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, 1999

Commission file number:  0-21867

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

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

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

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

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

Securities registered under Section 12(g) of the Act:

        Common Stock, $.01 Par Value

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

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

Issuer's revenues for fiscal year ended March 31, 1999 were $594,026.

The aggregate market value of the voting stock held by non-affiliates as of June
22, 1999 was $419,459.

The number of shares  outstanding  of the  issuer's  Common Stock as of June 22,
1999 was 877,355.

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.  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 was a
wholly-owned subsidiary of a public company (see "Metro/KTOC Transaction") until
its shares were distributed as a partial  liquidating  dividend on June 20, 1997
(see "Distribution").

The Company had four full-time employees as of March 31, 1999.

Metro/KTOC Transaction

In December 1995, the Company's parent corporation,  then known as Metro Capital
Corporation   ("Metro"),   upon  approval  of  its  shareholders,   completed  a
transaction  with Karlton Terry Oil Company and its affiliates  ("KTOC") whereby
KTOC  exchanged  certain oil and gas  properties  for 80% of the then issued and
outstanding  voting securities of Metro (the  "Transaction").  The only class of
securities of Metro issued and  outstanding  prior to the Transaction was Common
Stock.  Under terms of the  Transaction,  Metro issued  shares of newly  created
Class B Common  Stock to KTOC in order to exclude KTOC from  participation  in a
distribution of the Company's  Common Stock.  Metro and KTOC previously were not
affiliated.  Prior to and in connection with the Transaction,  Metro transferred
all of its assets to the Company (a  wholly-owned  subsidiary of Metro),  except
for $700,000 cash and an insignificant oil property.  These transferred  assets,
together  with the  Company's  previously  owned  assets,  were  being  operated
autonomously by the prior  management of Metro who became officers and directors
of the Company pursuant to the terms of separate five-year  Operating and Voting
Agreements.  Upon  completion  of the  Transaction,  Metro's name was changed to
American Rivers Oil Company ("AROC").  Management of KTOC succeeded to the board
of directors and serve as officers of AROC  operating the oil and gas properties
previously owned by KTOC. As a result,  AROC and the Company  operated  separate
businesses under separate management.

The  Company's  operations,  prior to the  transfer of assets  from Metro,  were
primarily related to the development and sale of real estate. Liabilities of the
Company, consisting of trade accounts payable, were insignificant. In connection
with the Transaction, Metro transferred assets of $1,731,000 (excluding $700,000
cash and an  insignificant  oil property) and related  liabilities of $41,000 to
the Company.  The assets transferred  included $1,055,000 in cash and marketable
securities,  net  property  and  equipment  of  $200,000  and a net gas  royalty
interest of $400,000.

                                       2
<PAGE>


Distribution

Pursuant to the terms of the Transaction,  AROC's Board of Directors on November
8, 1996 authorized a spin-off  distribution  of the Company's  Common Stock as a
partial liquidating dividend to AROC's Common shareholders of record on November
18, 1996 on the basis of one share of the Company's Common Stock for four shares
of AROC's Common Stock.  AROC's Class B Common  shareholders did not participate
in the Distribution. The Distribution occurred on June 20, 1997 and the separate
Operating and Voting Agreements previously discussed were terminated. Subsequent
to the  termination  of these  agreements,  the  officers  and  directors of the
Company continued in their present positions.

Real Estate Operations

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 by the
limited  partner  (Powers  Golf LLC) who is the  general  partner  in the second
partnership  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 partner.  The Company, as general partner,
has exclusive management of the partnership. Any transfer of a limited partner's
interest  requires the written consent of the general  partner.  The Company has
commenced  a three phase  development  of  commercial  pad sites for the 20 acre
parcel. The development plan for the 35 acre parcel is presently  anticipated to
be a combination of commercial pad sites on 17 acres and an apartment complex on
the remaining 18 acres.

     (2) The Company  contributed  $100,000 cash to the second partnership (Z-H,
Ltd.)  which  purchased  approximately  35  acres  of land on  which  Z-H,  Ltd.
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 by the general
partner  (Powers  Golf LLC).  There is no  affiliation  between  the Company and

                                       3
<PAGE>


Powers Golf LLC. 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 partner.  The Company is not a guarantor
of any debt in this  partnership and the general partner 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 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  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. The Lease provides for a termination fee payable
to the Purchaser if the Lease is cancelled by the Seller after the expiration of
the second  lease year of  $1,000,000  in lease  years 3 through 5,  $750,000 in
lease  years 6 through 10,  $500,000  in lease years 11 through 15,  $300,000 in
lease years 16 through 20 and $-0- thereafter. In connection with the Lease, the
Purchaser  agreed to have the Seller released from liability on the assumed debt
by the third anniversary of the Lease  commencement date. If this event does not
occur,  the termination fee previously  discussed will be waived.  The Seller is
also  responsible  for the  payment  of real  estate  taxes  on the  land or any
improvements  up to a maximum  amount of $18,000 per lease  year.  Any amount in
excess of $18,000 per lease year will be paid by the Purchaser.

Subsequent  to March 31,  1999,  the  general  partner of Z-H,  Ltd.  ("Seller")
entered  into an  Agreement  for Sale and  Purchase  (the  "Agreement")  with an
unrelated third-party ("Purchaser") for the sale of the real property, currently
encumbered by the Lease discussed above, for $4,400,000 cash. 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.  If the
Purchaser shall have elected, at or prior to the expiration of the Investigative
Period,  to proceed with the  acquisition  of the property,  additional  earnest
money deposits will be made in accordance  with the terms of the Agreement.  The
transaction is scheduled for closing on November 1, 2000 or such earlier date as
the parties may mutually  agree.  The Lease  provides  that,  beginning with the
fourth lease year,  Seller may  terminate  the Lease by (1) giving 90 days prior
written notice to the lessee, (2) paying the termination fee discussed above and
(3) releasing the lessee from any existing encumbrances. As discussed above, the
termination  fee is subject to the Seller being  released from  liability on the
assumed debt within a certain  time period.  In the event the Lease has not been
terminated  at  closing,  Seller  and  Purchaser  agree to close  into an escrow
account  established with an escrow agent.  Contemporaneously  with the closing,
Seller shall give notice of termination  of the Lease to the lessee.  As part of
the escrow  instructions,  the escrow agent will pay the  termination fee to the
lessee, if applicable, as well as any existing encumbrances on the real property
which currently  approximate $420,000. At March 31, 1999, the net carrying value
of the Company's 19% interest in Z-H, Ltd. is $217,008.

                                       4
<PAGE>


The Company  developed 4.62 acres (comprising 5 lots with common areas) in Phase
I of the 20 acre parcel ("The  Crossing at Palmer Park  Center")  during  fiscal
year  1998.  The costs  for the  Phase I site  development  work  consisting  of
grading, utilities, channel lining, storm sewer, paving and curb and gutter were
approximately  $446,000.  These costs were funded primarily by net proceeds from
the closings of three lot sales in fiscal year 1998 as follows:  (i) Lot 1 (1.14
acre) to Diamond  Shamrock  Refining  and  Marketing  Company for $388,850 for a
combination gasoline sales,  convenience store and car wash facility; (ii) Lot 2
(.92 acre) to State Bank & Trust for  $329,703  for a branch bank  facility  and
(iii) Lot 4 (1.04 acre) to a Taco Bell  franchisee  for $350,000 for a fast-food
facility. The Company entered into a sales agreement to sell Lot 3 (.69 acre) to
Grease Monkey  International,  Inc. for $258,026 and closed the  transaction  in
June 1998. Lot 5 (.48 acre) is currently unsold.

In the  current  fiscal  year,  the  Company  submitted  a Concept  Plan for the
remaining 15 acres for Phases II and III along with a Final Plat  consisting  of
one lot in  Phase  II to the  appropriate  governmental  authorities  for  their
approval  which occurred in June 1998. The Company sold for $300,000 the one lot
(1.65 acre) platted in Phase II to PCRO Limited  Liability  Company for a retail
automotive and tire service center.  Upon closing,  $200,000 of the net proceeds
was  escrowed  for the payment of on-site  improvements  to be  completed by the
Company. The Phase II development costs for grading, utilities,  channel lining,
storm sewer and paving were $374,000 and all of the improvements  were completed
as of March 31, 1999.

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 the current  fiscal year, the
Company  replatted 12 of the  remaining  14 lots into 10 lots to increase  their
size. The Company sold one lot for $20,000 in the current fiscal year leaving 11
lots available for sale at March 31, 1999.

In October  1998,  the  Company  entered  into a limited  partnership  agreement
(Creekside  Apartments,  LLLP) with an  unrelated  third  party to  develop  and
construct a 350 unit apartment  complex (the "Project").  The Project is subject
to the  successful  rezoning  of  approximately  18  acres of  undeveloped  real
property  owned by the Company and  favorable  Project  financing.  The rezoning
process is expected to be completed by September 1999. 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

                                       5
<PAGE>


any other third party  lender.  The  Company,  upon  successful  rezoning,  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 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, 1999,  the Company had advanced funds of $15,000
to the partnership for costs associated with the rezoning process.

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.  The western  boundary of the  undeveloped  real estate
borders a drainage channel and appropriate governmental authorities will require
that certain  improvements be made along the drainage channel as sections of the
undeveloped  land are platted for  development.  The Company  estimates that the
remaining drainage channel improvement costs will approximate $300,000.

Under various federal, state and local laws, ordinances and regulations relating
to the protection of the environment, a current or previous owner of real estate
may be liable for the cost of removal or  remediation  of certain  hazardous  or
toxic  substances  disposed,  stored,  released,   generated,   manufactured  or
discharged  from, on, at, onto,  under or in such property.  Environmental  laws
often impose such liability  without regard to whether the owner knew of, or was
responsible for, the presence or release of such hazardous or toxic  substances.
The  Company  engaged  an  independent  environmental  engineer  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.

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.

                                       6
<PAGE>


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 will be paid by the
City.  If an  agreement  on the  fair  market  value of the  proposed  permanent
easement  cannot  be  reached,  the City  may  institute  a formal  condemnation
proceeding against the property.  In the event immediate possession is required,
the City will deposit in the Court the fair market value  amount  determined  by
the Court.  The  Company may  withdraw a portion or all of this amount  prior to
final  settlement as stipulated by the Court.  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 fair  market  value of the  proposed  taking  will be in  excess of the
carrying value of the affected property.

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.  At March 31, 1999,  the net carrying  value of this
interest is $236,748. In connection with the purchase,  the Company formed a tax
partnership  (Bridger  Creek  Partnership)  which  allocates to the Company,  as
general  partner,  the first  $40,000 of annual 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.

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  Company  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 and is  currently  shut-in  awaiting  construction  of a second  "sour gas"
processing  plant to be located north of the existing plant.  The new plant will
also have the  capacity to process 66 MMCFD and is  estimated to be completed in
July 1999. The plant products  include methane,  sulfur and carbon dioxide.  The
Company's  royalty  interest  is only  subject  to plant  processing  costs  and
severance and ad valorem taxes.

                                       7
<PAGE>


On December 28, 1998, the Company and twenty other royalty owners ("Plaintiffs")
filed suit against  Burlington  Resources  Inc.  ("Burlington")  in the District
Court, Ninth Judicial District, Fremont County, Wyoming seeking an accounting of
the production, sales of all production and all expenses associated with royalty
payments received from the Madden Deep Unit gas processing plant. The Plaintiffs
allege that Burlington,  operator of the gas processing plant, has and continues
to wrongfully deduct  post-production  costs, which could include indirect plant
operating costs,  from their royalty payments.  The Plaintiffs  believe that the
royalty   payments  should  be  free  of  any   post-production   costs  or,  if
post-production  costs are  statutorily  permitted,  then  those  costs  must be
limited only to those reasonable  costs directly  associated with the processing
of the gas. The Plaintiffs are seeking attorneys' fees and costs necessitated in
obtaining the data they are seeking and payment of amounts that were  improperly
deducted for the plant operation. A trial date has not been set by the Court. No
prediction  can be given as to when or how  these  matters  will  ultimately  be
concluded. No assurance can be made that the Company 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 bank line of credit at March 31, 1999.

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 which were acquired primarily for development.

The  Company's  major  investment in real estate is "The Crossing at Palmer Park
Center"  currently  being  developed on a 20 acre parcel and a 35 acre parcel of
undeveloped real estate in Colorado  Springs,  Colorado.  The Colorado  Springs,
Colorado  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.

                                       8
<PAGE>


Phase I of the "The Crossing at Palmer Park Center"  development  consisted of 5
lots  (approximately 5 acres) and was completed in fiscal year 1998. The Company
closed  sales on three  Phase I lots in fiscal  year 1998 and one in the current
fiscal year. The fifth lot remains unsold.  A Concept Plan for Phases II and III
and a Final  Plat for one lot  (1.65  acre) in  Phase  II were  approved  by the
appropriate  governmental authorities in June 1998. The Company sold the one lot
platted  in Phase II for  $300,000  and the net  proceeds  were used to fund the
Phase II development costs for grading,  utilities,  channel lining, storm sewer
and  paving  of  approximately  $374,000.  The Phase II  improvements  were 100%
complete as of March 31, 1999.  The Company also  established a $250,000 line of
credit with a bank to fund Phase II  development  costs and  corporate  overhead
costs  and  expenses.  The line of  credit is  collateralized  by the  Company's
corporate  office  building.  At March 31,  1999,  the Company  had  outstanding
borrowings of $221,095 under the line of credit.

The  Company's  proposed  development  plan for the  remaining 35 acre parcel is
presently anticipated to be a combination of retail pad sites on 17 acres and an
apartment complex on the remaining 18 acres. The Company will not develop retail
pad sites on the 17 acres until it has two sales contracts to fund the estimated
costs of the off-site and on-site  improvements of approximately  $250,000.  The
Company has not prepared any preliminary concept plan for the 17 acres.

In October 1998, the Company entered into a limited  partnership  agreement with
an unrelated  third party to develop and construct a 350 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 is expected to be completed by
September  1999.  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,  upon successful rezoning,  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.

The Company does not anticipate any major  investments in real estate  mortgages
or securities  of, or interests  in,  persons  primarily  engaged in real estate
activities.

                                       9
<PAGE>


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, 1999 was
59,730 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, 1999.




                                       10
<PAGE>

                                     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,  which was  distributed  on June
20,  1997 as a  partial  liquidating  dividend,  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
            -------------            --------          -------

               6/30/97               $  --  (1)        $  --  (1)
               9/30/97                  --  (1)           --  (1)
              12/31/97                  --  (1)           --  (1)
               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

     (1)  The NASD form  required for the  initiation  of  quotations on the OTC
          Bulletin  Board  Service was  submitted by a market maker in July 1997
          and approved by the NASD in February 1998.

As of June 22, 1999,  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.

                                       11
<PAGE>


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 $42,200 for the fiscal year ended March 31, 1999
compared to net income of $169,800  for fiscal  1998.  The decrease is primarily
attributable  to a lower  volume of real estate  sales in the current year which
resulted in a 60% decrease in gross profit on real estate sold.

Fiscal 1999 Compared to Fiscal 1998

Gross  profit on real estate  sold of  $211,206  in fiscal 1999 and  $524,622 in
fiscal 1998 resulted primarily from the sale of improved real estate in Colorado
Springs,  Colorado. The Company had real estate sales of $594,026 in fiscal 1999
compared to  $1,103,553 in fiscal 1998 which were offset by costs of real estate
sold of $382,820 and $578,931, respectively.

General  and  administrative  expenses  increased  $49,500 or 10% in fiscal 1999
primarily due to issuance of common stock for employee compensation and the full
balance of notes receivable being charged to operations.

Depreciation and amortization remained comparable between fiscal 1999 and 1998.

Gas  royalties,  net of  amortization,  increased  $12,300 or 20% in fiscal 1999
compared to fiscal 1998.  Natural gas  production  increased  13% (59,730 mcf in
1999  compared  to 53,000  mcf in 1998) and was offset by a 3%  decrease  in the
average  sales price of natural gas ($1.71 per mcf in 1999 compared to $1.76 per
mcf in 1998).  Gas processing  costs and production taxes decreased 32% ($13,969
in 1999  compared  to $20,514  in 1998)  primarily  due to lower gas  processing
costs.

                                       12
<PAGE>


Interest  income  decreased  $3,900  or 16% in  fiscal  1999  from  fiscal  1998
primarily  due to the  non-accrual  of  interest  on the full  balance  of notes
receivable charged to operations.

Rental income  increased $3,800 or 26% in fiscal 1999 from fiscal 1998 primarily
due to a new tenant  leasing an office suite in the Company's  corporate  office
building.

The net gain on sale of marketable securities of $18,400 in fiscal 1999 resulted
from the sale of equity  securities  for  working  capital  or other  investment
opportunities.

The net  unrealized  gain on  marketable  securities  of $167,400 in fiscal 1999
represents  the  net  change  in the  market  value  of the  trading  securities
portfolio from fiscal 1998.

Equity in limited  partnership  income of $6,400 in fiscal 1999  represents  the
Company's  share of the net rental  income from the 25 year  ground  lease which
originated  from  the  October  1997  sale of all  improvements,  buildings  and
fixtures related to the operations.

Interest expense  increased $5,600 or 38% in fiscal 1999 compared to fiscal 1998
primarily due to borrowings under the bank line of credit and an increase in the
margin payable to broker balance.

Financial Condition

At March 31, 1999, the Company had working capital of $503,000.

The following summary table reflects  comparative cash flows for the Company for
the two years ended March 31, 1999:

                                                  Years Ended
                                                    March 31,
                                             ----------------------
                                                1999         1998
                                                ----         ----
           Net cash provided by (used in):
                  Operating activities       $(192,000)   $  90,500
                  Investing activities         (46,100)     (50,900)
                  Financing activities         220,300      (50,900)

The Company had negative  cash flows from  operating  activities  of $192,000 in
fiscal 1999 compared to net cash provided by operating  activities of $90,500 in
fiscal 1998. This significant decrease in operating cash flows was due primarily
to a lower sales volume of improved real estate in fiscal 1999.

                                       13
<PAGE>


Net cash used in investing  activities  in fiscal 1999 resulted  primarily  from
funds advanced  under notes  receivable of $30,000 and the purchase of equipment
for $16,200.  In fiscal 1998,  net cash used in  investing  activities  resulted
primarily from the purchase of vehicles and equipment.

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.  Net cash used in financing  activities in
fiscal 1998 resulted from the purchase of treasury  stock.  The Company also had
borrowings of $50,000 and repayment of borrowings of $50,000 in fiscal 1998.

The Company's material  commitments for capital  expenditures in the next twelve
months  will be in  conjunction  with  (1) the  Phase  III  development  of "The
Crossing at Palmer Park Center," (2) a proposed 350 unit  apartment  complex and
(3) the  development  of  retail  pad  sites on 17 acres of a 35 acre  parcel in
Colorado Springs, Colorado.

When the Company  develops Phase III of "The Crossing at Palmer Park Center," it
will incur development costs for utilities,  storm sewer,  paving and 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
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 is having preliminary discussions with two prospective purchasers of
retail pad sites on the  undeveloped 17 acres.  The Company will not develop the
acreage until it has closed two sales  contracts to fund the estimated costs for
off-site and on-site improvements (grading,  utilities,  storm sewer and paving)
of approximately $250,000.

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.

The Year 2000 Issue

The Year 2000 Issue is 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.

                                       14
<PAGE>


The  Company  is  continuing  the  review of its  computer  system to assess the
potential costs and scope of the Year 2000 issue. The Company utilizes a minimal
number of computer  programs  (primarily  accounts  payable,  general ledger and
payroll) in its operations.  The Company is utilizing both internal and external
resources to replace its current software for Year 2000 compliant software.  The
Company's goal is to complete all relevant  internal  software  remediation  and
testing by September 30, 1999.  The total cost to the Company of these Year 2000
issue  activities  has not been and is not  anticipated  to be  material  to its
financial  position  or results of  operations.  Any  hardware  and/or  software
purchased will be capitalized  in accordance  with normal policy.  Personnel and
all other costs related to the project are being expensed as incurred.

In addition to the Year 2000  compliance  issues we face with respect to our own
system,  we face risks that our vendors' and customers'  systems,  which are not
directly under our control,  may not become  compliant prior to January 1, 2000.
In addition,  if certain public  infrastructure  interruptions  in areas such as
utilities (electricity,  water or telephone), banking or government, result in a
disruption of our service,  our operations could be impacted for the duration of
the disruption.

A  contingency  plan  has not yet  been  developed  for  dealing  with  the most
reasonably  likely worst case scenario with respect to our Year 2000 compliance,
and such scenario has not yet been clearly identified. It is impossible to fully
assess  the  potential  consequences  in the event  service  interruptions  from
suppliers  occur or in the event there are  disruptions  in such  infrastructure
areas as utilities,  communications,  banking and government.  Assuming no major
public infrastructure service disruption occurs, we believe that we will be able
to manage our Year 2000  transition  without a material effect on our results of
operations or financial  condition.  We have not completed  contingency plans in
the event that a disruption in the public infrastructure does occur.

The above  information is based upon  management's  best  estimates,  which were
derived utilizing numerous assumptions of future events, including the continued
availability  of certain  resources,  third party  modification  plans and other
factors.  There can be no  assurance  that these  estimates  can be achieved and
actual results could differ materially from those anticipated.

Recent Accounting Pronouncements

In June 1998, the Financial Accounting Standards Board issued Statement No. 133,
"Accounting   for  Derivative   Instruments  and  Hedging   Activities,"   which
establishes  accounting  and  reporting  standards for  derivative  instruments,
including  certain  derivative  instruments  embedded in other contracts and for
hedging  activities.  The Company does not invest in derivative  investments nor
engage in hedging activity.

                                       15
<PAGE>


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

                                       16
<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           67          Chairman of the Board, President
                                                and Chief Executive Officer

     John A. Alsko                  58          Secretary/Treasurer and Director

     Robert J. Thrailkill           40          Vice President and Director

     Robert E. Thrailkill.  Mr.  Thrailkill has been President,  Chief Executive
Officer and Director of the Company  since its inception in February  1983.  Mr.
Thrailkill  previously  served as  Chairman  of the Board,  President  and Chief
Executive  Officer of Metro Capital  Corporation,  the  Company's  former parent
corporation,  from  February  1981 to  December  1995 at which  time there was a
change in control.  Mr. Thrailkill's  business background spans over 34 years of
management responsibility in privately and publicly-held companies.

     John A.  Alsko.  Mr.  Alsko  was  appointed  as  Secretary/Treasurer  and a
Director of the Company in November 1995.  Previously,  Mr. Alsko served 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.  Mr. Alsko is a
Certified Public Accountant.

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

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

                                       17
<PAGE>


     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, 1999,  1998 and 1997.  No other  executive
officer had total annual salary and bonus exceeding  $100,000 for the year ended
March 31, 1999.

<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  1999   $145,000  $  --   $ 11,200 (2)      $    --         --
President, Chief      1998    145,000     --       --                 --         --
Executive Officer     1997    145,000     --     46,200 (3)           --       45,000 (4)
and Director (1)

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

                                       18
</TABLE>
<PAGE>


     (1)  Robert E. Thrailkill was the Chief Executive  Officer of Metro Capital
          Corporation  ("Metro")  from  February  1981 to  December  1995 when a
          change in control  occurred.  In December 1995, Mr.  Thrailkill became
          Chief Executive Officer of Bishop Capital Corporation,  a wholly-owned
          subsidiary  of Metro,  into which the majority of assets of Metro were
          transferred when the change in control  occurred.  Metro  subsequently
          changed its name to American Rivers Oil Company ("AROC").  On June 20,
          1997,  the  Company's  Common Stock was  distributed  to AROC's Common
          shareholders as a partial liquidating dividend.

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

     (3)  Consists of 40,300  registered shares allocated and issued from AROC's
          1987  Stock  Bonus  Plan with a fair  market  value of $1.31 per share
          (22,000 shares) and $.94 per share (18,300 shares) on the award dates.

     (4)  Consists of AROC's securities  underlying options  exercisable on date
          of grant (July 31,  1996) at a per share  exercise  price of $1.38 and
          expires two years  thereafter.  The options were not  exercised by Mr.
          Thrailkill.

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, 1999.

     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, 1999.

     d.   Compensation of Directors

     There are no current  arrangements  for the  compensation  of directors for
services  rendered  since the current  directors  are  employees of the Company.
There are no other arrangements  whereby any of the Company's directors received
compensation for services as a director during fiscal 1999.

     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

                                       19
<PAGE>


accordance  with normal  business  practices  of the  Company;  his expenses are
reimbursed  in  accordance  with  the  Company's  policies  and  procedures;  he
participates in and receives established employee benefits and he is entitled to
participate  in  any  future  benefit  made  available  by  the  Company  to its
executives.  The  Agreement  terminates  upon  death  or  disability  and may be
terminated by the Company for cause (as defined in the Agreement). The Agreement
may also be terminated upon a breach of the Agreement, and in the event there is
a change in  control  of the  Company  (as  defined  in the  Agreement).  If the
Agreement is terminated because of a breach of the Agreement by the Company or a
change in control,  the Company  shall pay severance pay equal to the product of
(a) the annual salary rate in effect multiplied by (b) the greater of the number
of years  (including  partial years)  remaining in the term of employment or the
number three.  The Agreement  provides that upon death, the Company shall pay an
amount equal to the annual salary; upon disability, the Company shall pay salary
for the balance of the term of the Agreement (less amounts paid by insurance) or
until the executive becomes gainfully  employed,  whichever is sooner; and, upon
termination  for  cause,  the  Company  shall  pay  any  salary  due  up to  the
termination date.

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

     a.   Security Ownership of Certain Beneficial Owners

The  following  table shows,  as of June 22, 1999,  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.

                                       20
<PAGE>


     b.   Security Ownership of Management

The following  table shows, as of June 22, 1999,  management's  ownership of the
Company's Common Stock:

                                                Amount and Nature
                      Name and Address            of Beneficial         Percent
Title of Class      of Beneficial Owner             Ownership           of Class
--------------      -------------------             ---------           --------

Common Stock        Robert E. Thrailkill             153,220              17.5%
                    716 College View Drive
                    Riverton, WY 82501

Common Stock        John A. Alsko                     29,563               3.3%
                    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 (three persons)       206,221              23.5%


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 1999 in an amount exceeding $60,000.

     c.   Transactions with Promoters

     Not applicable

                                       21
<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)

          10.2      Purchase  Option  Agreement  dated  August 28, 1996  between
                    Bishop Powers, Ltd., a Colorado limited partnership,  Bishop
                    Capital  Corporation as General Partner and Diamond Shamrock
                    Refining and Marketing Company (1)

          10.3      Contract to Sell Real Estate dated November 14, 1996 between
                    Powers Ltd., a Colorado limited partnership,  Bishop Capital
                    Corporation  as General  Partner and 123 Cascade  Associates
                    LLC (1)

          10.4      Agreement  for the  Purchase  and  Sale of  Commercial  Real
                    Estate dated March 3, 1997 between  Bishop  Powers,  Ltd., a
                    Colorado limited partnership,  Bishop Capital Corporation as
                    General  Partner and State Bank & Trust of Colorado  Springs
                    (2)

          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)

                                       22
<PAGE>


        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)

        10.10       Construction  Contract  dated  June 5, 1997  between  Bishop
                    Capital  Corporation  as General  Partner of Bishop  Powers,
                    Ltd. and Pioneer Sand Company, Inc. (3)

        10.11       Agreement  for the  Purchase  and  Sale of  Commercial  Real
                    Estate dated January 27, 1998 between Bishop Powers, Ltd., a
                    Colorado limited partnership,  Bishop Capital Corporation as
                    General Partner and Grease Monkey International, Inc. (3)

        10.12       Agreement  for the  Purchase  and  Sale of  Commercial  Real
                    Estate dated March 20, 1998 between Bishop  Powers,  Ltd., a
                    Colorado limited partnership,  Bishop Capital Corporation as
                    General Partner and PCRO Limited Liability Company (3)

        10.13       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.

        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  annual
          report on Form 10-KSB for the fiscal year ended March 31, 1998.

     b.   Reports on Form 8-K

          None

                                       23
<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 22, 1999                    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 22, 1999                        /s/ Robert E. Thrailkill
                                            ------------------------
                                            Robert E. Thrailkill
                                            Chairman of the Board of Directors
                                            (Principal Executive Officer)


Date:  June 22, 1999                        /s/ John A. Alsko
                                            -----------------
                                            John A. Alsko
                                            Treasurer/Director
                                            (Principal Financial and Accounting
                                             Officer)


Date:  June 22, 1999                        /s/ Robert J. Thrailkill
                                            ------------------------
                                            Robert J. Thrailkill
                                            Vice President/Director




                                       24


<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                           PAGE
                                                                           ----

Independent Auditor's Report................................................F2

Consolidated Balance Sheet - March 31, 1999.................................F3

Consolidated Statements of Operations -
    For the Years Ended March 31, 1999 and 1998.............................F4

Consolidated Statements of Changes in Stockholders' Equity -
    For the Years Ended March 31, 1999 and 1998.............................F5

Consolidated Statements of Cash Flows -
    For the Years Ended March 31, 1999 and 1998.............................F6

Notes to Consolidated Financial Statements..................................F7



                                       F1

<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, 1999, and the related  consolidated
statements of operations,  changes in stockholders'  equity,  and cash flows for
the years ended  March 31, 1999 and 1998.  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,  1999,  and the results of their
operations  and their cash flows for the years ended March 31, 1999 and 1998, in
conformity with generally accepted accounting principles.




HEIN + ASSOCIATES LLP

Denver, Colorado
May 20, 1999, except for Note 12
    as to which the date is June 15, 1999


                                       F2

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 1999



                                     ASSETS
                                     ------
CURRENT ASSETS:
    Cash and equivalents                                            $    17,626
    Marketable securities                                               852,672
    Receivables:
         Gas royalties                                                   33,144
         Interest and other                                               8,210
    Prepaid expenses and other                                            7,507
                                                                    -----------
             Total current assets                                       919,159

PROPERTY AND EQUIPMENT:
    Building                                                            224,644
    Furniture and fixtures                                               66,887
    Vehicles and equipment                                               91,380
                                                                    -----------
                                                                        382,911
    Less accumulated depreciation                                      (170,526)
                                                                    -----------
             Net property and equipment                                 212,385
                                                                    -----------

OTHER ASSETS:
    Land under development                                              798,523
    Investment in limited partnership                                   217,008
    Gas royalty interest, net of
         accumulated amortization of $830,303                           236,748
    Deferred income taxes                                                69,000
    Notes receivable                                                     42,221
    Other assets, net                                                     4,039
                                                                    -----------
             Total other assets                                       1,367,539
                                                                    -----------

TOTAL ASSETS                                                        $ 2,499,083
                                                                    ===========


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

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                           $   105,289
    Current maturities of long-term debt                                 11,315
    Deferred income taxes                                                69,000
    Payable to broker                                                   230,565
                                                                    -----------
             Total current liabilities                                  416,169

LONG-TERM DEBT, less current maturities                                 209,780

COMMITMENTS (Notes 5 and 8)

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, 1,000 shares                                           (815)
    Capital in excess of par value                                    2,217,599
    Accumulated deficit                                                (352,434)
                                                                    -----------
             Total stockholders' equity                               1,873,134
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 2,499,083
                                                                    ===========


       See accompanying notes to these consolidated financial statements.

                                       F3

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS



                                                           FOR THE YEARS ENDED
                                                                MARCH 31,
                                                         ----------------------
                                                            1999         1998
                                                            ----         ----

REVENUES -
    Gross profit on real estate sold                     $ 211,206    $ 524,622

COSTS AND EXPENSES:
    General and administrative                             538,137      488,669
    Depreciation and amortization                           26,310       26,411
                                                         ---------    ---------
                                                           564,447      515,080
                                                         ---------    ---------

INCOME (LOSS) FROM OPERATIONS                             (353,241)       9,542

OTHER INCOME (EXPENSE):
    Gas royalties, net of amortization of $13,344           73,666       61,375
    Interest income                                         20,272       24,175
    Dividend income                                         11,193       10,839
    Rental income                                           18,472       14,716
    Net gain (loss) on sale of marketable securities        18,379      (31,705)
    Net unrealized gain on marketable securities           167,353      199,611
    Equity in limited partnership income (loss)              6,394       (3,975)
    Interest expense                                       (20,337)     (14,766)
                                                         ---------    ---------

INCOME (LOSS) BEFORE INCOME TAXES                          (57,849)     269,812

    Provision for income taxes:
        Current                                             58,000      (58,000)
        Deferred                                            42,000      (42,000)
                                                         ---------    ---------

NET INCOME                                               $  42,151    $ 169,812
                                                         =========    =========

EARNINGS PER SHARE                                       $     .05    $     .20
                                                         =========    =========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING              851,000      836,000
                                                         =========    =========


       See accompanying notes to these consolidated financial statements.

                                       F4

<PAGE>
<TABLE>
<CAPTION>

                                           BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                   CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                           FOR THE YEARS ENDED MARCH 31, 1999 AND 1998


                                          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, April 1, 1997                885,481   $     8,855          --     $      --     $ 2,245,995    $  (564,397)  $ 1,690,453

  Purchase of treasury stock              --            --          94,116      (100,677)         --             --        (100,677)
  Sale of treasury stock to officer       --            --         (47,000)       49,820          --             --          49,820
  Retirement of treasury stock         (47,116)         (471)      (47,116)       50,857       (50,386)          --            --
  Net income                              --            --            --            --            --          169,812       169,812
                                   -----------   -----------   -----------   -----------   -----------    -----------   -----------

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
                                   ===========   ===========   ===========   ===========   ===========    ===========   ===========



                               See accompanying notes to these consolidated financial statements.

                                                                F5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>

                        BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                          CONSOLIDATED STATEMENTS OF CASH FLOWS



                                                                    FOR THE YEARS ENDED
                                                                          MARCH 31,
                                                                   ----------------------
                                                                      1999         1998
                                                                      ----         ----

CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                <C>          <C>
     Net income                                                    $  42,151    $ 169,812
     Adjustments to reconcile net income to net cash provided
          by (used in) operating activities:
             Depreciation                                             26,310       25,837
             Amortization                                             13,344       13,916
             Deferred income taxes                                   (42,000)      42,000
             Common stock issued to employees for compensation        22,400         --
             Equity in limited partnership loss (income)              (6,394)       3,975
             Net (gain) loss on sale of marketable securities        (18,379)      31,705
             Net unrealized gain on marketable securities           (167,353)    (199,611)
             Provision for uncollectible notes receivable             45,000         --
             Changes in operating assets and liabilities:
                 (Increase) decrease in:
                      Restricted cash                                 54,310      (54,310)
                      Marketable securities                          (33,645)     (15,471)
                      Gas royalties receivable                       (21,421)       3,766
                      Interest and other receivables                  44,536      (43,760)
                      Receivables from AROC                             --          2,055
                      Prepaid expenses and other                         405        2,412
                      Land under development                        (126,491)    (104,296)
                 Increase (decrease) in:
                      Accounts payable and accrued expenses          (67,087)     129,332
                      Income taxes payable                           (33,000)      33,000
                      Customer deposit                                  --        (20,000)
                      Payable to broker                               75,282       70,177
                                                                   ---------    ---------
             Net cash provided by (used in) operating activities    (192,032)      90,539

CASH FLOWS FROM INVESTING ACTIVITIES:
     Funds advanced under notes receivable                           (30,000)        --
     Proceeds from collection of notes receivable                      4,084        1,414
     Purchase of property and equipment                              (16,212)     (52,315)
     Other                                                            (4,000)        --
                                                                   ---------    ---------
             Net cash used in investing activities                   (46,128)     (50,901)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Proceeds from borrowings                                        287,000       50,000
     Principal payments on borrowings                                (65,905)     (50,000)
     Treasury stock acquired                                            (825)    (100,677)
     Proceeds from sale of treasury stock to officer                    --         49,820
                                                                   ---------    ---------
             Net cash provided by (used in) financing activities     220,270      (50,857)
                                                                   ---------    ---------

NET DECREASE IN CASH AND EQUIVALENTS                                 (17,890)     (11,219)

CASH AND EQUIVALENTS, beginning of year                               35,516       46,735
                                                                   ---------    ---------

CASH AND EQUIVALENTS, end of year                                  $  17,626    $  35,516
                                                                   =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                        $  20,337    $  14,766
                                                                   =========    =========

     Cash received (paid) for income taxes                         $  20,000    $ (25,000)
                                                                   =========    =========



           See accompanying notes to these consolidated financial statements.

                                         F6
</TABLE>

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



1.   BASIS OF PRESENTATION:

     Reverse  Acquisition - In October 1995, Metro Capital  Corporation  (Metro)
     and  Karlton  Terry  Oil  Company  (KTOC)  entered  into an Asset  Purchase
     Agreement  whereby KTOC agreed to exchange  certain oil and gas  properties
     (the  "Contributed  Properties") for a total of 7,717,820 shares of Class B
     common stock of Metro,  which represented 80% of the issued and outstanding
     voting securities of Metro. On November 29, 1995, the shareholders of Metro
     approved this transaction and the closing occurred on December 8, 1995. The
     shareholders  also approved  changing the name of the Company from Metro to
     American Rivers Oil Company (AROC).

     Metro's assets, except for $700,000 cash and an insignificant oil property,
     were  transferred  at their  historical  carrying  value to a  wholly-owned
     subsidiary,    Bishop   Capital   Corporation,    formerly   Bishop   Cable
     Communications  Corporation  ("Bishop" or the  "Company"),  where they were
     operated  autonomously  by the prior  management  of Metro  pursuant to the
     terms of separate five-year Operating and Voting Agreements.  The Operating
     Agreement  provided  that  Bishop's   management  had  sole  authority  and
     discretion with respect to the business,  operations, and assets of Bishop.
     The Voting Agreement  appointed Bishop's president as attorney and proxy to
     vote in his sole and absolute discretion,  all of the shares of all classes
     of the common stock of AROC and/or Bishop owned by them with respect to any
     matter brought before the shareholders of AROC and/or Bishop relating to or
     involving exclusively Bishop.

     Change in Capital  Structure and Spinoff - Since  inception of the Company,
     there have been 4,500,000 shares of common stock  outstanding.  In November
     1996,  the Board of  Directors  of AROC (the  Company's  sole  stockholder)
     agreed to make a pro rata  distribution  of 885,481 shares of the Company's
     common stock to AROC's common  stockholders  (excluding  holders of Class B
     common stock) of record on November 18, 1996. The pro rata  distribution of
     shares occurred on June 20, 1997, and the remaining 3,614,519 shares of the
     Company's common stock owned by AROC were canceled.  Accordingly, all share
     and per share amounts in the  accompanying  financial  statements have been
     retroactively restated to give effect to the change in capital structure.


2.   NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     Nature of Operations - The Company is primarily  engaged in the development
     and sale of real estate.

     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.

                                       F7

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

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

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

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

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

     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,  Limited),  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.

     AROC  included the  Company's  operations  in its  consolidated  income tax
     return through June 20, 1997, when the spin-off was effected.  Income taxes
     were  allocated  between  AROC  and the  Company  as if the  Company  was a
     separate taxpayer.

     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


                                       F8
<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     under sales contracts to provide  improvements  after the property is sold.
     Under the  percentage-of-completion  method, the gain on sale is recognized
     as the related obligations are fulfilled.

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

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

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

     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.


                                       F9
<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



3.   MARKETABLE SECURITIES:

     The cost and estimated fair market value of trading securities at March 31,
     1999, are as follows:


                                                       Fair       Net
                                                      Market   Unrealized
                                            Cost      Value       Gains
                                            ----      -----       -----

        U.S. Treasury securities          $172,758   $173,678   $    920
        Redeemable preferred securities     89,500    104,500     15,000
        Equity securities                  249,441    574,494    325,053
                                          --------   --------   --------

                                          $511,699   $852,672   $340,973
                                          ========   ========   ========


     At March 31, 1999,  the Company had an investment in the equity  securities
     of a single company with a fair value of $284,000.  The Company also had an
     investment  in redeemable  preferred  securities of a single issuer with an
     estimated fair value of $104,500.


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,
     1999, the net carrying value of this interest amounts to $236,748. 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.

     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. Through
     March 31, 1999, the minority interest's share of the partnership's  profits
     and cash flows has not been material.


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  partner who is the general  partner 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, 1999, the Partnership's


                                       F10

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     activities  have been focused on the  development  of nine  commercial  pad
     sites on approximately  11 acres of a 20-acre parcel.  Two of the pad sites
     were sold  during  the year ended  March 31,  1999 and three pad sites were
     sold during the year ended March 31, 1998.

     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, 1999 and 1998, as follows:


                                                     1999         1998
                                                  ----------   ----------

       Sales of real estate                       $  594,026   $1,103,553
       Less cost of real estate sold                 382,820      578,931
                                                  ----------   ----------

           Gross profit on sales of real estate   $  211,206   $  524,622
                                                  ==========   ==========


     At March 31, 1999, all required development work related to fiscal 1999 and
     1998 sales had been completed and,  accordingly,  no profit was required to
     be deferred.

     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.  The Lease  provides  for a  termination  fee  payable  to the
     Purchaser  if the Lease is canceled by the Seller after the  expiration  of
     the  second  lease  year of  $1,000,000  in  lease  years 3  through  5 and
     declining  thereafter to $-0- in lease year 21. The Company's  share of the
     gain from the sale of the  improvements is  approximately  $50,000 of which
     approximately $1,000 and $4,000 was recognized using the installment method
     of accounting during the years ended March 31, 1999 and 1998, respectively.

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


          Balance sheet data at March 31, 1999:
              Current assets                                   $195,000
              Noncurrent assets                                 114,000
              Current liabilities                                (5,000)
              Deferred profit                                  (236,000)
              Notes payable - general partners                 (318,000)


                                       F11

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



                                                    Years Ended March 31,
                                                   ----------------------
                                                      1999         1998
                                                      ----         ----
     Operations data:
         Revenue                                   $  98,000    $ 100,000
         Costs and expenses                          (54,000)    (121,000)
                                                   ---------    ---------

         Net income (loss)                         $  44,000    $ (21,000)
                                                   =========    =========

         Company's equity in limited partnership
              income (loss)                        $   6,394    $  (3,975)
                                                   =========    =========



     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,
     1999, 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 value of the lease and 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.

     The  following is a schedule of future  principal  payments as of March 31,
     1999:


               Year Ending March 31,
               ---------------------

                      2000                           $ 11,315
                      2001                             12,285
                      2002                             13,338
                      2003                             14,481
                      2004                            169,676
                                                     --------

                                                     $221,095
                                                     ========




                                       F12

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



7.   INCOME TAXES:

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


                                                      Years Ended March 31,
                                                     ----------------------
                                                        1999        1998
                                                        ----        ----
    Computed tax benefit (expense) at the expected
       statutory rate                                $  20,000    $ (92,000)
    State income taxes, net of Federal benefit           1,000       (4,000)
    Non-deductible expenses                             (1,000)      (1,000)
    Change in valuation allowance                       92,000      (11,000)
    Surtax exemption                                   (12,000)       8,000
                                                     ---------    ---------

        Income tax benefit (expense)                 $ 100,000    $(100,000)
                                                     =========    =========


     The tax  effects of  temporary  differences  that give rise to  significant
     portions of deferred tax assets and  liabilities  as of March 31, 1999, are
     presented below:


         Deferred tax assets:
             Gas royalty interest                           $ 253,000
             Allowance for uncollectible notes receivable      16,000
             Property and equipment                             4,000
             Net operating loss carryforwards                 111,000
             Investment in limited partnership                 15,000
                                                            ---------
                    Total deferred tax assets                 399,000
             Less valuation allowance                        (265,000)
                                                            ---------
                    Net deferred tax asset                    134,000
                                                            ---------

         Deferred tax liabilities:
             Net unrealized gain on marketable securities    (122,000)
             Land under development                            (9,000)
             Other                                             (3,000)
                                                            ---------
                    Total deferred tax liabilities           (134,000)
                                                            ---------

                    Net deferred tax liabilities            $    --
                                                            =========

     The above balances are classified in the accompanying  consolidated balance
     sheet as follows:


                Net deferred tax asset, long-term      $ 69,000
                Net deferred tax  liability, current    (69,000)
                                                       --------

                                                       $   --
                                                       ========


                                       F13

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     As of March 31, 1999,  Bishop has a net  operating  loss  carryforward  for
     Federal  income tax  purposes of  approximately  $250,000,  net of $534,000
     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 $100,000 of the loss  carryforward is subject to limitations
     under IRS Section 382. If not previously utilized, these carryforwards will
     expire by 2019.


8.   COMMITMENTS:

     In October 1998, the Company entered into a limited  partnership  agreement
     with an unrelated third party to develop and construct a 350 unit apartment
     complex (the "Project"). The Company contributed $4,000 towards the project
     during  the year  ended  March 31,  1999.  The  Project  is  subject to the
     successful  rezoning of approximately 18 acres of undeveloped real property
     owned by the Company in Colorado  Springs,  Colorado and favorable  Project
     financing.  The  rezoning  process is expected to be completed by September
     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,  upon  successful  rezoning,  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.

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


     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.  The agreements  shall be
     automatically  extended an  additional  year on  September  30 of each year
     thereafter  unless written notice is given by either party that the term of
     employment will not be extended.  The agreements may be terminated upon the
     death or disability of the individual officer or for cause.


                                       F14

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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, 1999,  management's  best estimate is that the carrying  amount of cash
     and equivalents,  notes and other  receivables,  accounts payable,  accrued
     expenses,  and payable to broker,  approximates fair value due to the short
     maturity of these instruments.


10.  RELATED PARTY TRANSACTIONS:

     During  the year ended  March 31,  1998,  an officer  traded a plot of land
     valued at $15,000 plus a $20,000  deposit made in 1996 for a different plot
     of land.  This  plot of land was sold for  $16,000  to an  unrelated  party
     during the year ended March 31, 1999.

     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.

12.  SUBSEQUENT EVENT:

     On June 15, 1999, the general partner of Z-H, Ltd. (Seller) entered into an
     Agreement for Sale and Purchase (the  "Agreement")  with an unrelated third
     party  (Purchaser) for the sale of the real property,  currently subject to
     the Ground Lease (the  "Lease")  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.  If the Purchaser
     elects to proceed with the acquisition of the property,  additional earnest
     money deposits will be made in accordance  with the terms of the Agreement.
     The transaction is scheduled for closing by November 1, 2000.

     At March 31, 1999,  the net carrying value of the Company's 19% interest in
     Z-H,  Ltd.  is  $217,008.  Assuming  that this  transaction  is  completed,
     management  believes  the fair  value of its  investment  in Z-H,  Ltd.  is
     approximately $500,000 as of March 31, 1999.



                                       F15