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, 2000

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 office                        (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, 2000 were $21,244.

The aggregate market value of the voting stock held by non-affiliates as of June
7, 2000 was $436,335.

The number of shares outstanding of the issuer's Common Stock as of June 7, 2000
was 874,794.

Documents incorporated by reference:  None

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

<PAGE>

                                     Part I


Item 1.   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, 2000.

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 will be
allocated 100% of the income and losses until it has been paid $600,000 plus
interest thereon at 8% per annum (not to exceed $100,000) after which the income
and losses will be allocated 81% to the Company and 19% to the limited partners.
The Company, as general partner, has exclusive management of the partnership.


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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. The
development plan for the 35 acre parcel is a combination of commercial pad sites
on 17 acres and an apartment complex on the remaining 18 acres.

In October 1998, the Company entered into a limited partnership agreement
(Creekside Apartments, LLLP) with an unrelated third party to develop and
construct a 326 unit apartment complex (the "Project"). The Project is 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. The
estimated cost of the Project is $20,000,000 of which $18,000,000 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 land will be contributed
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
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. In addition, the limited
partners may be required to loan the partnership up to $100,000 each. As of
March 31, 2000, the Company had advanced funds of $15,000 to the partnership for
costs associated with the rezoning process.

     (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.

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

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<PAGE>

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.
Subsequent to March 31, 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. The transaction is scheduled for
closing on December 1, 2000 or such earlier date as the parties may mutually
agree.

At March 31, 2000, the net carrying value of the Company's 19% interest in Z-H,
Ltd., LLLP is $268,582.

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 sold one lot leaving 11 lots
available for sale at March 31, 2000.

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

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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 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.

External Risk Factors

The success of the Company depends, among other factors, upon national and local
trends of the economy, including interest rates, construction costs,
governmental regulations and legislation, including environmental requirements,
real estate fluctuations, retailing trends, population trends, zoning laws,
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.

Permanent Easement Negotiations

The City of Colorado Springs, Colorado (the "City") is currently negotiating
with the Company regarding the City's proposed acquisition of a 20 foot
permanent easement for a new sewer line on undeveloped property owned by the
Company. The proposed permanent easement, of which a major portion lies on the
western boundary of the undeveloped property that borders a drainage channel,
would approximate 1.6 acres. The City and the Company each engaged an
independent real estate appraiser to complete an appraisal on the affected
property. The fee for the Company's real estate appraisal was paid by the City.
Based on the real estate appraisals, the Company and the City have agreed on a
proposed compensation of $125,533 for the permanent easement subject to the
resolution of certain other matters affecting the Company's remaining
undeveloped property. No prediction can be given as to when or how this matter
will ultimately be concluded. Accordingly, no amounts have been accrued in the
accompanying financial statements. Management believes that the proposed
compensation for the easement is in excess of its carrying value.

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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, 2000, the net carrying value of this interest was
$223,404.

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 two 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. A third Madison well was completed in June
1997. 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,
is shut-in until a pipeline to the plant is completed. There are three
additional Madison well sites proposed for drilling. 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.

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 along with
the two existing plants will have the capacity to process 300 million cubic feet
of sour gas per day.

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,

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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.

Item 2.  Description of Property
         -----------------------

The Company's principal properties consist of approximately 44 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, 2000.

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 development. 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. Population forecasts for the year
2000 reflect a 20% increase over 1990 which is a conservative 2% annualized
growth rate. Several new retail development centers and residential areas north
and east of the Company's property have been constructed or are in the planning
stages. 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 20 acre parcel called "The Crossing at Palmer Park
Center" and 17 acres called "Creekside Center at Galley" of a 35 acre parcel.
The remaining 18 acres will be contributed to a partnership that will develop
and manage a 326 unit apartment complex ("Creekside Apartments").

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<PAGE>

The Crossing at Palmer Park Center

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 three
lots in fiscal year 1998 ($1,068,600) and one in fiscal year 1999 ($258,000).
The fifth lot remains unsold.

In fiscal year 1999, the Company's Concept Plan for the remaining 15 acres,
along with a final plat for one lot (1.65 acres), were approved by the
appropriate governmental authorities. The costs for the on-site and off-site
development work were approximately $374,000. The Company closed on the sale of
the one lot for $300,000 in fiscal year 1999.

Subsequent to March 31, 2000, the Company entered into a sale agreement to sell
1.0 acre to AutoZone, Inc. for $440,000 for an automotive parts, supplies and
accessories store. The closing of the sale will occur on or before 120 days
following the effective date of May 24, 2000. The lot, which was previously
platted, has access to all improvements (roadway, utilities, etc.) which were
constructed in the prior fiscal year. Accordingly, the Company does not
anticipate expending any funds for development costs relating to this sale.

The western boundary of the remaining 14 acres of undeveloped 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 $300,000.

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 Drainage Board's December 31, 1999 approve payment list reflects
approximately $1,000,000 of reimbursement requests payable to other companies
prior to the Company receiving any reimbursement. The Company utilized $11,500
of their credits to offset certain fees associated with their plat filings and
assigned credits totaling $68,500 to unrelated third-parties for discounted net
cash proceeds of $50,700 that were credited against capitalized land development
costs. No assurance can be made that theCompany will ultimately receive any

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funds for the remaining balance of $301,000 and, accordingly, no amounts have
been accrued in the accompanying financial statements.

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. In September 1999 the Company entered into
a sale agreement to sell 1.5 acres to Dillon Real Estate Co., Inc. ("Dillon")
for $658,892 for a convenience store with retail gas installations. The sale
closed in April 2000 and $360,000 of the net proceeds was escrowed for off-site
and on-site improvements. The Company received the remaining net proceeds of
$199,790.

In October 1999 the Company entered into a sale agreement to sell .84 acre to JH
Foods, Ltd. ("JH") for $367,220 for a fast food hamburger establishment. The
closing of the sale will occur when the purchaser's development plan is approved
by the appropriate governmental authorities.

The estimated costs for the Phase I development work consisting of grading,
utilities, storm sewer, paving and curb and gutter are approximately $300,000.
The Company has engaged an engineering firm to prepare construction bid
documents for these improvements. Since the off-site and on-site development
work had not commenced as of the Dillon closing date, the Company and Dillon
agreed to place in escrow the funds for such work. The escrow equaled 1.2 times
the amount arrived at by deducting from the estimated development costs of
$300,000, the face amount of any letters of credit the Company was required to
post with the City. Since the Company had not posted any letters of credit as of
the closing date, the amount deposited into escrow was $360,000. The Company and
JH have agreed that at closing, if the actual cost of the development work, as
evidenced by firm bids from contractors, exceeds $300,000, the Company will
escrow an amount equal to 1.2 times the amount of such excess. The Company
anticipates that the development work for Phase I will be substantially
completed not later than seven (7) months after the date of the Dillon closing.

When the Company commences Phase II of the development, it will be required to
make certain improvements to a drainage channel located on the western boundary
of the property. The Company has engaged a consultant to prepare a Master
Development Drainage Plan ("MDDP") for this parcel which will include estimated
costs for such improvements. In addition, the City of Colorado Springs will be
responsible for a portion of these costs arising from the City's proposed
acquisition of a 20 foot permanent easement on the western boundary of the
undeveloped property as previously discussed under the section "Permanent
Easement Negotiations." The Company is unable to provide an estimate for their
portion of the drainage channel improvement costs until the MDDP is completed
and approved by the appropriate governmental authorities.

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Creekside Apartments

In October 1998, the Company entered into a limited partnership agreement with
an unrelated third party to develop and construct a 326 unit apartment complex
(the "Project"). The Project is 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 $20,000,000 of which $18,000,000 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 contribute 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 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 set forth in the partnership agreement.

Reserves

Reserve information relating to the natural gas royalty interest owned is not
included 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, 2000 was
94,600 mcf.

Item 3.   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.

Item 4.   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, 2000.

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                                     Part II


Item 5.  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 Service 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.

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

           3/31/98                      .875                      .125
           6/30/98                      .875                      .625
           9/30/98                      .875                      .563
          12/31/98                      .625                      .375

           3/31/99                      .500                      .375
           6/30/99                      .625                      .406
           9/30/99                      .625                      .563
          12/31/99                      .594                      .594

           3/31/00                      .750                      .625

As of June 7, 2000, 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 paid no 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.

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Item 6. 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.

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

The Company had net income of $32,600 for the fiscal year ended March 31, 2000
compared to net income of $42,200 for fiscal 1999. The decrease is primarily
attributable to a decrease in real estate sales and income tax benefit offset by
increases in gas royalty income and net gain on sale of marketable securities.

Fiscal 2000 Compared to Fiscal 1999

Gross profit on real estate sold of $2,900 in fiscal 2000 resulted from the sale
of one residential lot in Riverton, Wyoming. In fiscal 1999, the gross profit on
real estate sold of $211,200 resulted primarily from the sale of commercial real
estate lots in Colorado Springs, Colorado. The Company had real estate sales of
$21,200 in fiscal 2000 compared to $594,000 in fiscal 1999 that were offset by
costs of real estate sold of $18,300 and $382,800, respectively.

General and administrative expenses increased $26,900 or 5% in fiscal 2000
primarily due to the accrual of post-employment benefits payable to a former
Company officer whose position was eliminated.

Depreciation and amortization decreased $10,000 or 38% in fiscal 2000 due to
Company owned vehicles traded in for prepaid leased vehicles.

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Gas royalties, net of amortization, increased $83,000 in fiscal 2000 compared to
fiscal 1999 primarily due to additional gas wells on production and completion
of a second "sour gas" processing plant. Natural gas production increased 58%
(94,600 mcf in 2000 compared to 59,700 mcf in 1999) and the average sales price
of natural gas increased 18% ($2.01 per mcf in 2000 compared to $1.71 per mcf in
1999). Gas processing costs and production taxes increased 48% ($23,900 in 2000
compared to $16,200 in 1999) and is primarily due to additional gas processing
costs from the second "sour gas" processing plant which commenced production in
July 1999.

Interest income decreased $9,300 or 46% in fiscal 2000 from fiscal 1999
primarily due to the sale of U.S. Treasury notes in the current fiscal year.

Rental income increased $10,400 or 57% in fiscal 2000 from fiscal 1999 primarily
due to a tenant leasing additional office space in the Company's corporate
office building.

The net gain on sale of marketable securities of $285,700 in fiscal 2000
includes a gain of $208,800 from the sale of one equity security. The Company
utilized the sale proceeds to reduce its payable to broker balance.

The net unrealized gain on marketable securities of $113,700 in fiscal 2000
represents the net change in the market value of the trading securities
portfolio from March 31, 1999.

Equity in limited partnership income of $51,600 in fiscal 2000 includes the
recognition of the remaining gain of $44,900 related to the October 1997 sale of
all improvements, buildings and fixtures related to the partnership's
operations. In connection with the sale, a 25 year ground lease was entered into
with the purchaser and the Company's share of the gain was being recognized over
the term of the ground lease. Since the ground lease was terminated in March
2000, the remaining balance of the gain was recognized as income in the current
fiscal year.

Interest expense increased $24,400 in fiscal 2000 compared to fiscal 1999
primarily due to borrowings under the bank note and current fiscal year activity
in the margin payable to broker account.

The minority interest in income of partnership represents the limited partner's
20% share of net gas royalty income computed on a calendar year basis.

Financial Condition

At March 31, 2000, the Company had working capital of $464,852.

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The following summary table reflects  comparative cash flows for the Company for
the two years ended March 31, 2000:

                                                                Years Ended
                                                                  March 31,
                                                             -----------------
                                                              2000      1999
                                                             ------     ------
           Net cash provided by (used in):
                  Operating activities                     $ (8,200) $(192,000)
                  Investing activities                          800    (46,100)
                  Financing activities                       11,800    220,300

Net cash used in operating activities decreased from $192,000 in fiscal 1999 to
$8,200 in fiscal 2000. The decrease is primarily attributable to an increase in
accounts payable and a decrease in land under development expenditures offset by
a decrease in the balance payable to broker.

Net cash provided by investing activities in fiscal 2000 resulted primarily from
proceeds from the sale of property and equipment of $6,900 and collection of
notes receivable of $5,200 offset by the purchase of equipment for $11,300. In
fiscal 1999, net cash used in investing activities resulted primarily from funds
advanced under notes receivable of $30,000 and the purchase of equipment of
$16,100.

Net cash provided by financing activities in fiscal 2000 resulted from bank
borrowings of $24,000 offset by repayment of borrowings of $10,200 and the
purchase of treasury stock for $2,000. Net cash provided by financing activities
in fiscal 1999 resulted from bank borrowings of $287,000 offset by repayment of
borrowings of $65,900 and the purchase of treasury stock for $800.

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 Center" on the remaining 10 acres (ii) the proposed "Creekside Apartments"
project consisting of 326 units on 18 acres and (iii) the development of
"Creekside Center at Galley" on 17 acres.

When the Company develops Phase III of "The Crossing at Palmer Park Center," it
will incur development costs for additional drainage channel improvements. The
Company anticipates that the estimated costs of $300,000 for these improvements
will be funded by cash proceeds from lot sales.

In connection with the proposed apartment complex, the Company may have to loan
Creekside Apartments, LLLP, under terms of the partnership agreement, up to
$85,000 for costs associated with the rezoning process and other partnership

                                       14

<PAGE>

matters. The Company anticipates that the loan advances, if any, will be funded
from either working capital or cash proceeds from lot sales.

The Company has  commenced the Phase I  development  of the Creekside  Center at
Galley.  The  estimated  costs for the Phase I  development  work  consisting of
grading,  utilities,  storm sewer,  paving and curb and gutter are approximately
$300,000.  These costs will be funded by the $360,000  that was placed in escrow
from the closing of the Dillon real estate sale contract in April 2000.

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.

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.

Year 2000 Exposure

The Year 2000 problem was the result of computer programs using two digits
rather than four to define the applicable year. Computer programs that have
date-sensitive software may recognize a date using "00" as the year 1900 rather
than the year 2000. This could result in system failures or miscalculations
leading to disruptions in a company's operations.

The Company's computer system was tested and upgraded by December 31, 1999 and
no major Year 2000 problems were reported. The total cost to the Company of
these Year 2000 issue activities was not material to its financial position or
results of operations. The hardware and software purchased were capitalized in
accordance with normal policy. Personnel and all other costs related to the
project were expensed as incurred.

Item 7.  Financial Statements
         --------------------

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

Item 8. Changes in and Disagreements with Accountants on Accounting and
        Financial Disclosure
        ---------------------------------------------------------------

          None



                                       15

<PAGE>


                                    Part III
                                    --------

Item 9.  Directors and Executive Officers of the Registrant
         --------------------------------------------------

     a. Identification of Directors and Executive Officers

               Name                 Age                Office
               ----                 ---                ------
     Robert E. Thrailkill           68       Chairman of the Board, President
                                             and Chief Executive Officer

     John A. Alsko   (1)            59       Secretary/Treasurer and Director

     Robert J. Thrailkill   (2)     41       Director

     (1)  Mr. Alsko resigned as an officer and director effective June 1, 2000.

     (2)  Mr. Thrailkill's position as Vice President-Operations was eliminated
          effective August 9, 1999. Mr. Thrailkill remains a director of the
          Company.

     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.

     John A. Alsko. Mr. Alsko served as Secretary/Treasurer and a Director of
the Company from November 1995 to the date of his resignation effective June 1,
2000 and as Vice President - Finance of Metro Capital Corporation from February
1987 to December 1995. Prior to joining Metro Capital Corporation, he held
various financial positions with other companies and public accounting firms.

     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.

                                       16

<PAGE>

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.

       b. Identification of Certain Significant Employees

          Not applicable.

       c. Family Relationships

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

       d. Involvement in Certain Legal Proceedings

          Not applicable.

       e. Compliance with Section 16(a) of the Securities Exchange Act of 1934

          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.

Item 10.  Executive Compensation
          ----------------------

       a. Summary Compensation Table

The following table sets forth the compensation received by the Chief Executive
Officer for the years ended March 31, 2000, 1999 and 1998. No other executive
officer had total annual salary and bonus exceeding $100,000 for the year ended
March 31, 2000.

                                       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>
Robert E. Thrailkill       2000   $145,000    $  --    $     --       $    --             --
President, Chief           1999    145,000       --      11,200 (1)        --             --
Executive Officer          1998    145,000       --          --            --             --
and Director
--------------
</TABLE>

     (1)  Consists of 20,000 restricted shares issued as additional compensation
          with a fair market value of $.56 per share.

The columns for "Long-Term Incentive Plan Payouts" and "All Other Compensation"
were omitted from the Summary Compensation Table since there was no information
reportable for the three years ended March 31, 2000.

     b. Option/SAR Grants Table

     The Company does not have any stock option  plans or  outstanding  Stock
Appreciation Rights ("SARs").

     c.  Aggregated Option Exercise and Fiscal Year-End Option Value Table

     The Company does not have any stock options nor any SARs  outstanding at
March 31, 2000.

     d. 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 2000.

     e. 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

                                       18

<PAGE>

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.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

        a. Security Ownership of Certain Beneficial Owners

The following table shows, as of June 7, 2000, 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                153,220         17.5%
                     716 College View Drive
                     Riverton, WY 82501

Common Stock         Consult & Assist  (1)                68,750          7.8%
                     P.O. Box 9856
                     Rancho Santa Fe, CA 92067

Common Stock         Francarep, Inc.  (2)                 68,750          7.8%
                     50 Av. des Champs-Elysees
                     75008 Paris, France
----------------

         (1)  All shares are beneficially owned by Georg Ligenbrink.
         (2)  All shares are beneficially owned by Georges Babinet.

        b. Security Ownership of Management

The following table shows, as of June 7, 2000, management's ownership of the
Company's Common Stock:

                                       19

<PAGE>

                                                 Amount and Nature
                     Name and Address             of Beneficial        Percent
Title of Class       of Beneficial Owner             Ownership         of Class
--------------      ------------------------    -------------------    --------
Common Stock        Robert E. Thrailkill              153,220            17.5%
                    716 College View Drive
                    Riverton, WY 82501

Common Stock        Robert J. Thrailkill               23,438             2.7%
                    716 College View Drive
                    Riverton, WY 82501

Common Stock        All officers and directors
                    as a group (two persons)          176,658            20.2%

Item 12.  Certain Relationships and Related Transactions
          ----------------------------------------------

     a.   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.

     b.   Indebtedness of Management

     No officer or director of the Company has been indebted to the Company
directly or indirectly during fiscal year 2000 in an amount exceeding $60,000.

     c.   Transactions with Promoters

     Not  applicable

                                       20

<PAGE>


                                     Part IV


Item 13.  Exhibits and Reports on Form 8-K
          --------------------------------

     a.  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)

        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)

                                       21

<PAGE>

        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.

        21      Subsidiaries of the Registrant (2)

        27      Financial Data Schedule (submitted only in electronic format).

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

        (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.

     b.  Reports on Form 8-K

          None

                                       22

<PAGE>


                                   Signatures



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

                                       BISHOP CAPITAL CORPORATION
                                       (Registrant)


Date:  June 7, 2000                     By: /s/ Robert E. Thrailkill
                                            ------------------------
                                            Robert E. Thrailkill
                                            President


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 7, 2000                         /s/ Robert E. Thrailkill
                                            ------------------------
                                            Robert E. Thrailkill
                                            Chairman of the Board of Directors
                                            (Principal Executive Officer and
                                            Acting Principal Financial Officer)


Date:  June 7, 2000                         /s/ Robert J. Thrailkill
                                            ------------------------
                                            Robert J. Thrailkill
                                            Director

                                       23

<PAGE>
                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            PAGE
                                                                            ----

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

Consolidated Balance Sheet - March 31, 2000..................................F-3

Consolidated Statements of Income -
For the Years Ended March 31, 2000 and 1999..................................F-4

Consolidated Statements of Changes in Stockholders' Equity -
For the Years Ended March 31, 2000 and 1999..................................F-5

Consolidated Statements of Cash Flows -
For the Years Ended March 31, 2000 and 1999..................................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, 2000, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for the
years ended March 31, 2000 and 1999. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. 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, 2000, and the results of their
operations and their cash flows for the years ended March 31, 2000 and 1999, in
conformity with generally accepted accounting principles.




Hein + Associates LLP

Denver, Colorado
May 19, 2000



                                       F-2

<PAGE>

<TABLE>
<CAPTION>

                              BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                      CONSOLIDATED BALANCE SHEET
                                            MARCH 31, 2000



                                                 ASSETS
Current Assets:
    <S>                                                                           <C>
    Cash and equivalents                                                          $    22,106
    Marketable securities                                                             832,210
    Receivables:
         Gas royalties                                                                 17,860
         Interest and other                                                             1,727
    Prepaid expenses and other                                                         23,662
                                                                                  -----------
             Total current assets                                                     897,565

Property and Equipment:
    Building                                                                          229,156
    Furniture and fixtures                                                             72,471
                                                                                  -----------
                                                                                      301,627
    Less accumulated depreciation                                                    (135,883)
                                                                                  -----------
             Net property and equipment                                               165,744
                                                                                  -----------
Other Assets:
    Land under development                                                            809,615
    Investment in limited partnership                                                 268,582
    Gas royalty interest, net of accumulated amortization of $843,647                 223,404
    Deferred income taxes                                                             175,000
    Notes receivable                                                                   37,063
    Other assets, net                                                                  17,182
                                                                                  -----------
             Total other assets                                                     1,530,846
                                                                                  -----------
Total Assets                                                                      $ 2,594,155
                                                                                  ===========

                                 LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable and accrued expenses                                         $   165,465
    Current maturities of long-term debt                                               10,129
    Deferred income taxes                                                             175,000
    Payable to broker                                                                  82,119
                                                                                  -----------
             Total current liabilities                                                432,713

Long-Term Debt, less current maturities                                               224,809

Commitments (Notes 5 and 8)

Minority Interest                                                                      32,922

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;
         878,355 shares issued                                                          8,784
    Treasury stock, 3,561 shares                                                       (2,820)
    Capital in excess of par value                                                  2,217,599
    Accumulated deficit                                                              (319,852)
                                                                                  -----------
             Total stockholders' equity                                             1,903,711
                                                                                  -----------
Total Liabilities and Stockholders' Equity                                        $ 2,594,155
                                                                                  ===========
</TABLE>

              See accompanying notes to these consolidated financial statements.
                                            F-3

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENTS OF INCOME



                                                      For the Years Ended
                                                            March 31,
                                                     ----------------------
                                                        2000         1999
                                                     ---------    ---------

Revenues -

    Gross profit on real estate sold                 $   2,974    $ 211,206

Costs and Expenses:
    General and administrative                         555,610      528,724
    Depreciation and amortization                       16,353       26,310
                                                     ---------    ---------
                                                       571,963      555,034
                                                     ---------    ---------
Loss from Operations                                  (568,989)    (343,828)

Other Income (Expense):
    Gas royalties, net of amortization of $13,344      156,684       73,666
    Interest income                                     10,962       20,272
    Dividend income                                     18,435       11,193
    Rental income                                       28,916       18,472
    Net gain on sale of marketable securities          285,708       18,379
    Net unrealized gain on marketable securities       113,707      167,353
    Equity in limited partnership income                51,574        6,394
    Interest expense                                   (44,760)     (20,337)
    Other                                                3,852         --
                                                     ---------    ---------
Income (Loss) Before Income Taxes                       56,089      (48,436)

Income tax (provision) benefit:
        Current                                           --         58,000
        Deferred                                          --         42,000
                                                     ---------    ---------
                                                          --        100,000

Minority Interest in Income of Partnership             (23,507)      (9,413)
                                                     ---------    ---------
Net Income                                           $  32,582    $  42,151
                                                     =========    =========
Earnings Per Share                                   $     .04    $     .05
                                                     =========    =========
Weighted Average Number of Shares Outstanding          876,000      851,000
                                                     =========    =========


       See accompanying notes to these consolidated financial statements.

                                       F-4

<PAGE>

<TABLE>
<CAPTION>


                                        BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                        FOR THE YEARS ENDED MARCH 31, 2000 AND 1999



                                          Common Stock              Treasury Stock
                                     ------------------------  ------------------------    Capital in
                                      Number of                 Number of                  Excess of     Accumulated
                                       Shares       Amount       Shares       Amount       Par Value      Deficit          Total
                                     -----------  -----------  -----------  -----------    -----------  -----------    -----------

<S>                                     <C>       <C>          <C>          <C>            <C>          <C>            <C>
Balances, March 31, 1998                 838,365  $     8,384  $      --    $     --       $ 2,195,609  $  (394,585)   $ 1,809,408

  Purchase of treasury stock                --           --         (1,010)        (825)          --           --             (825)
  Retirement of treasury stock               (10)        --             10           10            (10)        --             --
  Common stock issued to employees
   for compensation                       40,000          400         --          --            22,000         --           22,400
  Net income                                --           --           --          --              --         42,151         42,151
                                     -----------  -----------  -----------  -----------    -----------  -----------    -----------
Balances, March 31, 1999                 878,355        8,784       (1,000)        (815)     2,217,599     (352,434)     1,873,134

  Purchase of treasury stock                --           --         (2,561)      (2,005)          --           --           (2,005)
  Net income                                --           --           --           --             --         32,582         32,582
                                     -----------  -----------  -----------  -----------    -----------  -----------    -----------
Balances, March 31, 2000                 878,355  $     8,784       (3,561) $    (2,820)   $ 2,217,599  $  (319,852)   $ 1,903,711
                                     ===========  ===========  ===========  ===========    ===========  ===========    ===========







                            See accompanying notes to these consolidated financial statements.
</TABLE>

                                                            F-5

<PAGE>
<TABLE>
<CAPTION>


                                BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                  For the Years Ended
                                                                                        March 31,
                                                                           --------------------------------
                                                                              2000                   1999
                                                                           ---------              ---------
Cash Flows from Operating Activities:
    <S>                                                                     <C>                    <C>
    Net income                                                               $32,582                $42,151
    Adjustments to reconcile net income to net cash used in operating
         activities:
            Minority interest                                                 23,507                  9,413
            Depreciation                                                      16,353                 26,310
            Amortization                                                      13,344                 13,344
            Deferred income taxes                                              --                   (42,000)
            Common stock issued to employees for compensation                  --                    22,400
            Equity in limited partnership income                             (51,574)                (6,394)
            Net gain on sale of marketable securities                       (285,708)               (18,379)
            Net unrealized gain on marketable securities                    (113,707)              (167,353)
            Gain on sale of property and equipment                            (3,852)                 --
            Provision for uncollectible notes receivable                       --                    45,000
            Changes in operating assets and liabilities:
               (Increase) decrease in:
                  Resticted cash                                               --                    54,310
                  Marketable Securities                                      419,876                (33,645)
                  Gas royalties receivable                                    15,284                (21,421)
                  Intrest and other receivables                                6,483                 44,536
                  Prepaid expenses and other                                   9,653                    405
                  Land under development                                     (11,567)              (126,491)
               Increase (decrease) in:
                  Accounts payable and accrued expenses                        69,591               (76,500)
                  Income taxes payable                                           --                 (33,000)
                  Payable to broker                                         (148,446)                75,282
                                                                            --------               --------
            Net cash used in operating activities                             (8,181)              (192,032)

Cash Flows from Investing Activities:
    Funds advanced under notes receivable                                      -                    (30,000)
    Proceeds from collection of notes receivable                               5,158                  4,084
    Purchase of property and equipment                                       (11,252)               (16,212)
    Proceeds from sale of property and equipment                               6,916                  --
    Other                                                                      --                    (4,000)
                                                                            --------               --------
            Net cash provided by (used in) investing activities                  822                (46,128)

Cash Flows from Financing Activities:
    Proceeds from borrowings                                                  24,000                287,000
    Principal payments on borrowings                                         (10,156)               (65,905)
    Treasury stock acquired                                                   (2,005)                  (825)
                                                                            --------               --------
            Net cash provided by financing activities                         11,839                220,270
                                                                            --------               --------

Net Increase (Decrease) in Cash and Equivalents                                4,480                (17,890)

Cash and Equivalents, beginning of year                                       17,626                 35,516
                                                                            --------               --------
Cash and Equivalents, end of year                                            $22,106                $17,626
                                                                            ========               ========
Supplemental Disclosure of Cash Flow Information:
    Cash paid for interest                                                   $44,760                $20,337
                                                                            ========               ========
    Cash received for income taxes                                            $5,000                $20,000
                                                                            ========               ========
Supplemental schedule of noncash financing and
   investing activity:
    Prepaid vehicle lease through vehicle sale                               $40,475                $  --
                                                                            ========               ========


                            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.


                                       F-7

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

Marketable Securities - Management determines the appropriate classification of
its investments at the time of acquisition and reevaluates 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.


                                       F-8

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     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.

     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.


3.   Marketable Securities:
     ---------------------

     The cost and estimated fair market value of trading securities at March 31,
     2000, are as follows:


                                                         Fair         Net
                                                        Market     Unrealized
                                               Cost      Value     Gain (Loss)
                                             --------  --------     --------
         Redeemable preferred securities     $140,745  $137,372     $ (3,373)
         Equity securities                    236,786   694,838      458,052
                                             --------  --------     --------
                                             $377,531  $832,210     $454,679
                                             ========  ========     ========

     At March 31, 2000, the Company had an investment in the equity securities
     of a single company with a fair value of $320,000. The Company also had an
     investment in redeemable preferred securities of a single issuer with an
     estimated fair value of $98,000.


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,
     2000, the net carrying value of this interest amounts to $223,404. 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-9

<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 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.


5.   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 will be allocated 100% of the income and losses until it
     has been paid $700,000, after which the allocation will be apportioned
     according to ownership interests. Through March 31, 2000, the Partnership's
     activities have been focused on the development of seven commercial pad
     sites on approximately 9 acres of a 20-acre parcel. Two of the pad sites
     were sold during the year ended March 31, 1999 and no pad sites were sold
     during the year ended March 31, 2000. At March 31, 2000, all required
     development work related to fiscal 1999 and 1998 sales had been completed
     and, accordingly, no profit was required to be deferred.

     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, 2000 and 1999, as follows:


                                                        2000             1999
                                                      --------         --------
         Sales of real estate                         $21,244          $594,026
         Less cost of real estate sold                 18,270           382,820
                                                      --------         --------
           Gross profit on sales of real estate        $2,974          $211,206
                                                      ========         ========

     The Company sold one lot in its residential development during the fiscal
     year ending March 31, 2000.

     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

                                      F-10

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     unrelated third party (Purchaser) for the sale of the real property,
     currently subject to the Ground Lease (the "Lease") discussed in Note 5 for
     $4,400,000 cash. Under terms of the Agreement, the Purchaser has a 270-day
     investigative period to perform due diligence and arrange financing.
     Subsequent to March 31, 2000, the Purchaser elected to proceed with the
     acquisition of the property, and additional earnest money deposits were
     made in accordance with the terms of the Agreement. The transaction is
     scheduled for closing on or before December 1, 2000. As of March 15, 2000,
     the lease agreement was terminated with all improvements and personal
     property assigned to the limited partnership. The Company's share of the
     gain from the sale of the improvements is approximately $50,000 of which
     approximately $45,000 and $1,000 was recognized using the installment
     method of accounting during the years ended March 31, 2000 and 1999,
     respectively.

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


       Balance sheet data at March 31, 2000:
          Current assets                            $230,000
          Noncurrent assets                          114,000
          Current liabilities                         (5,000)
          Notes payable - general partners          (318,000)


                                                      Years Ended March 31,
                                                    -------------------------
                                                      2000             1999
       Operations data:                             --------          -------
          Revenue                                   $  --             $98,000
          Costs and expenses                         (47,755)         (39,000)
          Other income (expense)                     319,197          (15,000)
                                                    --------          -------
          Net income (loss)                         $271,442          $44,000
                                                    ========          =======
          Company's equity in limited partnership   $ 51,574          $ 6,394
                 income (loss)                      ========          =======


     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,
     2000, there is a difference of approximately $265,000 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 residual value of the land.

6.   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.


                                      F-11

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS




     The following is a schedule of future principal payments as of March 31,
     2000:


                  Year Ending March 31,

                      2001                                        $ 10,129
                      2002                                          10,997
                      2003                                          11,940
                      2004                                         201,872
                                                                  --------
                                                                  $234,938
                                                                  ========


7.   Income Taxes:
     ------------

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


                                                         Years Ended March 31,
                                                      -------------------------
                                                         2000             1999
                                                      --------        ---------
        Computed tax benefit (expense) at the
          expected statutory rate                     $(10,000)        $ 20,000
        State income taxes, net of Federal benefit      (1,000)           1,000
        Non-deductible expenses                          1,000           (1,000)
        Change in valuation allowance                    4,000           92,000
        Surtax exemption                                 6,000          (12,000)
                                                      --------         --------
           Income tax benefit (expense)               $   --           $100,000
                                                      ========         ========


                                      F-12

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     The tax effects of temporary differences that give rise to significant
     portions of deferred tax assets and liabilities as of March 31, 2000, are
     presented below:


          Deferred tax assets:
              Gas royalty interest                                   $  237,000
              Net operating loss carryforwards                          142,000
              Executive termination agreement                            18,000
                                                                     ----------
                     Total deferred tax assets                          397,000
              Less valuation allowance                                 (200,000)
                                                                     ----------
                     Net deferred tax asset                             197,000
                                                                     ----------
          Deferred tax liabilities:
              Net unrealized gain on marketable securities             (162,000)
              Other                                                     (35,000)
                     Total deferred tax liabilities                    (197,000)
                                                                     ----------
                     Net deferred tax liabilities                    $     --
                                                                     ==========

     As of March 31, 2000, Bishop has a net operating loss carryforward for
     Federal income tax purposes of approximately $306,000, net of $93,000 which
     will not be available to the Company due to limitations under IRS
     Section 382 as a result of the spin-off discussed in Note 1. In addition,
     utilization of $94,000 of the loss carryforward is subject to limitations
     under IRS Section 382. If not previously utilized, these carryforwards will
     expire by 2020.


8.   Commitments:
     -----------

     In October 1998, the Company entered into a limited partnership agreement
     with an unrelated third party to develop and construct a 326 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
     $20,000,000 of which $18,000,000 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 $100,000 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 current year.

     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

                                      F-13

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     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.

     The Company also entered into a three-year employment agreement in December
     1995 with two other officers which provide for aggregate annual
     compensation of $95,000 plus employee benefits with automatic annual
     extensions on September 30 of each year unless written notice is given by
     either party. The agreements may be terminated upon the death or disability
     of the individual officer or for cause. During fiscal 2000, the employment
     agreement for one officer was terminated for an agreed amount of $76,000
     consisting of two years annual salary and one year medical insurance
     premiums. The amount is payable on a semi-monthly basis over a two-year
     period ending August 2001 of which $27,000 was paid in the current year.
     Subsequent to March 31, 2000, the other employment agreement terminated
     upon the resignation of the officer with no liability to the Company.


9.   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, 2000, 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.


10   Related Party Transactions:
     --------------------------

     The Company had notes receivable for a total of $25,000 from two officers
     of the Company at March 31, 1998. These notes provided for interest at
     6.25% and were due in April 1999. The officers pledged 25,000 shares of
     AROC common stock as collateral for the notes. The full balance of the
     notes was charged to operations during the year ended March 31, 1999.


11.  Stock-Based Compensation:
     ------------------------

     During the year ended March 31, 1999, the Company issued 40,000 shares 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 $22,400 for the year ended March 31,
     1999. Of these shares, 37,500 were issued to three officers of the Company.
     There were no shares issued for the year ended March 31, 2000.


                                      F-14



<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



12.  Subsequent Event:

     Subsequent to March 31, 2000, the Company sold 1.5 acres of undeveloped
     land for $658,892 with $360,000 of the proceeds in escrow to provide
     assurance to the Purchaser that certain development work will be completed
     in a timely manner from the date of closing.


                                      F-15

<PAGE>







                           Bishop Capital Corporation
                                and Subsidiaries

                        Consolidated Financial Statements
                             March 31, 2000 and 1999




                                      F-16