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

                                   Form 10-KSB

              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                    For the Fiscal Year Ended March 31, 2002

Commission file number:  0-21867
                         -------

                           BISHOP CAPITAL CORPORATION
                  --------------------------------------------
                 (Name of small business issuer in its charter)

              Wyoming                                           84-0901126
 ------------------------------                               -----------------
(State or other jurisdiction of                              (I.R.S. Employer
 incorporation or organization)                              Identification No.)

716 College View Drive, Riverton, Wyoming                          82501
 --------------------------------------                           --------
(Address of principal executive offices)                         (Zip Code)

Issuer's telephone number:  (307) 856-3800

Securities registered under Section 12(b) of the Act:  None

Securities registered under Section 12(g) of the Act:  Common Stock, $.01
                                                       Par Value

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months and (2) has
been subject to such filing requirements for the past 90 days. Yes  X   No
                                                                  -----   -----

Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B contained in this form, and no disclosure will be contained, to
the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendments to this Form 10-KSB. [X]

Issuer's revenues for fiscal year ended March 31, 2002 were $227,372.

The aggregate market value of the voting stock held by non-affiliates as of May
31, 2002 was $1,218,845.

The number of shares outstanding of the issuer's common stock as of May 31, 2002
was 840,583.

Documents incorporated by reference:  None.

Transitional Small Business Disclosure Format (Check one):  Yes     No  X
                                                               -----  -----

<PAGE>


                                     PART I


Description of Business
-----------------------

Bishop Capital Corporation (the "Company"), formerly known as Bishop Cable
Communications Corporation, was originally incorporated under the laws of the
State of Colorado on February 22, 1983 and reincorporated under the laws of the
State of Wyoming on June 2, 1992. On November 22, 1995, the Company changed its
name to Bishop Capital Corporation.

Prior to June 20, 1997, the Company was a wholly-owned subsidiary of American
Rivers Oil Company ("AROC"). On November 18, 1996, AROC's Board of Directors
authorized a spin-off distribution of the Company's common stock as a partial
liquidating dividend to AROC's common shareholders (excluding AROC's Class B
common shareholders). The distribution, which occurred on June 20, 1997, was on
the basis of one share of the Company's common stock for four shares of AROC's
common stock.

The Company is primarily engaged in the development and sale of real estate and
has a royalty interest in a natural gas property.

The Company had three full-time employees as of March 31, 2002.

Real Estate Operations
----------------------

Colorado Springs, Colorado. In October 1993, the Company entered into two
limited partnership agreements to purchase approximately 90 contiguous acres of
land in Colorado Springs, Colorado. The property surrounding the acreage is
primarily retail development (restaurants, major grocery chains, gas stations,
convenience stores and small retailers) to serve nearby residential
developments. A summary of the Company's participation in each partnership is as
follows:

     (1) The Company contributed $250,000 cash to the first partnership (Bishop
Powers, Ltd.) which purchased approximately 55 acres of land (comprising
separate 20 and 35 acre parcels) for commercial development. The Company, as
general partner, has an 81% interest with the remaining 19% interest held
equally by two individual limited partners who are the general partners in the
second partnership (Z-H, Ltd., LLLP) discussed below. The Company was allocated
100% of the income and losses until it had been paid $600,000 plus interest
thereon at 8% per annum (not to exceed $100,000) after which the income and
losses were allocated 81% to the Company and 19% to the limited partners. The
Company, as general partner, has exclusive management of the partnership. Any
transfer of a limited partner's interest requires the written consent of the
general partner. The Company, which commenced initial development of the 20 acre
parcel in fiscal 1998, is continuing to develop the remaining acreage. Of the 35
acre parcel 5 acres have been developed into Creekside Center at Galley and 20
acres were contributed to Creekside Apartments, LLLP for the construction of the
apartment complex and a public road. The remaining acreage will be developed for
commercial pad sites at an approximate cost of $100,000.

                                        2

<PAGE>


In October 1998, the Company entered into a limited partnership agreement
(Creekside Apartments, LLLP) with an unrelated third party to develop and
construct a 328 unit apartment complex (the "Project"). The Project was subject
to the successful rezoning of the 18 acres of undeveloped real property owned by
the Company and favorable Project financing. The rezoning process was completed
and approved by the appropriate governmental authorities in February 2000. In
November 2001 construction and permanent financing was obtained with a HUD 221
(d) 4 loan of $27,867,900 with a fixed rate of 6.85% and will cover the 24-month
construction period as well as the 40-year permanent term. Construction began in
December 2001 with completion scheduled for the fourth quarter of 2003. The
first units will be available for lease in June 2002 and available for occupancy
in October 2002. The land was contributed to the partnership in conjunction with
the non-recourse HUD loan closing at an agreed upon value of $1,600,000 for an
initial 80% limited partnership interest. The unrelated third party will
contribute services at an agreed upon value of $400,000 for the remaining 20%
limited partnership interest. This unrelated third party will also be the
general partner and will earn a 20% partnership interest upon the successful
lender pre-application conference. Any distributions from the partnership will
be allocated to the partners as defined in the partnership agreement, which
gives the limited partners a 10% return of investment preference before any
distributions are made to the general partner. In addition, the limited partners
may be required to loan the partnership up to $400,000 each. As of March 31,
2002, the Company had advanced funds of $215,000 to the partnership for costs
associated with the development process and no additional advances are
anticipated.

As its contribution to Creekside Apartments, LLLP, Bishop Powers transferred
19.7 acres to the partnership at a cost of $58,800. Approximately 18 acres will
be used for the apartment site and the balance has been used to extent a public
access road along the west side of Creekside Center to the apartments. This road
will also provide access to the unsold property in Creekside Center. The water
main and electrical service for the apartments were installed adjacent to this
road and will provide those services to the remaining property in Creekside
Center.

     (2) The Company contributed $100,000 cash to the second partnership (Z-H,
Ltd., LLLP) which purchased approximately 35 acres of land on which the
partnership constructed a recreational facility consisting of a 60 station golf
driving range, 36 holes of miniature golf, 9 baseball/softball batting machines,
and a 1,200 square foot clubhouse. This facility, which encompasses all of the
acreage purchased, commenced operations in July 1994. The Company, as the
limited partner, has a 19% interest with the remaining 81% interest held equally
by two individual general partners. There is no affiliation between the Company
and the general partners. The Company contributed an additional $250,000 when
certain financing requirements in the partnership consisting of $800,000 of debt
financing were fulfilled by the general partners. The Company is not a guarantor
of any debt in this partnership and the general partners cannot incur additional
debt without the prior written consent of the Company. The Company is not
required to make any further capital contributions to the partnership. The
Company also has the right of first refusal relating to the sale of partnership
assets.

                                       3

<PAGE>


In July 1997, the general partners ("Seller") entered into an Agreement of
Purchase and Sale of Leasehold with an unrelated third-party ("Purchaser") for
the sale of all improvements, buildings and fixtures for $71,500 cash, $100,000
of Purchaser's restricted common stock and assumption by Purchaser of
approximately $887,000 debt. The transaction closed in October 1997. In
connection with the real property, the parties entered into a 25 year Ground
Lease (the "Lease") whereby the Purchaser will pay monthly rents aggregating
$3,909,000 over the Lease term. On March 15, 2000, the Lease was terminated and
the partnership received cash of $20,465, all of the improvements, building and
fixtures on the land and assumed debt of $408,000 that is guaranteed by the two
individual general partners.

On June 15, 1999, the general partners of the partnership ("Seller") entered
into an Agreement for Sale and Purchase (the "Agreement") with an unrelated
third-party ("Purchaser") for the sale of the real property for $4,400,000.
Under terms of the Agreement, the Purchaser has a 270 day Investigative Period
to perform and/or obtain all tests, examinations, feasibility studies and other
reasonable activities to underwrite the proposed acquisition of the property. In
May 2000, the Purchaser elected to proceed with the acquisition of the property
and made an additional earnest money deposit in accordance with the terms of the
Agreement. On May 31, 2000 the Purchaser was given a six-month extension on the
Agreement postponing the closing date until May 1, 2001. With the payment of an
additional $25,000 in earnest money on April 25, 2001, the Agreement was amended
postponing the closing date to August 15, 2001 or such earlier date as the
parties may mutually agree. The $75,000 of earnest money previously paid was
escrowed and became non-refundable, although still applicable to the purchase
price. The Amendment also provided for additional monthly extensions with the
payment of non-refundable extension fees that are not applicable to the purchase
price. The fees for the first two extensions are $10,000 each, the second two
extension fees are $20,000 each and the fee for the final extension is $30,000.
On December 14, 2001 the Fourth Amendment was signed granting three additional
extensions of 30 days each with the payment of non-refundable, non-applicable
extension fees. The fees for the first two extensions were $30,000 each and the
final extension fee was $50,000. Additionally, the remaining $75,000 earnest
money plus interest became non-refundable and was released to the Seller. The
Fourth Amendment also transfers the obligation for the construction of the
roadway to the Purchaser with recourse to the Seller if Purchaser does not meet
this obligation.

In February 2002 Z-H, Ltd., LLLP closed on the sale of its Hitters Haven
property with net proceeds of $4,000,000. According to the terms of the
Partnership Agreement, in the event of a sale or disposition of substantially
all of the assets of the Partnership, the Partnership shall immediately commence
to wind up its affairs. Proceeds from liquidation will pay any creditors and any
credit balances in the Partner's respective capital accounts. The balance will

                                       4

<PAGE>


be distributed to the Partners proportionate to their percentage of partnership
interest. In March 2002 the General Partners made a distribution to the Partners
of $3,000,000, of which, Bishop Capital received $570,000. The remaining assets
will be liquidated and any outstanding bills paid before final distributions are
made to the Partners.

At March 31, 2002, the net carrying value of the Company's 19% interest in Z-H,
Ltd., LLLP is $348,925.

Riverton, Wyoming. In October 1995 the Company acquired approximately 5 acres of
undeveloped real estate located adjacent to a golf course in Riverton, Wyoming
for $80,000 and expended approximately $154,000 for improvements (utilities,
drainage, roadway, etc.) in developing a 15 lot subdivision. During fiscal year
1999, the Company replatted 12 of the remaining 14 lots into 10 lots to increase
their size. In the current fiscal year, the Company did not sell any of the 11
lots available for sale.

Regulation and Environmental Matters
------------------------------------

The undeveloped real estate is subject to local zoning laws and regulations. The
undeveloped real estate must be surveyed, designed and platted and then
submitted to the appropriate governmental authorities for approval, permits and
agreements before it can commence development. The ability of the Company to
obtain necessary approvals and permits for its planned development is often
beyond the Company's control. The length of time necessary to obtain permits and
approvals increases the carrying costs of unimproved land acquired for the
purpose of development.

Under various federal, state and local laws, ordinances and regulations relating
to the protection of the environment, a current or previous owner of real estate
may be liable for the cost of removal or remediation of certain hazardous or
toxic substances disposed, stored, released, generated, manufactured or
discharged from, on, at, onto, under or in such property. Environmental laws
often impose such liability without regard to whether the owner knew of, or was
responsible for, the presence or release of such hazardous or toxic substances.
The Company engaged an independent environmental engineer, at a cost of $1,000,
to do a Phase I Environmental Assessment ("Assessment") on the 20 acre parcel
being developed in Colorado Springs, Colorado. The Assessment did not reveal any
non-compliance with environmental laws. The Company is not aware of any
non-compliance with environmental laws, environmental liability or other
environmental claims on its real estate properties that the Company believes
would likely have a material adverse effect on the Company.

Insurance
---------

In the opinion of the Company's management, the Company's properties and real
estate operations are adequately covered by insurance.

                                       5

<PAGE>


External Risk Factors
---------------------

The success of the Company depends upon, among other factors, (i) national and
local trends of the economy, including interest rates, construction costs,
governmental regulations and legislation, including environmental requirements,
(ii) real estate fluctuations, (iii) retailing trends, (iv) population trends,
(v) zoning laws, (vi) availability of financing and capital on satisfactory
terms and the ability of the Company to compete with other owners and developers
with greater resources and whose management may have more experience than the
Company's officers.

In May 2001 the Company donated approximately 2.4 acres of land to the City of
Colorado Springs for an addition to an existing park. The land is undevelopable
for the Company's purposes and the donation relieves the Company of certain Sand
Creek drainage obligations.

Natural Gas Royalty Interest
----------------------------

In December 1990, the Company purchased a royalty interest in certain natural
gas properties located in Wyoming from an unrelated third-party. Since the
Company did not have access to reserve information, the Company engaged an
independent petroleum geologist to review available geologic, engineering and
production data and to estimate the value for the natural gas royalty interest.
Based on this study and other factors, the Company paid approximately $1,067,000
for the royalty interests. In connection with the purchase, the Company formed
Bridger Creek Partnership (the "Partnership") which allocates to the Company, as
general partner, the first $40,000 of annual net income (as defined) from the
partnership and 80% of annual net income in excess of $40,000. After the Company
has received cumulative net income of $1,050,000, plus interest at prime
adjusted semi-annually, the Company will receive 60% of the annual net income
thereafter.

At March 31, 2002, the net carrying value of this interest was $196,720.

The royalty interest is in the Madden Unit (the "Unit") which produces natural
gas from producing horizons between 5,500 and 24,000 feet. A gas processing
plant in which the Partnership has no ownership interest treats the "sour gas"
produced from the Madison formation (24,000 feet). The plant processes 66 MMCFD
(million cubic feet per day) from three completed Madison wells. The operator of
the Unit completed modification plans in September 1998 that increased the plant
capacity from 50 MMCFD to 66 MMCFD. The construction of a second "sour gas"
processing plant located north of the existing plant was completed in July 1999.
The new plant has the capacity to process 66 MMCFD. A fourth Madison well, which
was completed in February 2000 and went on-line in August 2000. A fifth deep
well was not completed, but helps to define the reserves. There are two
additional Madison wells needed to supply the new processing plant. Drilling has
begun on the two wells, but they have not yet been completed. The saleable plant
products include methane and sulfur. Carbon dioxide, which is also removed from
the sour gas, is being vented since there is no current market for such product.
The Partnership's royalty interest is subject only to plant processing costs and
severance and ad valorem taxes.

                                       6

<PAGE>


In April 2000, the operator of the Unit announced plans to construct a third
"sour gas" processing plant commencing in October 2000. The new plant, which
along with the two existing plants will have the capacity to process 310 million
cubic feet of sour gas per day, should be completed by midsummer 2002.

On December 28, 1998, the Partnership and twenty other royalty owners
("Plaintiffs") filed suit against Burlington Resources Inc. ("Burlington") in
the District Court, Ninth Judicial District, Fremont County, Wyoming seeking an
accounting of the production, sales of all production and all expenses
associated with royalty payments received from the Madden Deep Unit gas
processing plant. The Plaintiffs allege that Burlington, operator of the gas
processing plant, has and continues to wrongfully deduct post-production costs,
which could include indirect plant operating costs, from their royalty payments.
The Plaintiffs believe that the royalty payments should be free of any
post-production costs or, if post-production costs are statutorily permitted,
then those costs must be limited only to those reasonable costs directly
associated with the processing of the gas. The Plaintiffs are seeking attorneys'
fees and costs necessitated in obtaining the data they are seeking and payment
of amounts that were improperly deducted for the plant operation. A trial date
has not been set by the Court. No prediction can be given as to when or how
these matters will ultimately be concluded. No assurance can be made that the
Partnership will ultimately receive any funds from this litigation and,
accordingly, no amounts have been accrued in the accompanying financial
statements.

Description of Property
-----------------------

The Company's principal properties consist of approximately 25 acres of
developed and undeveloped real estate in Colorado and an office building, 11 lot
subdivision and natural gas royalty interest in Wyoming. None of the properties
are held subject to any encumbrance except for the office building, which is
pledged as collateral on the note payable to a bank at March 31, 2002.

Real Estate Investment Policies

Although the Company has no formal policy as to the allocation of assets among
its real estate investments, the Company has limited such investments to its
present real estate holdings that were acquired primarily for capital gain and
income. The allocation of assets and investments may be changed without a vote
of the Company's shareholders. The Company does not anticipate any major
investments in real estate mortgages or securities of, or interests in,
companies primarily engaged in real estate activities.

The Company's major real estate investment is the undeveloped real estate in
Colorado Springs, Colorado. This area has sustained a consistent growth in
population over the past twenty-five years. Several new retail development

                                       7

<PAGE>


centers and residential areas north and east of the Company's property have been
constructed or are in the planning stages. A Wal Mart Superstore is under
construction on the former Hitters Haven property and the 328 unit Creekside
Apartments is under construction adjacent to the unsold Creekside Center at
Galley property. Demographic and marketing studies by independent third-parties
project higher retail sales and population growth over a five-year period within
a one to five mile radius of the Company's property which is zoned PBC-2
(Planned Business Center) and OC (Office Complex). The PBC zoning allows most
commercial and retail uses and the OC zoning permits office uses as well as
destination restaurants.

The Company is developing a 16 acre parcel called "The Crossing at Palmer Park"
and 13 acres called "Creekside Center at Galley".

The Crossing at Palmer Park

The first phase of the development plan, which comprised 5 lots (4.62 acres),
was completed in fiscal year 1998. The costs for the on-site and off-site
development work were approximately $446,000. The Company closed sales on four
lots totaling $1,326,600 in prior fiscal years. The fifth lot remains unsold.

In fiscal year 2001 the Company sold one lot in the third phase for $440,000
with no additional development costs incurred.

In fiscal year 1999, the Company's Concept Plan for the remaining 15 acres was
approved by the appropriate governmental authorities. The costs for the on-site
and off-site development work were approximately $374,000.

The western boundary of the remaining 9 acres of developable real estate borders
a drainage channel that will require certain improvements as the undeveloped
land adjacent to the drainage channel is platted for development. The Company
estimates that the drainage channel improvement costs will approximate $200,000.

The Company, pursuant to applicable City Code regulations, submitted cash
reimbursement requests totaling $381,000 to the City of Colorado Springs/El Paso
County Drainage Board (the "Drainage Board") for costs incurred on the
construction of public, reimbursable drainage facilities. The Drainage Board,
which reviews and approves all reimbursable requests, maintains an approved
payment list in chronological order of approval. The approved requests are paid
on a semi-annual basis subject to the availability of funds that are generated
by certain fees paid by developers and other parties. Accordingly, companies
with reimbursable requests on the approved payment list may ultimately not
receive any reimbursement. The approved reimbursable amounts can also be used as
credits to offset certain fees relating to plat filings or assigned to other
parties. The Company utilized $11,500 of their credits to offset certain fees
associated with their plat filings and assigned credits totaling $369,500 to
unrelated third-parties for discounted net cash proceeds of $248,500 that were
credited against capitalized land development costs.

                                       8

<PAGE>


Creekside Center at Galley

The Company's Concept Plan and Plat for Phase I of this development was approved
by the appropriate governmental authorities in April 2000. Phase I consists of 4
lots totaling approximately 5 acres. The Company closed on the sale of three of
the four lots in Creekside Center at Galley for $1,376,112 of which $486,089 of
the net proceeds were escrowed for off-site and on-site improvements. The
Company received the remaining net proceeds of $721,208.

The Company has completed all of the site development work for Phase I off-site
and on-site improvements consisting of grading, utilities, storm sewer, paving
and curb and gutter with an approximate cost of $695,000. All escrowed funds and
financial assurances to the City have been released except for $10,500. In
addition, a change order was signed for the costs of installing a 24" city water
main to service Creekside Center. Reimbursement from the City has been applied
for, although reimbursements are not guaranteed and are subject to Water
Resources Department approval and available funds. Accordingly no amounts have
been accrued in the accompanying financial statements. The Company is
aggressively marketing the remaining lot in Phase I and the undeveloped 9 acre
parcel.

The Company had a contingent liability for certain improvements to a drainage
channel located on the western boundary of Phase II of Creekside Center. With
the development of Creekside Apartments and work completed by others, the
Company has no liability relating to these improvements and there is no recourse
to the Company.

Creekside Apartments

In October 1998, the Company entered into a limited partnership agreement with
an unrelated third party to develop and construct a 328 unit apartment complex
(the "Project"). The Project was subject to the successful rezoning from PBC-2
to R-5 of the 18 acres of undeveloped real property owned by the Company and
favorable Project financing. The rezoning process was completed and approved by
the appropriate governmental authorities in February 2000. The estimated cost of
the Project is $33,000,000 of which $27,868,000 was financed by a non-recourse
HUD 221 (d) 4 loan with a fixed rate of 6.85% and will cover the 24-month
construction period as well as the 40-year permanent term from the U. S.
Department of Housing and Urban Development. Construction began in December
2001 with completion scheduled for the fourth quarter of 2003. The Company has
contributed the land to the partnership at an agreed upon value of $1,600,000
for an initial 80% limited partnership interest. The unrelated third party will
contribute services with an agreed upon value of $400,000 for the remaining 20%
limited partnership interest. This unrelated third party will also be the
general partner. After limited partners have received a cumulative preferred
return of 10% on their capital contributions, distributions to the partners will

                                       9

<PAGE>


be 20% to the general partner and the remaining 80% will be distributed 80% to
Bishop Powers, Ltd. and 20% to the general partner. Any distributions from the
partnership will be allocated to the partners as set forth in the partnership
agreement.

Reserves
--------

Reserve information relating to the natural gas royalty interest owned is not
included in this report because the information is not made available to royalty
interest owners by Louisiana Land and Exploration Company, a wholly-owned
subsidiary of Burlington Resources Inc., the operator of the properties. The
Company's share of production from the royalty interest for the year ended March
31, 2002 was 89,300 mcf.

Legal Proceedings
-----------------

The Company is not a party to any pending legal proceedings involving a claim
for damages which amount exceeds 10% of the current assets of the Company and
its subsidiaries on a consolidated basis and no such proceedings are known to be
contemplated.

Submission of Matters to a Vote of Security Holders
---------------------------------------------------

No matters were submitted to a vote of the Company's security holders during the
fourth quarter of the fiscal year ended March 31, 2002.





                                     PART II


Market for Common Equity and Related Stockholder Matters
--------------------------------------------------------

Common Stock

The Company's common stock (trading symbol "BPCC") is traded on the OTC
(non-NASDAQ) Bulletin Board used by members of the National Association of
Securities Dealers, Inc. ("NASD"). The following table shows the high and low
bid prices for the common stock of the Company for the periods indicated as
reported by the NASD. The quotations represent prices between dealers and do not
include retail mark-up, markdown, or commission and may not represent actual
transactions.

                                       10

<PAGE>



          Quarter Ended                 High Bid                   Low Bid
          -------------                 --------                   -------

             3/31/00                      .750                       .625
             6/30/00                     1.375                       .660
             9/30/00                     1.375                       .625
            12/31/00                     1.025                       .665

             3/31/01                     1.750                       .665
             6/30/01                     1.350                       .640
             9/30/01                     1.150                      1.060
            12/31/01                     1.250                      1.060

             3/31/02                     1.250                       .550

As of May 31, 2002, there were approximately 2,000 holders of record of the
Company's common stock (which number does not include shareholders whose shares
are held of record by brokerage firms).

Dividends

The Company has never paid dividends on its common stock and does not intend to
pay cash dividends in the foreseeable future. Payment of cash dividends, if any,
in the future, will be determined by the Company's Board of Directors in light
of the Company's earnings, financial condition and other relevant
considerations. There are no restrictions on the Company's present or future
ability to pay dividends.

Management Discussion and Analysis of Financial Condition and Results of
------------------------------------------------------------------------
Operations
----------

The following discussion and other sections of this Form 10-KSB may contain
certain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 21E of the Securities Exchange Act of
1934, as amended, and Section 27A of the Securities Act of 1933, as amended, and
is subject to the safe harbors created by those sections. Such forward-looking
statements are subject to risks, uncertainties and other factors which could
cause actual results to differ materially from future results expressed or
implied by such forward-looking statements. Potential risks and uncertainties
include, but are not limited to, economic conditions, competition and other
uncertainties detailed from time to time in the Company's Securities Exchange
Act filings. The forward-looking statements within this Form 10-KSB are
identified by words such as "believes," "anticipates," "expects," "intends,"
"may" and other similar expressions. However, these words are not the exclusive
means of identifying such statements. In addition, any statements that refer to
expectations, projections or other characterizations of future events or
circumstances are forward-looking statements. The following discussion and
analysis should be read in conjunction with the Company's Consolidated Financial
Statements and related Notes included elsewhere herein.

                                       11

<PAGE>


Results of Operations
---------------------

The Company had net income of $227,400 for the fiscal year ended March 31, 2002
compared to net income of $448,000 for fiscal 2001. The decrease is primarily
attributable to a decrease in real estate sales, gas royalties and unrealized
loss on marketable securities offset by an increase in equity in partnership
income.

Fiscal 2002 Compared to Fiscal 2001

Gross profit on real estate sold of $83,200 in fiscal 2002 resulted from the
balance of previously deferred revenue from the sale of four commercial lots in
Colorado Springs, Colorado. In fiscal 2001, the gross profit on real estate sold
of $734,700 resulted primarily from the revenue recognized on the sale of the
four commercial lots. The Company had no real estate sales in fiscal 2002
compared to $1,240,600 in fiscal 2001 that were offset by costs of real estate
sold of $492,000 and $506,000, respectively. The costs incurred in fiscal year
2002 relate to completion of development work on lots sold in fiscal 2001.

General and administrative expenses increased $38,500 or 9% in fiscal 2002 due
primarily to an increase of $29,400 in legal fees and $18,400 in accounting fees
offset by a decrease in employee benefits of $13,500.

Depreciation and amortization increased $2,800 or 21% in fiscal 2002 due to the
purchase of additional depreciable assets.

Gas royalties, net of amortization, decreased $227,000 in fiscal 2002 compared
to fiscal 2001 primarily due to the reduction in gas prices. Natural gas
production decreased 7% (89,300 mcf in 2002 compared to 96,400 mcf in 2001) and
the average sales price of natural gas decreased 48% ($2.31. per mcf in 2002
compared to $4.48 per mcf in 2001). Gas processing costs and production taxes
decreased 23% ($21,900 in 2002 compared to $28,600 in 2001) primarily due to
reduced production.

Interest income increased $37,500 or 330% in fiscal 2002 from fiscal 2001
primarily due to increased interest bearing investments in the current fiscal
year.

Rental income decreased $1,300 or 4% in fiscal 2002 from fiscal 2001 primarily
due to a change in tenants of office space in the Company's corporate office
building.

The net loss on sale of marketable securities of $77,100 in fiscal 2002 is
primarily from the sale of securities carried at a loss for an extended period.

                                       12

<PAGE>


The net unrealized loss on marketable securities of $24,300 in fiscal 2002
represents the net change in the market value of the trading securities
portfolio from March 31, 2001.

Equity in limited partnership income reflects a gain of $643,900 in fiscal 2002
due to the sale of the major assets of a limited partnership.

Interest expense decreased $1,200 in fiscal 2002 compared to fiscal 2001
primarily due to repayments of the bank note.

The minority interest in income of partnership represents Bridger Creek
Partnership's limited partner's 20% share of net gas royalty income computed on
a fiscal year basis and the limited partners of Bishop Powers, Ltd. 19% interest
in the Colorado Springs, Colorado property under development.

Financial Condition

At March 31, 2002, the Company had working capital of $1,025,200.

The following summary table reflects comparative cash flows for the Company for
the two years ended March 31, 2002:

                                                          Years Ended
                                                            March 31,
                                                    ------------------------
                                                       2002           2001
                                                    ---------      ---------
           Net cash provided by (used in):
                  Operating activities              $(971,500)     $ 666,400
                  Investing activities                637,500        (17,100)
                  Financing activities                (66,900)      (173,800)

Net cash used in operating activities in fiscal year 2002 is primarily
attributable to an increase in equity in limited partnerships income of
$643,900, an increase in marketable securities of $669,600, offset by a $151,300
decrease in land under development, a $234,000 decrease in restricted cash and a
decrease in deferred revenue from the sale of commercial pad sites in Colorado
Springs, Colorado of $575,300. By comparison, in fiscal year 2001, net cash
provided by operating activities primarily resulted from an increase in deferred
revenue of $575,300 and an increase in minority interests of $152,400 offset by
an increase in restricted cash of $244,500.

Net cash provided by investing activities in fiscal 2002 resulted primarily from
the proceeds from sales of marketable securities of $244,100 and a distribution
from a limited partnership of $570,000 offset by advances on notes receivable of
$135,000 and purchases of fixed assets of $52,000. In fiscal 2001, net cash used
in investing activities resulted primarily from advances on notes receivable of
$65,000 offset by the proceeds from the sale of marketable securities of
$36,600.

                                       13

<PAGE>


Net cash used in financing activities in fiscal 2002 resulted primarily from
distributions to minority partners of $42,900, purchase of treasury stock for
$97,800 and repayment of borrowings of $11,300 offset by advances on notes
payable of $85,000. Net cash used in financing activities in fiscal 2001
resulted from distributions to minority partners of $104,300 purchase of
treasury stock for $59,100 and repayment of bank borrowings of $10,400.

The Company's material commitments for capital expenditures in the next twelve
months will be in conjunction with the undeveloped acreage in Colorado Springs,
Colorado relating to (i) the Phase III development of "The Crossing at Palmer
Park" on the remaining 9 acres (ii) the "Creekside Apartments" project
consisting of 328 units on 18 acres and (iii) the Phase II development of
"Creekside Center at Galley" on 9 acres.

When the Company develops Phase III of "The Crossing at Palmer Park," it will
incur development costs for additional drainage channel improvements. The
Company anticipates that the estimated costs of $200,000 for these improvements
will be funded by cash proceeds from lot sales.

In connection with the apartment complex, the Company may have to loan Creekside
Apartments, LLLP, under terms of the partnership agreement, up to an additional
$185,000 for costs associated with the development process and other partnership
matters. The Company anticipates that the loan advances, will be funded from
either working capital or cash proceeds from lot sales.

The Company has completed the Phase I development of the Creekside Center at
Galley. The costs for the Phase I development work consisting of grading,
utilities, storm sewer, paving, curb and gutter and 24" water main are
approximately $695,200. These costs have been funded by the $486,089 that was
placed in escrow from the lot sale closings and proceeds from sales. Costs of
$249,000 were incurred for the installation a 24" city water main to service
Creekside Center. Reimbursements from the City have been applied for, although
reimbursements are not guaranteed and are subject to Water Resources Department
approval and available funds.

The Company believes that existing working capital will be sufficient to fund
the Company's operations, exclusive of real estate development expenditures,
during the next fiscal year. Real estate development expenditures will be funded
by proceeds from retail lot sale closings.

New Accounting Pronouncements

In June 2001, the Financial Accounting Standards Board ("FASB") issued
Statements of Financial Accounting Standards No. 141 "Business Combinations"
("SFAS 141") and No. 142 "Goodwill and Other Intangible Assets" ("SFAS 142").
SFAS 141 requires all business combinations initiated after June 30, 2001 to be
accounted for under the purchase method. For all business combinations for which
the date of acquisition is after June 30, 2001, SFAS 141 also establishes
specific criteria for the recognition of intangible assets separately from
goodwill and requires unallocated negative goodwill to be written off
immediately as an extraordinary gain, rather than deferred and amortized. SFAS
142 changes the accounting for goodwill and other intangible assets after an
acquisition. The most significant changes made by SFAS 142 are: 1) goodwill and
intangible assets with indefinite lives will no longer be amortized; 2) goodwill
and intangible assets with indefinite lives must be tested for impairment at
least annually; and 3) the amortization period for intangible assets with finite
lives will no longer be limited to forty years. We do not believe that the
adoption of these statements will have a material effect on our financial
position, results of operations, or cash flows.

                                       14

<PAGE>


In June 2001, the FASB also approved for issuance SFAS 143 "Asset Retirement
Obligations." SFAS 143 establishes accounting requirements for retirement
obligations associated with tangible long-lived assets, including (1) the timing
of the liability recognition, (2) initial measurement of the liability, (3)
allocation of asset retirement cost to expense, (4) subsequent measurement of
the liability and (5) financial statement disclosures. SFAS 143 requires that an
asset retirement cost should be capitalized as part of the cost of the related
long-lived asset and subsequently allocated to expense using a systematic and
rational method. We will adopt the statement effective no later than April 1,
2003, as required. We do not believe the adoption of this statement will have a
material effect on our financial position, results of operation, or cash flow.

In October 2001, the FASB also approved SFAS 144, Accounting for the Impairment
or Disposal of Long-Lived Assets. SFAS 144 replaces SFAS 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of. The
new accounting model for long-lived assets to be disposed of by sale applies to
all long-lived assets, including discontinued operations, and replaces the
provisions of APB Opinion No. 30, Reporting Results of Operations-Reporting the
Effects of Disposal of a Segment of a Business, for the disposal of segments of
a business. Statement 144 requires that those long-lived assets be measured at
the lower of carrying amount or fair value less cost to sell, whether reported
in continuing operations or in discontinued operations. Therefore, discontinued
operations will no longer be measured at net realizable value or include amounts
for operating losses that have not yet occurred. Statement 144 also broadens the
reporting of discontinued operations to include all components of an entity with
operations that can be distinguished from the rest of the entity and that will
be eliminated from the ongoing operations of the entity in a disposal
transaction. The provisions of Statement 144 are effective for financial
statements issued for fiscal years beginning after December 15, 2001 and,
generally, are to be applied prospectively. At this time, we cannot estimate the
effect of this statement on our financial position, results of operations, or
cash flows.

In April 2002, the FASB approved SFAS 145, Rescission of FASB Statements No. 4,
44 and 64, Amendment of SFAS 13, and Technical Corrections. SFAS 145 rescinds
previous accounting guidance, which required all gains and losses from
extinguishment of debt be classified as an extraordinary item. Under FAS 145
classification of debt extinguishment depends on the facts and circumstances of
the transaction. SFAS 145 is effective for fiscal years beginning after May 15,
2002.

Impact of Inflation

The Company cannot determine the precise effects of inflation. However, the
impact of general price inflation has not had a material adverse effect on the
results of the Company's operations.

                                       15

<PAGE>


Financial Statements
--------------------

Information with respect to Financial Statements appears on page F-1 of this
report. Such information is incorporated herein by reference.

Changes in and Disagreements with Accountants on Accounting and Financial
-------------------------------------------------------------------------
Disclosure
----------

None.


                                    PART III


Directors and Executive Officers
--------------------------------

Identification of Directors and Executive Officers

       Name                    Age                        Office
       ----                    ---                        ------

Robert E. Thrailkill            70             Chairman of the Board, President
                                               and Chief Executive Officer

Sherry L. Moore                 53             Secretary, Director and Chief
                                               Financial Officer

Robert J. Thrailkill            43             Director



Robert E. Thrailkill. Mr. Thrailkill has been President, Chief Executive Officer
and Director of the Company since its inception in February 1983. Mr. Thrailkill
previously served as Chairman of the Board, President and Chief Executive
Officer of Metro Capital Corporation, the Company's former parent corporation,
from February 1981 to December 1995 at which time there was a change in control.
Mr. Thrailkill's business background spans over 35 years of management
responsibility in privately and publicly-held companies.

Sherry L. Moore. Ms. Moore was appointed a Director of the Company in December
2001. Ms. Moore has served as Secretary of the Company since July 2000.
Previously, Ms. Moore served as Comptroller of the Company from November 1995 to
April 2000 and Comptroller of Metro Capital Corporation, the Company's former
parent corporation, from January 1987 to November 1995. Prior to joining Metro
Capital Corporation, she held various financial positions with other companies.

                                       16

<PAGE>


Robert J. Thrailkill. Mr. Thrailkill was appointed a Director of the Company in
November 1995. Previously, Mr. Thrailkill served as Vice President - Operations
of the Company from November 1995 to August 9, 1999 and Director of Operations
of Metro Capital Corporation from January 1989 to December 1995. Prior to
joining Metro Capital Corporation, he was employed in various supervisory and
managerial positions with other companies.

The directors of the Company are elected to hold office until the next annual
meeting of shareholders or until a successor has been elected and qualified.
Officers of the Company are elected annually by the Board of Directors and hold
office until their successors are duly elected and qualified. All of the
officers devote full time to the business of the Company.

No arrangement or understanding exists between any of the above directors and
officers pursuant to which any one of those persons were selected to such office
or position. None of the directors hold directorships in other companies.

Robert J. Thrailkill is the son of Robert E. Thrailkill.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors, certain officers and persons who own more than ten percent of the
outstanding common stock of the Company, to file with the Securities and
Exchange Commission reports of changes in ownership of the common stock of the
Company held by such persons. Officers, directors and greater than ten percent
shareholders are also required to furnish the Company with copies of all forms
they file under this regulation. To the Company's knowledge, based solely on a
review of the copies of such reports furnished to the Company and
representations that no other reports were required, all Section 16(a) filing
requirements applicable to all of its officers and directors were complied with
on a timely basis.

Executive Compensation
----------------------

Summary Compensation Table

The following table sets forth the compensation received by the Chief Executive
Officer for the years ended March 31, 2002, 2001 and 2000. No other executive
officer had total annual salary and bonus exceeding $100,000 for the year ended
March 31, 2002.

                                       17

<PAGE>
<TABLE>
<CAPTION>


                                                                             Long Term
      Name                               Annual Compensation                 Compensation Awards
      and                  --------------------------------------------   --------------------------
    Principal                                              Other Annual       Restricted     Options
    Position                Year        Salary     Bonus   Compensation   Stock Award ($)    SARS(#)
    --------               ------       -------    ------  ------------   ---------------    -------
<S>                         <C>         <C>        <C>     <C>      <C>    <C>                 <C>
Robert E. Thrailkill        2002        $145,000   $  --   $ 13,400 (2)    $    --             --
President, Chief            2001         145,000      --     41,000 (1)         --             --
Executive Officer           2000         145,000      --       --               --             --
and Director
--------------
     (1)  Consists of two issues of 20,000 restricted shares each as additional
          compensation with a fair market value of $.67 and $1.38 per share
          respectively.

     (2)  Consists of 20,000 restricted shares issued as additional compensation
          with a fair market value of $.67 per share.

Compensation of Directors

There are no current arrangements for the compensation of directors for services
rendered. There are no other arrangements whereby any of the Company's directors
received compensation for services as a director during fiscal 2002.

Employment Contracts and Termination of Employment and Change-in-Control
Arrangements.

In November 1995, a Management Agreement (the "Agreement") was entered into
between the Company, Robert E. Thrailkill, the Company's President, and the
Company's previous parent company. The Agreement is for a five-year term and is
renewable from year to year thereafter unless terminated previously by either
party. Under the Agreement, Mr. Thrailkill is paid an annual salary of $145,000,
which salary may be increased by the Board of Directors from time to time in
accordance with normal business practices of the Company; his expenses are
reimbursed in accordance with the Company's policies and procedures; he
participates in and receives established employee benefits and he is entitled to
participate in any future benefit made available by the Company to its
executives. The Agreement terminates upon death or disability and may be
terminated by the Company for cause (as defined in the Agreement). The Agreement
may also be terminated upon a breach of the Agreement, and in the event there is
a change in control of the Company (as defined in the Agreement). If the
Agreement is terminated because of a breach of the Agreement by the Company or a
change in control, the Company shall pay severance pay equal to the product of
(a) the annual salary rate in effect multiplied by (b) the greater of the number
of years (including partial years) remaining in the term of employment or the
number three. The Agreement provides that upon death, the Company shall pay an
amount equal to the annual salary; upon disability, the Company shall pay salary
for the balance of the term of the Agreement (less amounts paid by insurance) or
until the executive becomes gainfully employed, whichever is sooner; and, upon
termination for cause, the Company shall pay any salary due up to the
termination date.

                                       18
</TABLE>

<PAGE>


Security Ownership of Certain Beneficial Owners and Management
--------------------------------------------------------------

Security Ownership of Certain Beneficial Owners

The following table shows, as of May 31, 2002, those persons known by the
Company to be the beneficial owners of more than 5% of the Company's common
stock:

                                              Amount and Nature
                     Name and Address           of Beneficial         Percent
Title of Class       of Beneficial Owner          Ownership           of Class
--------------       -------------------      -----------------       --------
Common Stock         Robert E. Thrailkill          231,470             27.7%
                     716 College View Drive
                     Riverton, WY 82501


Security Ownership of Management

The following table shows, as of May 31, 2002, management's ownership of the
Company's common stock:

                                              Amount and Nature
                     Name and Address           of Beneficial         Percent
Title of Class       of Beneficial Owner          Ownership           of Class
--------------       -------------------     ----------------------   --------
Common Stock         Robert E. Thrailkill          231,470              27.7%
                     716 College View Drive
                     Riverton, WY 82501

Common Stock         Robert J. Thrailkill           28,438               3.4%
                     716 College View Drive
                     Riverton, WY 82501

Common Stock         Sherry L. Moore                10,625               1.3%
                     716 College View Drive
                     Riverton, WY  82501

Common Stock         All officers and directors
                     as a group (three persons)     270,533             32.4%


Certain Relationships and Related Transactions
----------------------------------------------

Certain Relationships

There were no transactions during the last two fiscal years, or proposed
transactions, in which the Company was or is to be a party with any director,
executive officer or any member of the immediate family of any director or
executive officer having a direct or indirect material interest of more than 10%
in any business or professional entity involved in such transactions.

                                       19

<PAGE>


Indebtedness of Management

 No officer or director of the Company has been indebted to the Company directly
 or indirectly during the last two fiscal years.


                                     PART IV


Exhibits and Reports on Form 8-K
--------------------------------

Exhibits

3.1   Articles of Incorporation and Bylaws. (1)

10.1  Management Agreement dated December 8, 1995 between American Rivers Oil
Company (formerly Metro Capital Corporation), Bishop Capital Corporation
(formerly Bishop Cable Communications Corporation) and Robert E. Thrailkill. (1)

10.5  Operating Agreement dated December 8, 1995 between American Rivers Oil
Company (formerly Metro Capital Corporation), Karlton Terry Oil Company and
Bishop Capital Corporation (formerly Bishop Cable Communications Corporation).
(2)

10.6  Voting Agreement dated December 8, 1995 between American Rivers Oil
Company (formerly Metro Capital Corporation), Karlton Terry Oil Company and
Bishop Capital Corporation (formerly Bishop Cable Communications Corporation).
(2)

10.7  Bishop Powers, Ltd. Limited Partnership Agreement dated October 15, 1993
between Bishop Capital Corporation (formerly Bishop Cable Communications
Corporation) as General Partner and Powers Golf LLC as Limited Partner. (2)

10.8  Z-H, Ltd. Limited Partnership Agreement dated October 15, 1993 between
Powers Golf LLC as General Partner and Bishop Capital Corporation (formerly
Bishop Cable Communications Corporation) as Limited Partner. (2)

10.9  Agreement of Bridger Creek Partnership dated December 31, 1990 between
Bishop Capital Corporation (successor to interest of Metro Capital Corporation)
and Mr. and Mrs. William N. Spratt. (2)

10.13 Creekside Apartments, LLLP, a Colorado limited liability limited
partnership dated October 28, 1999 between Wood Avenue Investment Co., LLC, a
Colorado limited liability company, as General Partner, Bishop Powers, Ltd., a
Colorado limited partnership, as Limited Partner and Wood Avenue Investment Co.,
LLC, as Limited Partner. (3)

                                       20

<PAGE>


10.14 Option Agreement dated October 28, 1999 between Bishop Powers, Ltd., a
Colorado limited partnership and Creekside Apartments, LLLP, a Colorado limited
liability limited partnership. (3)

10.15 Agreement for Sale and Purchase of Real Property dated June 15, 1999
between Z-H, Ltd., a Colorado limited partnership and Centrefund Development
(Colorado) Corp. (4)

10.16 Agreement for the Purchase and Sale of Commercial Real Estate dated
September 14, 1999 between Bishop Powers, Ltd., a Colorado limited partnership,
Bishop Capital Corporation as General Partner and Dillon Real Estate Co., Inc.,
a Kansas corporation. (4)

10.17 Agreement for the Purchase and Sale of Commercial Real Estate dated
October 15, 1999 between Bishop Powers, Ltd., a Colorado limited partnership,
Bishop Capital Corporation as General Partner and JH Foods Ltd., a Colorado
limited partnership. (4)

10.18 Employment Termination and Settlement Agreement dated August 9, 1999
between Bishop Capital Corporation, a Wyoming corporation and Robert J.
Thrailkill.

10.19 Agreement for the Purchase and Sale of Commercial Real Estate dated May
18, 2000 between Bishop Powers, Ltd., a Colorado limited partnership, Bishop
Capital Corporation as General Partner and AutoZone, Inc., a Nevada corporation.

10.20 Agreement for the Purchase and Sale of Commercial Real Estate dated
September 12, 2000 between Bishop Powers, Ltd., a Colorado limited partnership,
Bishop Capital Corporation as General Partner and Waffle House. (5)

10.21 Agreement for the Conveyance of Easement between Bishop Powers, Ltd., a
Colorado limited partnership, Bishop Capital Corporation, as General Partner and
the City of Colorado Springs, Colorado, a Home Rule City and Municipal
Corporation on behalf of its enterprise, Colorado Springs Utilities dated
September 29, 2000. (5)

21 Subsidiaries of the Registrant (2)

------------------------

     (1)  Incorporated by reference to exhibits filed with Registrant's Form
          10-SB Registration Statement filed with the Commission on December 11,
          1996.

     (2)  Incorporated by reference to exhibits filed with Registrant's Form
          10-SB/A Registration Statement filed with the Commission on March 17,
          1997.

     (3)  Incorporated by reference to exhibits filed with Registrant's
          quarterly report on Form 10-QSB for the quarter ended September 30,
          1998.

     (4)  Incorporated by reference to exhibits filed with Registrant's
          quarterly report on Form 10-QSB for the quarter ended September 30,
          1999.

     (5)  Incorporated by reference to exhibits filed with Registrant's
          quarterly report on Form 10-QSB for the quarter ended September 30,
          2000.

Reports on Form 8-K

None

                                       21

<PAGE>


                                   SIGNATURES


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

                                            BISHOP CAPITAL CORPORATION
                                            (Registrant)


Date: June 27, 2002                         By:  /s/  Robert E. Thrailkill
                                               -------------------------------
                                                      Robert E. Thrailkill
                                                      Chairman of the Board,
                                                      President and Chief
                                                      Executive Officer


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date indicated.


Date:  June 27, 2002                             /s/  Sherry L. Moore
                                                 -----------------------------
                                                      Sherry L. Moore
                                                      Director, Secretary, Chief
                                                      Financial Officer and
                                                      Principal Accounting
                                                      Officer

 Date: June 26, 2002                             /s/  Robert J.Thrailkill
                                                 -----------------------------
                                                      Robert J. Thrailkill
                                                      Director

                                       22

<PAGE>






                           Bishop Capital Corporation
                                and Subsidiaries

                        Consolidated Financial Statements
                             March 31, 2002 and 2001



<PAGE>



                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            PAGE
                                                                            ----

Independent Auditor's Report.................................................F-2

Consolidated Balance Sheet - March 31, 2002..................................F-3

Consolidated Statements of Income -
 For the Years Ended March 31, 2002 and 2001.................................F-4

Consolidated Statements of Changes in Stockholders' Equity -
 For the Years Ended March 31, 2002 and 2001.................................F-5

Consolidated Statements of Cash Flows -
 For the Years Ended March 31, 2002 and 2001.................................F-6

Notes to Consolidated Financial Statements...................................F-7


                                      F-1

<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



Board of Directors
Bishop Capital Corporation
Riverton, Wyoming


We have audited the accompanying consolidated balance sheet of Bishop Capital
Corporation and subsidiaries as of March 31, 2002, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for the
years ended March 31, 2002 and 2001. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Bishop Capital
Corporation and subsidiaries as of March 31, 2002, and the results of their
operations and their cash flows for the years ended March 31, 2002 and 2001, in
conformity with accounting principles generally accepted in the United States of
America.




/s/  HEIN + ASSOCIATES LLP
-----------------------------
     HEIN + ASSOCIATES LLP



Denver, Colorado
May 15, 2002

                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                             BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEET
                                           MARCH 31, 2002

                                               ASSETS
                                               ------


CURRENT ASSETS:
    <S>                                                                                 <C>
    Cash and equivalents                                                                $    96,644
    Restricted cash                                                                          10,450
    Marketable securities                                                                 1,131,007
    Receivables:
         Gas royalties                                                                       37,842
         Interest and other                                                                  26,245
    Prepaid expenses and other                                                               18,605
                                                                                        -----------
             Total current assets                                                         1,320,793
PROPERTY AND EQUIPMENT:
    Building                                                                                231,699
    Furniture and fixtures                                                                   72,459
    Vehicles and equipment                                                                   53,876
    Less accumulated depreciation                                                          (157,739)
                                                                                        -----------
             Net property and equipment                                                     200,295
                                                                                        -----------
OTHER ASSETS:
    Land under development                                                                  675,460
    Investment in limited partnership                                                       348,925
    Gas royalty interest, net of accumulated amortization of $870,335                       196,716
    Deferred income taxes                                                                    35,000
    Notes receivable                                                                        223,618
    Other assets, net                                                                        56,226
                                                                                        -----------
             Total other assets                                                           1,535,945
                                                                                        -----------
TOTAL ASSETS                                                                            $ 3,057,033
                                                                                        ===========
                                LIABILITIES AND STOCKHOLDERS' EQUITY
                                ------------------------------------
CURRENT LIABILITIES:
    Accounts payable and accrued expenses                                               $    64,355
    Current maturities of long-term debt                                                     97,231
    Deferred income taxes                                                                     9,000
    Payable to broker                                                                       125,010
                                                                                        -----------
             Total current liabilities                                                      295,596
LONG-TERM DEBT, less current maturities                                                     201,029
COMMITMENTS (Notes 6 and 10)
MINORITY INTEREST                                                                            64,522
STOCKHOLDERS' EQUITY:
    Preferred stock, no par value; 5,000,000 shares authorized, no shares issued               --
    Common stock, $.01 par value; 15,000,000 shares authorized; 948,355 shares issued         9,484
    Treasury stock, 111,333 shares, at cost                                                (159,710)
    Capital in excess of par value                                                        2,290,599
    Retained earnings                                                                       355,513
                                                                                        -----------
             Total stockholders' equity                                                   2,495,886
                                                                                        -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $ 3,057,033
                                                                                        ===========


                 See accompanying notes to these consolidated financial statements.

                                                F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                     BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF INCOME


                                                              FOR THE YEARS ENDED
                                                                   MARCH 31,
                                                          --------------------------
                                                              2002           2001
                                                          -----------    -----------

<S>                                                       <C>            <C>
REAL ESTATE SALES                                         $   575,272    $ 1,240,648
COST OF REAL ESTATE SALES                                     492,028        505,983
                                                          -----------    -----------
GROSS PROFIT ON REAL ESTATE SOLD                               83,244        734,665

COSTS AND EXPENSES:
    General and administrative                                461,797        423,320
    Depreciation and amortization                              16,162         13,386
                                                          -----------    -----------
                                                              477,959        436,706
                                                          -----------    -----------

INCOME (LOSS) FROM OPERATIONS                                (394,715)       297,959

OTHER INCOME (EXPENSE):
    Gas royalties, net of amortization of $13,344             160,027        386,997
    Interest income                                            48,899         11,366
    Dividend income                                            29,453         21,628
    Rental income                                              29,605         30,911
    Net gain (loss) on sale of marketable securities          (77,105)        30,511
    Net unrealized gain (loss) on marketable securities       (24,257)      (423,019)
    Equity in limited partnership income (loss)               643,928         (1,006)
    Interest expense                                          (28,300)       (29,536)
    Sale of sewer easement                                       --          114,565
    Other                                                         250           --
                                                          -----------    -----------

INCOME BEFORE INCOME TAXES                                    387,785        440,376

Income tax (provision) benefit:
    Deferred                                                 (134,000)       160,000
                                                          -----------    -----------
                                                              253,785        600,376

MINORITY INTEREST IN INCOME OF PARTNERSHIP                    (26,413)      (152,383)
                                                          -----------    -----------

NET INCOME                                                $   227,372    $   447,993
                                                          ===========    ===========

EARNINGS PER SHARE (BASIC AND DILUTED)                    $       .27    $       .50
                                                          ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (BASIC
 AND DILUTED)                                                 844,000        893,000
                                                          ===========    ===========


         See accompanying notes to these consolidated financial statements.

                                         F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                            BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                            FOR THE YEARS ENDED MARCH 31, 2002 AND 2001


                                      COMMON STOCK                TREASURY STOCK
                               -------------------------   --------------------------     CAPITAL IN
                                 NUMBER OF                   NUMBER OF                    EXCESS OF     RETAINED
                                  SHARES        AMOUNT        SHARES         AMOUNT       PAR VALUE     EARNINGS         TOTAL
                               -----------   -----------   -----------    -----------    -----------   -----------    -----------
<S>                                <C>       <C>                <C>       <C>            <C>           <C>            <C>
BALANCES, April 1, 2000            878,355   $     8,784        (3,561)   $    (2,820)   $ 2,217,599   $  (319,852)   $ 1,903,711

  Purchase of treasury stock          --            --         (29,567)       (59,134)          --            --          (59,134)
  Stock bonus                       40,000           400          --             --           40,600          --           41,000
  Net income                          --            --            --             --             --         447,993        447,993
                               -----------   -----------   -----------    -----------    -----------   -----------    -----------

BALANCES, March 31, 2001           918,355         9,184       (33,128)       (61,954)     2,258,199       128,141      2,333,570

  Purchase of treasury stock          --            --         (78,205)       (97,756)          --            --          (97,756)
  Stock bonus                       30,000           300          --             --           32,400          --           32,700
  Net income                          --            --            --             --             --         227,372        227,372
                               -----------   -----------   -----------    -----------    -----------   -----------    -----------

BALANCES, March 31, 2002           948,355   $     9,484      (111,333)   $  (159,710)   $ 2,290,599   $   355,513    $ 2,495,886
                               ===========   ===========   ===========    ===========    ===========   ===========    ===========


                                See accompanying notes to these consolidated financial statements.

                                                               F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                             BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                               FOR THE YEARS ENDED
                                                                                    MARCH 31,
                                                                             ----------------------
                                                                                2002         2001
                                                                             ---------    ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
     <S>                                                                     <C>          <C>
     Net income                                                              $ 227,372    $ 447,993
     Adjustments to reconcile net income to net cash provided by (used in)
         operating activities:
             Minority interest                                                  26,413      152,383
             Depreciation and amortization                                      16,162       10,881
             Deferred income taxes                                             143,000     (160,000)
             Common stock issued to employees for compensation                  32,700       41,000
             Equity in limited partnership income                             (643,928)       1,006
             Net (gain) loss on sale of marketable securities                   77,105      (30,511)
             Net change in unrealized (gain) loss on marketable securities     (24,257)     423,019
             Changes in operating assets and liabilities:
                 (Increase) decrease in:
                      Restricted cash                                          234,067     (244,517)
                      Marketable securities                                   (669,616)    (355,239)
                      Gas royalties receivable                                  63,381      (83,363)
                      Interest and other receivables                            (2,263)     (22,255)
                      Prepaid expenses and other                                (2,807)       7,864
                      Land under development                                   151,255      (75,947)
                      Gas royalty interest                                      13,344       13,344
                 Increase (decrease) in:
                      Accounts payable and accrued expenses                    (28,286)     (78,297)
                      Deferred revenue                                        (575,272)     575,272
                      Payable to broker                                           (867)      43,758
                      Tax liabilities                                           (9,000)        --
                                                                             ---------    ---------
             Net cash provided by (used in) operating activities              (971,497)     666,391
CASH FLOWS FROM INVESTING ACTIVITIES:
     Funds advanced under notes receivable                                    (135,000)     (65,000)
     Proceeds from sales of marketable securities                              244,128       36,574
     Proceeds from collection of notes receivable                                7,785        5,660
     Purchase of property and equipment                                        (51,951)      (4,886)
     Distribution from limited partnership                                     570,000         --
     Other                                                                       2,548       10,550
                                                                             ---------    ---------
             Net cash provided by (used in) investing activities               637,510      (17,102)
CASH FLOWS FROM FINANCING ACTIVITIES:
     Distributions to minority limited partners                                (42,880)    (104,316)
     Proceeds from borrowings                                                   85,000         --
     Principal payments on borrowings                                          (11,279)     (10,399)
     Treasury stock acquired                                                   (97,756)     (59,134)
                                                                             ---------    ---------
             Net cash used in financing activities                             (66,915)    (173,849)
                                                                             ---------    ---------
NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                               (400,902)     475,440
CASH AND EQUIVALENTS, beginning of year                                        497,546       22,106
                                                                             ---------    ---------
CASH AND EQUIVALENTS, end of year                                            $  96,644    $ 497,546
                                                                             =========    =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                  $  27,923    $  29,625
                                                                             =========    =========
     Cash paid for taxes                                                     $  11,000    $    --
                                                                             =========    =========
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITY:
     Purchase of vehicle through trade-in                                    $  20,418    $    --
                                                                             =========    =========


                 See accompanying notes to these consolidated financial statements.

                                                 F-6
</TABLE>

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.   ORGANIZATION AND NATURE OF OPERATIONS:
     -------------------------------------

     Nature of Operations - Bishop Capital Corporation (the "Company"), formerly
     known as Bishop Cable Communications Corporation, was originally
     incorporated under the laws of the State of Colorado on February 22, 1983
     and reincorporated under the laws of the State of Wyoming on June 2, 1992.
     On November 22, 1995, the Company changed its name to Bishop Capital
     Corporation.

     Prior to June 20, 1997, the Company was a wholly-owned subsidiary of
     American Rivers Oil Company (AROC). On November 18, 1996, AROC's Board of
     Directors authorized a spin-off distribution of the Company's common stock
     as a partial liquidating dividend to AROC's common shareholders (excluding
     AROC's Class B common shareholders). The distribution, which occurred on
     June 20, 1997, was on the basis of one share of the Company's common stock
     for four shares of AROC's common stock.

     The Company is primarily engaged in the development and sale of real estate
     and has a royalty interest in a natural gas property.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:
     ------------------------------------------

     Principles of Consolidation - The Company's subsidiaries consist of Bishop
     Powers, Ltd. and Bridger Creek Partnership in which the Company holds
     general partner interests of 81% and 80%, respectively. The accompanying
     financial statements include the accounts of the Company and both
     majority-owned partnerships. All material intercompany transactions and
     accounts have been eliminated in consolidation.

     Property and Equipment - Property and equipment is stated at cost.
     Depreciation is provided by the straight-line method over estimated useful
     lives of 3 to 31 years.

     Maintenance and repairs are charged to expense as incurred, and
     expenditures for major improvements are capitalized. When assets are
     retired or otherwise disposed of, the property accounts are relieved of
     costs and accumulated depreciation, and a gain or loss is recognized.

     Land Under Development - Costs that clearly relate to land development
     projects are capitalized. Costs are allocated to project components by the
     specific identification method whenever possible. Otherwise, acquisition
     costs are allocated based on their relative fair value before development,
     and development costs are allocated based on their relative sales value.

     Impairment of Long-Lived Assets - The Company periodically compares the net
     carrying value of long-lived assets to the related estimates of
     undiscounted future cash flows for such assets. If the net carrying value
     exceeds the estimated cash flows, then impairment will be recognized to
     reduce the carrying value to the estimated fair value.

     Gas Royalty Interest - The gas royalty interest is being amortized
     utilizing the straight-line method over an estimated life of 20 years.

     Cash Equivalents - The Company considers all highly liquid debt instruments
     purchased with an original maturity of three months or less to be cash
     equivalents.

                                      F-7

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     Marketable Securities - Management determines the appropriate
     classification of its investments at the time of acquisition and
     re-evaluates such determination at each balance sheet date. Trading
     securities are carried at fair value, with unrealized holding gains and
     losses included in earnings. Realized gains and losses on all securities
     are based on average costs.

     Investments - The Company's 19% ownership interest in a limited partnership
     (Z-H Ltd., LLLP), is stated at cost, adjusted for its share of income or
     losses incurred.

     Income Taxes - The Company accounts for income taxes under the liability
     method, which requires recognition of deferred tax assets and liabilities
     for the expected future tax consequences of events that have been included
     in the financial statements or tax returns. Under this method, deferred tax
     assets and liabilities are determined based on the difference between the
     financial statement and tax bases of assets and liabilities using enacted
     tax rates.

     Revenue Recognition - Sales of real estate generally are accounted for
     under the full accrual method. Under that method, gain is not recognized
     until the collectibility of the sales price is reasonably assured and the
     earnings process is virtually complete. When a sale does not meet the
     requirements for income recognition, gain is deferred until those
     requirements are met. Sales of real estate are accounted for under the
     percentage-of-completion method when the Company has material obligations
     under sales contracts to provide improvements after the property is sold.
     Under the percentage-of-completion method, the gain on sale is recognized
     as the related obligations are fulfilled.

     Stock-Based Compensation - The Company accounts for stock-based
     compensation issued to employees using the intrinsic value method
     prescribed in Accounting Principles Board Opinion No. 25, Accounting for
     Stock Issued to Employees, and related interpretations. The Company has
     never issued any stock options, warrants or similar instruments.
     Compensation cost for stock options granted to employees will be measured
     as the excess, if any, of the quoted market price of the Company's common
     stock at the measurement date (generally, the date of grant) over the
     amount an employee must pay to acquire the stock.

     Stock-based compensation issued to non-employees will be accounted for by
     the fair value method as prescribed by Statement of Financial Accounting
     Standards (SFAS) No. 123, Accounting for Stock-Based Compensation. SFAS No.
     123 encourages, but does not require, companies to recognize compensation
     expense for grants of stock, stock options, and other equity instruments to
     employees based on fair value. Companies that do not adopt the fair value
     accounting rules must disclose the impact of adopting the new method in the
     notes to the financial statements. Transactions in equity instruments with
     non-employees for goods or services must be accounted for by the fair value
     method. The Company has elected not to adopt the fair value accounting
     prescribed by SFAS No. 123 for employees, and will be subject only to the
     disclosure requirements prescribed by SFAS No. 123.

     Accounting Estimates - The preparation of financial statements in
     conformity with generally accepted accounting principles requires
     management to make estimates and assumptions that affect the amounts
     reported in the financial statements and the accompanying notes. The actual
     results could differ from those estimates.

                                      F-8

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     The Company's financial statements are based on a number of significant
     estimates, including the amortization period for the gas royalty interest,
     realizability of the carrying value of land under development and the
     limited partnership investment discussed in Note 5. The Company's estimates
     are expected to change as additional information becomes available.

     Earnings Per Share - Earnings per share is presented in accordance with the
     provisions of SFAS No. 128, Earnings Per Share, which requires disclosure
     of basic earnings per share (EPS) and diluted EPS. Basic EPS is computed by
     dividing net income or loss by the weighted average number of common shares
     outstanding for the period. Diluted EPS reflects the potential dilution
     that could occur if securities or other contracts to issue common stock
     were exercised or converted into common stock and resulted in the issuance
     of common stock. Basic and diluted EPS are the same for all periods
     presented since no potential common shares are outstanding.

     Recent Accounting Pronouncements - In June 2001, the Financial Accounting
     Standards Board ("FASB") issued Statements of Financial Accounting
     Standards No. 141 "Business Combinations" ("SFAS 141") and No. 142
     "Goodwill and Other Intangible Assets" ("SFAS 142"). SFAS 141 requires all
     business combinations initiated after June 30, 2001 to be accounted for
     under the purchase method. For all business combinations for which the date
     of acquisition is after June 30, 2001, SFAS 141 also establishes specific
     criteria for the recognition of intangible assets separately from goodwill
     and requires unallocated negative goodwill to be written off immediately as
     an extraordinary gain, rather than deferred and amortized. SFAS 142 changes
     the accounting for goodwill and other intangible assets after an
     acquisition. The most significant changes made by SFAS 142 are: 1) goodwill
     and intangible assets with indefinite lives will no longer be amortized; 2)
     goodwill and intangible assets with indefinite lives must be tested for
     impairment at least annually; and 3) the amortization period for intangible
     assets with finite lives will no longer be limited to forty years. The
     Company does not believe that the adoption of these statements will have a
     material effect on its financial position, results of operations, or cash
     flows.

     In June 2001, the FASB also approved for issuance SFAS 143 "Asset
     Retirement Obligations." SFAS 143 establishes accounting requirements for
     retirement obligations associated with tangible long-lived assets,
     including (1) the timing of the liability recognition, (2) initial
     measurement of the liability, (3) allocation of asset retirement cost to
     expense, (4) subsequent measurement of the liability and (5) financial
     statement disclosures. SFAS 143 requires that an asset retirement cost
     should be capitalized as part of the cost of the related long-lived asset
     and subsequently allocated to expense using a systematic and rational
     method. The Company will adopt the statement effective no later than
     January 1, 2003, as required. The transition adjustment resulting from the
     adoption of SFAS 143 will be reported as a cumulative effect of a change in
     accounting principle. At this time, the Company cannot reasonably estimate
     the effect of the adoption of this statement on its financial position,
     results of operations, or cash flows.

     In October 2001, the FASB also approved SFAS 144, Accounting for the
     Impairment or Disposal of Long-Lived Assets. SFAS 144 replaces SFAS 121,
     Accounting for the Impairment of Long-Lived Assets and for Long-Lived
     Assets to Be Disposed Of. The new accounting model for long-lived assets to
     be disposed of by sale applies to all long-lived assets, including
     discontinued operations, and replaces the provisions of APB Opinion No. 30,
     Reporting Results of Operations-Reporting the Effects of Disposal of a
     Segment of a Business, for the disposal of segments of a business.
     Statement 144 requires that those long-lived assets be measured at the
     lower of carrying amount or fair value less cost to sell, whether reported

                                      F-9

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     in continuing operations or in discontinued operations. Therefore,
     discontinued operations will no longer be measured at net realizable value
     or include amounts for operating losses that have not yet occurred.
     Statement 144 also broadens the reporting of discontinued operations to
     include all components of an entity with operations that can be
     distinguished from the rest of the entity and that will be eliminated from
     the ongoing operations of the entity in a disposal transaction. The
     provisions of Statement 144 are effective for financial statements issued
     for fiscal years beginning after December 15, 2001 and, generally, are to
     be applied prospectively. At this time, the Company cannot estimate the
     effect of this statement on its financial position, results of operations,
     or cash flows.

     In April 2002, the FASB also approved SFAS 145, Rescission of FASB No. 4,
     44 and 64, Amendment of FASB 13, and Technical Corrections. This statement
     clarifies, updates and simplifies existing accounting pronouncements
     related to gain and losses on extinguishments of debt and lease
     modifications, among other items. The Company does not believe that the
     adoption of this statement will have a material effect on its financial
     position, results of operations or cash flow.

3.   MARKETABLE SECURITIES:
     ----------------------

     The cost and estimated fair market value of trading securities at March 31,
     2002, are as follows:

                                                           Fair         Net
                                                          Market     Unrealized
                                              Cost         Value     Gain (Loss)
                                           ----------   ----------   ----------
         Redeemable preferred securities   $  845,480   $  827,770   $  (17,710)
         Equity securities                    278,124      303,236       25,112
                                           ----------   ----------   ----------

                                           $1,123,604   $1,131,006   $    7,402
                                           ==========   ==========   ==========


     At March 31, 2002, the Company's investment in equity securities included
     one security with a fair value of $102,000. The Company also had
     investments in three redeemable preferred securities with fair values of
     $196,000, $194,000 and $152,000.

4.   GAS ROYALTY INTEREST:
     --------------------

     In December 1990, the Company purchased a royalty interest in certain gas
     properties located in Wyoming for approximately $1,067,000. At March 31,
     2002, the net carrying value of this interest amounts to $196,716. Revenues
     related to this royalty interest are affected by local gas transportation,
     processing, and marketing arrangements. Reserve disclosures related to the
     gas royalty interest are not presented because the information is
     unavailable from the operator of the properties.

                                      F-10

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     In connection with the purchase, the Company formed a tax partnership
     (Bridger Creek Partnership), which allocates to the Company, as general
     partner, the first $40,000 of annual cash flow from the partnership and 80%
     of annual cash flow in excess of $40,000. After the Company receives
     cumulative cash flow of $1,050,000 plus interest at prime adjusted
     semi-annually, the Company will be entitled to 60% of the annual cash flow
     of the partnership. For the year ended March 31, 2002, general partner and
     limited partner distributions were $211,526 and $42,880; respectively.

5.   NOTES RECEIVABLE:
     ----------------

                                                                       2001
                                                                    ----------

         Note receivable, related party, principal and
         interest due upon completion of project
        (expected completion date of August 2003),
         interest rate of 5.75% per annum                           $  215,000
         Other                                                           8,618
                                                                    ----------
                                                                    $  223,618


6.   LAND DEVELOPMENT PARTNERSHIPS:
     -----------------------------

     General Partnership Interest - In October 1993, the Company became the
     general partner of a limited partnership to develop or sell 55 acres of
     undeveloped real estate. The Company contributed $250,000 cash for its 81%
     general partnership interest. The remaining 19% interest is held by the
     limited partners who are the general partners in the partnership described
     below. The Company was allocated 100% of the income and losses until it had
     been paid $700,000, after which the allocation is apportioned according to
     ownership interests. At March 31, 2002, general partner and limited partner
     distributions were allocated as $396,010 and $0; respectively. As of March
     31, 2002, the Partnership's activities were focused on the development of
     four commercial pad sites on approximately 5 acres of a 30-acre parcel.
     Three of the pad sites under development were sold during the year ended
     March 31, 2001. Accordingly, $575,272 of revenue was deferred at March 31,
     2001, as additional development work was required under these sales
     contracts. Additionally, a previously developed pad was sold for which no
     profit was deferred. No pad sites were sold during the year ended March 31,
     2002.

     In connection with the real estate sales, the Company used the
     percentage-of-completion method to determine the amount of gross profit to
     be recognized for the years ended March 31, 2002 and 2001, as follows:

                                                         2002          2001
                                                      ----------    ----------

          Sales of real estate                        $  575,272    $1,240,648
          Less cost of real estate sold                  492,028       505,983
                                                      ----------    ----------
             Gross profit on sales of real estate     $   83,244    $  734,665
                                                      ==========    ==========

                                      F-11

<PAGE>
<TABLE>
<CAPTION>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     Limited Partnership Interest - The Company also became a limited partner in
     a limited partnership, which purchased approximately 35 acres of
     undeveloped land adjacent to the land mentioned above. The partnership
     constructed a golf driving range, miniature golf, and batting facility
     which was completed in July 1994. The Company contributed $350,000 cash for
     its 19% partnership interest, which is reported under the equity method of
     accounting. In July 1997, the general partner (Seller) entered into an
     Agreement of Purchase and Sale of Leasehold with an unrelated third party
     (Purchaser) for the sale of all improvements, buildings, and fixtures for
     $71,500 cash, $100,000 of Purchaser's restricted common stock and
     assumption by Purchaser of approximately $887,000 of debt. The closing of
     the transaction occurred in October 1997. In connection with the real
     property, the parties entered into a 25-year Ground Lease (the "Lease")
     whereby the Purchaser will pay annual rents aggregating $3,909,000 over the
     Lease term. On June 15, 1999, the general partner of Z-H, Ltd. (Seller)
     entered into an Agreement for Sale and Purchase (the "Agreement") with an
     unrelated third party (Purchaser) for the sale of the real property,
     currently subject to the Ground Lease (the "Lease") for $4,400,000 cash. On
     May 31, 2000, the Purchaser was given a six-month extension on the
     Agreement postponing the closing date until May 1, 2001. With the payment
     of an additional $25,000 in earnest money on April 25, 2001, the Agreement
     was amended postponing the closing date to August 15, 2001 or such earlier
     date as the parties may mutually agree. The $75,000 of earnest money
     previously paid was escrowed and became non-refundable, although still
     applicable to the purchase price. The Amendment also provided for
     additional monthly extensions with the payment of non-refundable extension
     fees that are not applicable to the purchase price. The fees for the first
     two extensions are $10,000 each, the second two extension fees are $20,000
     each and the fee for the final extension is $30,000. The sale of the real
     property closed in February 2002 resulting in an immediate liquidation of
     the Partnership. In March 2002, the General Partners distributed
     $3,000,000, of which the Company received $570,000. The remaining assets
     are to be liquidated subsequent to March 31, 2002 and final distributions
     made after payment of any outstanding liabilities.

     Following is a summary of condensed financial information pertaining to
     this limited partnership:

          Balance sheet data at March 31, 2002:
                  Current assets                                         $  986,000
                  Noncurrent assets                                         104,000
                  Notes payable - general partners                         (310,000)

                                                                              Years Ended March 31,
                                                                         ----------------------------
                                                                            2002              2001
                                                                         ----------        ----------
          Operations data:
                 <S>                                                     <C>               <C>
                  Revenue                                                $   97,214        $  127,000
                  Costs and expenses                                       (520,301)         (162,000)
                  Other income (expense)                                  4,245,855            30,000
                                                                         ----------        ----------
                  Net income (loss)                                      $3,822,768        $   (5,000)
                                                                         ==========        ==========

                  Company's equity in limited partnership
                       income (loss)                                        726,349            (1,006)
                  Write-down of investment to net realizable value          (75,000)             --
                                                                         ----------        ----------
                                                                         $  651,349        $   (1,006)
                                                                         ==========        ==========

                                                F-12

</TABLE>

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     The land owned by the partnerships discussed above is located in Colorado
     Springs, Colorado and, accordingly, the value of these properties is
     directly affected by local economic and operating conditions. At March 31,
     2002, there is a difference of approximately $202,000 between the carrying
     value of the Company's investment and its 19% interest in the net assets
     and liabilities of the limited partnership. This difference is primarily
     attributable to the difference between the profit sharing allocation and
     initial capital contributions by partners.

7.   BENEFIT PLAN:
     ------------

     Pension Plan - The Company has a pension plan (the "Plan"). Eligible
     employees may make voluntary contributions to the Plan; however, employee
     contributions are limited as specified in the Plan.

     The Company, at its discretion, may make additional contributions to the
     Plan. The Company made contributions of $29,309 and $36,235 for 2002 and
     2001, respectively.


8.   LONG-TERM DEBT:
     --------------

     In December 1998, the Company obtained a $250,000 line-of-credit which is
     collateralized by the Company's building. Principal and interest (at 8.25%
     per annum) payments are due monthly and the line-of-credit matures in
     December 2003.

     In December 2001, the Company entered into a note agreement for $85,000,
     which is uncollateralized. Interest (at 6.25% per annum) payments are due
     monthly and the principal, plus any unpaid interest, are due in June 2002.

     The following is a schedule of future principal payments as of March 31,
     2002:

                Year Ending March 31,

                        2003                                  $    97,231
                        2004                                      201,029
                                                              -----------
                                                              $   298,260
                                                              ===========

                                      F-13

<PAGE>
<TABLE>
<CAPTION>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



9.   INCOME TAXES:
     ------------

     Income tax expense differs from the amounts computed using the statutory
     rate of 34% as follows:


                                                                        Years Ended March 31,
                                                                      ------------------------

                                                                         2002          2001
                                                                      ----------    ----------
               <S>                                                    <C>           <C>
               Computed tax expense at the expected statutory rate    $  123,000    $   98,000
               State income taxes, net of Federal benefit                 13,000        11,000
               Utilization of NOL carryforwards                             --         (61,000)
               Change in valuation allowance                              (1,000)     (208,000)
                                                                      ----------    ----------
                       Income tax expense (benefit)                   $  135,000    $ (160,000)
                                                                      ==========    ==========

     The tax effects of temporary differences that give rise to significant
     portions of deferred tax assets and liabilities as of March 31, 2002, are
     presented below:

               Deferred tax assets:
                       Depletion carryforward                         $   71,000
                       Net operating loss carryforwards                   73,000
                                                                      ----------
                              Total deferred tax assets                  144,000

               Deferred tax liabilities:
                       Tax Partnership activity                          109,000
                       Net unrealized gain on marketable securities        2,000
                       Other                                               7,000
                                                                      ----------
                              Total deferred tax liabilities             118,000
                                                                      ----------

                              Net deferred tax asset                  $   26,000
                                                                      ==========


     As of March 31, 2002, Bishop has a net operating loss carryforward for
     Federal income tax purposes of approximately $115,000, net of $81,000,
     which is subject to limitations under IRS Section 382 as a result of the
     spin-off discussed in Note 1. If not previously utilized, these
     carryforwards will expire by 2020.

                                      F-14
</TABLE>

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



10.  COMMITMENTS:
     -----------

     In October 1998, the Company entered into a limited partnership agreement
     with an unrelated third party to develop and construct a 328 unit apartment
     complex (the "Project"). The Company contributed $4,000 towards the project
     during the year ended March 31, 1999. The estimated cost for the Project is
     $28,500,000 of which $27,300,000 is anticipated to be financed by a
     non-recourse loan from the U.S. Department of Housing and Urban Development
     or any other third party lender. The Company will be required to contribute
     the land valued at $1,600,000 (costing approximately $38,000) for an 80%
     limited partner interest. The unrelated third party will be required to
     contribute $400,000 of services for the remaining 20% limited partner
     interest and will also be the general partner. In addition, the limited
     partners may be required to loan the partnership up to $400,000 each. In
     January 1999, the Company and the other limited partner each loaned $15,000
     to the partnership for costs associated with the rezoning process which was
     completed in the fiscal year 2000. In fiscal year 2002 and 2001, the
     Company and the other limited partner each loaned an additional $135,000
     and $65,000, respectively, for a total to date of $215,000 each to the
     Partnership for costs associated with land development expenses.

     Effective December 1995, the Company entered into a five-year employment
     agreement (the "Agreement") with the Company's president (the "Executive"),
     which provides for minimum annual compensation of $145,000 plus employee
     benefits. On the last day of September of each year thereafter, the term of
     the Agreement shall be automatically extended an additional year unless,
     prior to such last day of September, the Company or the Executive shall
     have delivered written notice that the term of employment will not be
     extended. The Agreement may be terminated by the Company only upon the
     death or disability of the Executive or for cause. If the Executive is
     terminated without cause, the Company would be required to pay as severance
     pay an amount equal to the Executive's salary in effect as of the date of
     termination multiplied by the greater number of years remaining in the term
     of employment or the number three.

11.  FINANCIAL INSTRUMENTS:
     ---------------------

     SFAS No. 107 requires the Company to disclose the fair value of certain
     financial instruments in its financial statements. Accordingly, at March
     31, 2002, management's best estimate is that the carrying amount of cash
     and equivalents, notes and other receivables, accounts payable, notes
     payable, accrued expenses, and payable to broker, approximates fair value
     due to the short maturity of these instruments or the interest rate
     approximates the Company's effective borrowing rate.

12.  RELATED PARTY TRANSACTIONS:
     --------------------------

     The Company made income distributions totaling $42,880 and $104,314 to
     limited partners during the years ended March 31, 2002 and 2001. The
     Company also purchased treasury shares from a former director for $59,126
     during February of 2001.

                                      F-15

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



13.  STOCK-BASED COMPENSATION:
     ------------------------

     During the year ended March 31, 2002 and 2001, the Company issued 30,000
     and 40,000 shares, respectively, of its common stock to employees of the
     Company for services performed on behalf of the Company. The Company
     recognized a charge to operations for the fair value of these shares of
     $32,700 and $41,000 for the year ended March 31, 2002 and 2001,
     respectively.


                                      F-16