
    nine-month periods ended  September 30, 2001  and 2000,  and
    the condensed statements  of changes in stockholders' equity
    and  cash  flows  for the nine-month periods ended September
    30, 2001  and 2000.   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 condensed financial
    statements  referred  to  above for them to be in conformity
    with generally accepted accounting principles.


<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, 2000 and the
    related  statements  of  income,  changes  in  stockholders'
    equity,  and  cash  flows  for  the  year  then  ended  (not
    presented herein) and in our report dated February 22, 2001,
    we  expressed  an  unqualified  opinion  on  those financial
    statements.   In  our  opinion, the information set forth in
    the  accompanying condensed balance sheet as of December 31,
    2000 is fairly stated, in all material respects, in relation
    to the balance sheet from which it has been derived.

                                              BKD,  LLP




    Little Rock, Arkansas
    October 29, 2001

                                 -4-

<PAGE>

                     CONX CAPITAL CORPORATION
                      CONDENSED BALANCE SHEETS

               September 30, 2001 AND DECEMBER 31, 2000


                              ASSETS
                              ------



                                                      2001           2000
                                                   (Unaudited)
                                                    ---------      --------

    Cash

    Cash                                         $   262,176   $    227,948
    Accounts receivable - affiliated company          96,912         97,478
    Note receivable - affiliated company             724,512        125,000
    Equipment, at cost, net of accumulated
      depreciation                                 7,456,843     10,152,605
                                                   ---------     ----------
                  TOTAL ASSETS                   $ 8,540,443   $ 10,603,031
                                                   =========     ==========



               LIABILITIES AND STOCKHOLDERS' EQUITY
               -----------------------------------


    LIABILITIES

      Accounts Payable                           $    23,075    $      --
      Accrued expenses                                27,882         27,968
      Long-term debt                               5,876,972      9,031,653
      Deferred income taxes                          992,633        575,982
                                                   ---------      ---------
                  TOTAL LIABILITIES                6,920,562      9,635,603
                                                   ---------      ---------



    STOCKHOLDERS' EQUITY

      Common stock, $.01 par value, authorized
       and issued 7,000,000 shares                    70,000         70,000
      Retained earnings                            1,567,881        915,428
                                                   ---------      ---------
                                                   1,637,881        985,428
      Treasury stock, at cost, 350,000 shares        (18,000)       (18,000)
                                                   ---------      ---------
                  TOTAL STOCKHOLDERS' EQUITY       1,619,881        967,428
                                                   ---------      ---------
                  TOTAL LIABILITIES AND
                    STOCKHOLDERS' EQUITY         $ 8,540,443   $ 10,603,031
                                                   =========     ==========


      See Accountant's Review Report and
      Notes to Condensed Financial Statements

                                   -5-
<PAGE>

                       CONX CAPITAL CORPORATION

                    CONDENSED STATEMENTS OF INCOME

                 FOR THE THREE MONTHS AND NINE MONTHS
                  ENDED SEPTEMBER 30, 2001 AND 2000

             Three Months Ended September 30,  Nine Months Ended September 30,
                   2001            2000            2001            2000
                   ----            ----            ----            -----
                       (Unaudited)                       (Unaudited)
                        ---------                         ---------


 LEASE INCOME     $ 1,129,525    $ 1,152,600     $ 3,434,725    $ 3,173,687
                    ---------      ---------       ----------     ---------

 OPERATING EXPENSES
   Management fees     15,000        15,000           45,000         45,000
   Depreciation       636,649       684,198        1,994,219      1,901,512
   Interest expense   125,119       196,712          432,191        544,828
   Professional fees    7,200        16,876           28,644         29,421
   Directors' fees      5,000         5,000           15,000         15,000
   Rent                 1,500         1,500            4,500          4,500
   Taxes and licenses   1,840         1,440           10,406         10,375
   Other                   80           280              206          1,634
   Gain on sale of
     equipment       (133,390)         --           (137,128)         --
                       ------       -------        ---------      ---------
                      658,998       921,015        2,393,038      2,552,270
                      -------       -------        ---------      ---------

 INCOME FROM
   OPERATIONS         470,527       231,585        1,041,687        621,417

 OTHER INCOME          12,276         2,324           27,417          5,710
                      -------       -------          -------        -------

 INCOME BEFORE
   INCOME TAXES       482,803       233,909        1,069,104        627,127

 PROVISION FOR
   INCOME TAXES       188,223        89,563          416,651        240,126

 NET INCOME        $  294,580    $  144,346       $  652,453     $  387,001
                      =======       =======          =======        =======


<PAGE>


 EARNINGS PER SHARE
  Net Income       $  294,580    $  144,346       $  652,453     $  387,001
  Weighted Average
     Shares of
     Common Stock   6,650,000     6,650,000        6,650,000      6,650,000
                    ---------     ---------        ---------      ---------
  Basic earnings
     per share     $    .0443    $    .0217        $   .0981     $    .0582
                        =====         =====            =====          =====



See Accountant's Review Report and
      Notes to Condensed Financial Statements

                                    -6-


<PAGE>

                    CONX CAPITAL CORPORATION

      CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000


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

 BALANCE, DECEMBER 31, 1999    $ 70,000  $   374,135  $ (18,000)   $  426,135

     Net income (unaudited)                  387,001                  387,001
                                -------      -------    --------      -------
 BALANCE, SEPTEMBER 30, 2000
     (UNAUDITED)                 70,000      761,136    (18,000)      813,136

     Net income (unauditied)                 154,292                  154,292
                                -------      -------    --------      -------
 BALANCE, DECEMBER 31, 2000      70,000      915,428    (18,000)      967,428

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

 BALANCE, SEPTEMBER 30, 2001
     (UNAUDITED)               $ 70,000  $ 1,567,811   $ (18,000) $ 1,619,881
                                =======    =========    =========   =========




See Accountant's Review Report and
      Notes to Condensed Financial Statements

                                    -7-

<PAGE>



                       CONX CAPTIAL CORPORATION

                  CONDENSED STATEMENTS OF CASH FLOWS

         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000



                                                September 30,    September 30,
                                                    2001             2000
                                                 (Unaudited)      (Unaudited)

 CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                    $  652,453        $  387,001
   Items not requiring cash:
     Depreciation                                 2,695,762         1,901,512
     Gain on sale of equipment                        --                --
     Deferred income taxes                          416,651           240,126
   Changes in:
     Accounts receivable                                566           (64,656)
     Prepaid expenses                                  --              (5,000)
     Accounts payable and accrued expenses           22,989           (78,603)
                                                   ---------         ---------
     Net cash provided by operating activities     3,788,421         2,380,380
                                                   ---------         ---------


 CASH FLOWS FROM INVESTING ACTIVITIES
     Purchase of property and equipment                --          (4,846,336)
     Proceeds from sale of equipment                   --             175,565
     Advances to affiliate                         (599,512)            --
                                                   ---------        ---------
          Net cash used in investing activities    (599,512)       (4,670,771)
                                                   ---------        ---------

 CASH FLOWS FROM FINANCING ACTIVITIES
     Proceeds from issuance of long-term debt          --           4,846,336
     Payments on long-term debt                   (3,154,681)      (2,336,093)
                                                   ---------        ---------
     Net cash provided by (used in)
       financing activities                       (3,154,681)       2,510,243
                                                   ---------        ---------
<PAGE>

 INCREASE (DECREASE) IN CASH                          34,228          219,852

 CASH, BEGINNING OF PERIOD                           227,948           97,203
                                                   ---------        ---------
 CASH, END OF PERIOD                             $   262,176      $   317,055
                                                   =========        =========



See Accountant's Review Report and
      Notes to Condensed Financial Statements

                                    -8-
<PAGE>


                       CONX CAPITAL CORPORATION

                NOTES TO CONDENSED FINANCIAL STATEMENTS

               SEPTEMBER 30, 2001 AND DECEMBER 31, 2000


  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, 2001 and 2000, all lease income was derived
  from one affiliated company.

  Basis of Presentation
  ---------------------

      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 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.

      Certain  information  and note disclosures normally included
  in   the  Company's  annual  financial  statements  prepared  in
  accordance  with  generally  accepted accounting principles have
  been condensed or omitted.  These condensed 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.

  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.


See Accountant's Review Report

                                    -9-



<PAGE>

                       CONX CAPITAL CORPORATION

                NOTES TO CONDENSED FINANCIAL STATEMENTS

               SEPTEMBER 30, 2001 AND DECEMBER 31, 2000



  NOTE 1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
           ACCOUNTING POLICIES (Continued)

         At September 30, 2001, the approximate future minimum lease
    income under these operating leases are as follows:



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


                  2001                            $   436,845
                  2002                                455,000
                                                    ---------
                                                  $   891,845
                                                    =========
    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 $3,434,725 and $3,173,687
    for  the  nine  months  ended  September 30,  2001  and  2000,
    respectively.


         Equipment   under   operating   leases   consists  of the
    following at September 30, 2001 and December 31, 2000:

                                                    2001
                                                 (Unaudited)        2000
                                                  ---------         ----

                Tractor                          $ 10,467,330   $ 12,342,754
                Trailers                            2,465,894      2,465,894
                                                   ----------     ----------
                                                   12,933,224     14,808,648
                Less accumulated depreciation       5,476,381      4,656,043
                                                   ----------     ----------
                                                 $  7,456,843   $ 10,152,605
                                                   ==========     ==========

See Accountant's Review Report

                                    -10-

<PAGE>


                         CONX CAPITAL CORPORATION

                  NOTES TO CONDENSED FINANCIAL STATEMENTS

                 SEPTEMBER 30, 2001 AND DECEMBER 31, 2000


    NOTE 1:  NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT
             ACCOUNTING POLICIES (Continued)


    Use of Estimates
    ----------------

         The  preparation  of financial statements in conformity
    with   generally  accepted  accounting  principles  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


    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.


    NOTE 2:       LONG-TERM DEBT
                                                            (Unaudited)
                                                             ---------

     Note payable - Navistar Financial Corp. (A)           $ 3,916,303
     Note payable - Banc One Leasing Corp. (B)                 693,515
     Note payable - Fleet Capital Leasing (C)                  342,491
     Note payable - GE Capital Corp. (D)                       924,663
                                                             ---------
                                                           $ 5,876,972
                                                             =========

See Accountant's Review Report


                                    -11-

<PAGE>



                       CONX CAPITAL CORPORATION

                NOTES TO CONDENSED FINANCIAL STATEMENTS

               SEPTEMBER 30, 2001 AND DECEMBER 31, 2000


  NOTE 2: LONG-TERM DEBT (CONTINUED)

         Aggregate annual maturities of long-term debt at September
    30, 2001:

           2001                                               $   576,117
           2002                                                 3,407,783
           2003                                                 1,558,569
           2004                                                   334,503
                                                                ---------
                                                              $ 5,876,972
                                                                =========



         (A)  Due  in  monthly installments  through 2003 ranging
              from  $2,253  to  $53,693; including  interest from
              6.50 percent to 7.40 percent; 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 percent;  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  percent;  secured by
              tractors  and  trailers.   Note  is  guaranteed  by
              Continental Express SD, Inc. (see Note 3)

<PAGE>


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


  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, 2001 and 2000, for management fees.

             The  Company  had  a  note  receivable  from Harvey
    Manufacturing,  LLC,  an  affiliated  Company, in the amount
    of $724,512 at September 30, 2001.  This note bears interest
    at 8.25 percent.



See Accountant's Review Report

                                    -12-

<PAGE>



                         CONX CAPITAL CORPORATION

                  NOTES TO CONDENSED FINANCIAL STATEMENTS

                 SEPTEMBER 30, 2001 AND DECEMBER 31, 2000




  NOTE 3:  RELATED PARTY TRANSACTIONS (CONTINUED)

             At September 30, 2001, the approximate future minimum
    lease income under these operating leases are as follows:


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

                    2001                                 $   436,845
                    2002                                     455,000
                                                           ---------
                                                         $   891,845
                                                           =========

  NOTE 4:  INCOME TAXES

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


                                                   2001              2000
                                               (Unaudited)       (Unaudited)
                                                ---------         ---------

     Taxes currently payable                  $    --            $    --
     Deferred income taxes                      416,651            240,126
                                                -------            -------

                                              $ 416,651          $ 240,126
                                                =======            =======

<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:

                                                   2001              2000
                                               (Unaudited)       (Unaudited)
                                                ---------         ---------


     Computed at the statutory rate
       (34 percent)                           $ 363,495           $ 213,223

     Increase resulting from:
       State income taxes - net of federal
       tax benefit                               53,156              26,903
                                                -------             -------

       Actual tax provision                   $ 416,651           $ 240,126
                                                =======             =======


See Accountant's Review Report

                                    -13-


<PAGE>



                         CONX CAPITAL CORPORATION

                  NOTES TO CONDENSED FINANCIAL STATEMENTS

                 SEPTEMBER 30, 2001 AND DECEMBER 31, 2000



  NOTE 4:  INCOME TAXES (CONTINUED)

             The  tax  effects  of  temporary differences related to
    deferred taxes shown on the balance sheets at September 30, 2001
    and December 31, 2000 were:

                                                   2001              2000
                                                (Unaudited)
                                                 ---------         ---------

     Deferred tax assets:
       Net operating loss carryforwards
         (expiring 2019)                    $   236,635         $   438,189

     Deferred tax liabilities:
       Accumulated depreciation              (1,229,268)         (1,014,171)
                                              ---------           ---------

     Net deferred tax liability             $  (992,633)        $  (575,982)
                                              =========           =========


  NOTE 5:  EQUIPMENT

         Equipment consists of the following at September 30, 2001
    and December 31, 2000:

                                                   2001
                                                (Unaudited)        2000
                                                 ---------         ----


         Tractors                            $ 10,467,330    $ 12,342,754
         Trailers                               2,465,894       2,465,894
                                               ----------      ----------
                                               12,933,224      14,808,648
         Less accumulated depreciation          5,476,381       4,656,043

                                               ----------      ----------
                                             $  7,456,843    $ 10,152,605
                                               ==========      ==========

  NOTE 6:  ADDITIONAL CASH FLOW INFORMATION

                                                        September 30,
                                               -----------------------------
                                                   2001              2000
                                               (Unaudited)       (Unaudited)
                                                ---------         ---------
         Interest paid                         $ 432,191         $ 544,828
                                                ========          ========


See Accountant's Review Report

                                    -14-


<PAGE>



                         CONX CAPITAL CORPORATION

                  NOTES TO CONDENSED FINANCIAL STATEMENTS

                 SEPTEMBER 30, 2001 AND DECEMBER 31, 2000




  NOTE 7:  SUBSEQUENT EVENTS

             No   events,   other   than  normal  operations, of a
    material nature have occurred subsequent to September 30, 2001
    that require disclosure.




See Accountant's Review Report

                                    -15-


<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, 2001:

          Lease income was  $1,129,525 for the quarter ended September
     30,  2001,  as  compared  to  $1,152,600  for the  same period in
     2000, a decrease of $23,075 or 2.0%.  As  of  September 30, 2001,
     the  Company  had  173  tractors and  142 semi-trailers leased to
     its  customer.   As of the same date in 2000, the Company had 146
     tractors   and   142  semi-trailers  leased   to  its   customer.
     Operating   expenses  (consisting   primarily  of   interest  and
     depreciation) for the three  month   period  ended  September 30,
     2001  were $658,998,  and operating  expenses  as a percentage of
     lease income were  58.3%.  For the same period in 2000, operating
     expenses  were   $921,015,  a  decrease  of  $262,017  or  28.5%.
     Operating expenses as  a percentage of  lease  income  were 79.9%
     for the third quarter of 2000.  Income  from  operations  for the
     quarter ended September 30, 2001 was $470,527,  as   compared  to
     $231,585  for  the  third  quarter  of  2000,   resulting  in  an
     increase of $238,942 or  50.8% in  2001 over 2000.  Other  income
     for the three month period ended September 30, 2001 was  $12,276,
     as compared to  $2,324  for the third  quarter  of  2000.  Income
     before  income taxes  for  the quarter ended  September 30,  2001
     was  $482,803, with a provision  for  income  taxes  of $188,223,
     resulting  in  net  income  for  the  three  month  period  ended
     September 30, 2001 of $294,580.  For the quarter ending September
     30, 2000,  income  before  income  taxes  was  $233,909,  with  a
     provision for  taxes of $89,563 resulting  in  net income for the
     period of $144,346.  As a  result,  income  before  income  taxes
     increased $248,894 or 51.6% and net income increased  $150,234 or
     50.9% for the third quarter of 2001 over the same period in 2000.

<PAGE>


          Nine Month Period ended September 30, 2001:

          Lease  income  was  $3,434,725  for  the  nine  months ended
      September  30,  2001,  as  compared  to  $3,173,687 for the same
     period  in  2000,  an  increase  of $261,038  or 7.6%.  Operating
     expenses (consisting  primarily of  interest  and  deprecitation)
     for  the  nine  month   period   ended   September 30, 2001  were
     $2,393,038,  and  operating  expenses  as  a  percentage of lease
     income were 69.7%.   For  the  same  period  in  2000,  operating
     expenses  were  $2,552,270,  a  decrease  of  $159,232  or  6.2%.
     Operating expenses as a percentage of  lease  income  were  80.4%
     for the first nine months of 2000.   Income  from  operations for
     the nine  month period ended September 30, 2001  was  $1,041,687,
     as  compared  to $621,417  for  the  first  nine  months of 2000,
     resulting in an increase of $420,270 or 40.4% in 2001  over 2000.
     Other income for the nine  months ended  September 30,  2001  was
     $27,417, as compared to $5,710 for the first nine months of 2000.
     Income  before  income taxes for the  nine  month  period   ended
     September 30, 2001  was  $1,069,104,  with a provision for income
     taxes  of  $416,651,  resulting in net income for the nine months
     ended  September 30, 2001 of $652,453.  For  the same nine  month
     period  in  2000,  income  before  income  taxes   was  $627,127,
     with a  provision for  income taxes of $240,126, resulting in net
     income of  $387,001.   As a result, income  before  income  taxes
     increased  $441,977 or 41.3% and net income increased $265,452 or
     40.7% for the first nine  months of 2001 over the same  period in
     2000.


<PAGE>


          The  Company  anticipates additional  leasing  activity with
     Continental Express SD, Inc., through the remainder of 2001.  The
     Company  is increasing its  efforts to provide  equipment leasing
     and loan  products to other  customers in an effort  to diversify
     its revenue  stream and  the products  being  offered.   However,
     during the  next twelve months,  the Company does  not anticipate
     any material change in the sources of its revenue stream.

     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) fees  and expenses incurred  in connection with
     its  securitization   program,  (iii)   overcollateralization  or
     reserve  account requirements in connection with loans pooled and
     sold,  (iv)  interest,  fees, and  expenses  associated  with the
     Company's warehouse credit and repurchase facilities with certain
     financial   institutions,  (v)  federal   and  state  income  tax
     payments,  and (vi)  ongoing administrative  and other  operating

                                    -16-


<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  September  30,  2001 and  December  31, 2000.
     The Company held various financial  instruments  at September 30,
     2001 and  2000,  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.


                                    -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

     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.


                                   -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, 2001

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

                                        Dated:   November 14, 2001











                                   -19-