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, 2001

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, 2001 were $447,993.

The aggregate market value of the voting stock held by non-affiliates as of May
31, 2001 was $888,788.

The number of shares outstanding of the issuer's Common Stock as of May 31, 2001
was 888,788.

Documents incorporated by reference:  None

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

<PAGE>



                                     Part I


Item 1. Description of Business

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

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

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

The Company had three full-time employees as of March 31, 2001.

Real Estate Operations

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

     (1) The Company contributed $250,000 cash to the first partnership (Bishop
Powers, Ltd.) which purchased approximately 55 acres of land (comprising
separate 20 and 35 acre parcels) for commercial development. The Company, as
general partner, has an 81% interest with the remaining 19% interest held
equally by two individual limited partners who are the general partners in the
second partnership (Z-H, Ltd., LLLP) discussed below. The Company was allocated
100% of the income and losses until it had been paid $600,000 plus interest
thereon at 8% per annum (not to exceed $100,000) after which the income and
losses will be allocated 81% to the Company and 19% to the limited partners. The
Company, as general partner, has exclusive management of the partnership. Any
transfer of a limited partner's interest requires the written consent of the
general partner. The Company, which commenced initial development of the 20 acre
parcel in fiscal 1998, is continuing to develop the remaining acreage. The
development plan for the 35 acre parcel is a combination of commercial pad sites
on 17 acres and an apartment complex on the remaining 18 acres.

                                       2

<PAGE>


In October 1998, the Company entered into a limited partnership agreement
(Creekside Apartments, LLLP) with an unrelated third party to develop and
construct a 328 unit apartment complex (the "Project"). The Project is subject
to the successful rezoning of the 18 acres of undeveloped real property owned by
the Company and favorable Project financing. The rezoning process was completed
and approved by the appropriate governmental authorities in February 2000. The
estimated cost of the Project is $28,500,000 of which $27,300,000 is anticipated
to be financed by a non-recourse loan from the U. S. Department of Housing and
Urban Development or any other third party lender. The land will be contributed
to the partnership at an agreed upon value of $1,600,000 for an initial 80%
limited partnership interest. The unrelated third party will contribute services
at an agreed upon value of $400,000 for the remaining 20% limited partnership
interest. This unrelated third party will also be the general partner and will
earn a 20% partnership interest upon the successful lender pre-application
conference. Any distributions from the partnership will be allocated to the
partners as defined in the partnership agreement. In addition, the limited
partners may be required to loan the partnership up to $400,000 each. As of
March 31, 2001, the Company had advanced funds of $80,000 to the partnership for
costs associated with the development process.

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

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

                                       3

<PAGE>


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

At March 31, 2001, the net carrying value of the Company's 19% interest in Z-H,
Ltd., LLLP is $267,576.

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

Regulation and Environmental Matters

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

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

                                       4

<PAGE>


Environmental Assessment ("Assessment") on the 20 acre parcel being developed in
Colorado Springs, Colorado. The Assessment did not reveal any non-compliance
with environmental laws. The Company is not aware of any non-compliance with
environmental laws, environmental liability or other environmental claims on its
real estate properties that the Company believes would likely have a material
adverse effect on the Company.

External Risk Factors

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

Permanent Easement Agreement

The Company entered into an Agreement for Conveyance of Easement with the City
of Colorado Springs, Colorado (the "City") for a 20 foot permanent easement for
a new sewer line on undeveloped property owned by the Company. The permanent
easement, of which a major portion lies on the western boundary of the
undeveloped property that borders a drainage channel, approximates 1.6 acres.
The City and the Company each engaged an independent real estate appraiser to
complete an appraisal on the affected property. The fee for the Company's real
estate appraisal was paid by the City. Based on the real estate appraisals, the
Company and the City agreed on a two-phase compensation plan of $125,533 for the
permanent easement. Phase I closed in September 2000 for $8,333 and Phase II
closed in January of 2001 for the balance of $117,200.

Park Land Donation

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

Natural Gas Royalty Interest

In December 1990, the Company purchased a royalty interest in certain natural
gas properties located in Wyoming from an unrelated third-party. Since the
Company did not have access to reserve information, the Company engaged an
independent petroleum geologist to review available geologic, engineering and
production data and to estimate the value for the natural gas royalty interest.
Based on this study and other factors, the Company paid approximately $1,067,000
for the royalty interests. In connection with the purchase, the Company formed

                                       5

<PAGE>


Bridger Creek Partnership (the "Partnership") which allocates to the Company, as
general partner, the first $40,000 of annual net income (as defined) from the
partnership and 80% of annual net income in excess of $40,000. After the Company
has received cumulative net income of $1,050,000, plus interest at prime
adjusted semi-annually, the Company will receive 60% of the annual net income
thereafter. At March 31, 2001, the net carrying value of this interest was
$210,060.

The royalty interest is in the Madden Unit (the "Unit") which produces natural
gas from producing horizons between 5,500 and 24,000 feet. A gas processing
plant in which the Partnership has no ownership interest treats the "sour gas"
produced from the Madison formation (24,000 feet). The plant processes 66 MMCFD
(million cubic feet per day) from three completed Madison wells. The operator of
the Unit completed modification plans in September 1998 that increased the plant
capacity from 50 MMCFD to 66 MMCFD. The construction of a second "sour gas"
processing plant located north of the existing plant was completed in July 1999.
The new plant has the capacity to process 66 MMCFD. A fourth Madison well, which
was completed in February 2000 and went on-line in August 2000. A fifth deep
well was not completed, but helps to define the reserves. There are two
additional Madison wells needed to supply the new processing plant. Drilling has
begun on one well and the second is scheduled to begin drilling in the summer of
2001. The saleable plant products include methane and sulfur. Carbon dioxide,
which is also removed from the sour gas, is being vented since there is no
current market for such product. The Partnership's royalty interest is subject
only to plant processing costs and severance and ad valorem taxes.

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

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

                                       6

<PAGE>


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

The Company's principal properties consist of approximately 36 acres of
developed and undeveloped real estate in Colorado and an office building, 11 lot
subdivision and natural gas royalty interest in Wyoming. None of the properties
are held subject to any encumbrance except for the office building, which is
pledged as collateral on the note payable to a bank at March 31, 2001.

Real Estate Investment Policies

Although the Company has no formal policy as to the allocation of assets among
its real estate investments, the Company has limited such investments to its
present real estate holdings that were acquired primarily for development. The
Company does not anticipate any major investments in real estate mortgages or
securities of, or interests in, companies primarily engaged in real estate
activities.

The Company's major real estate investment is the undeveloped real estate in
Colorado Springs, Colorado. This area has sustained a consistent growth in
population over the past twenty-five years. Population forecasts for the year
2000 reflect a 20% increase over 1990 which is a conservative 2% annualized
growth rate. Several new retail development centers and residential areas north
and east of the Company's property have been constructed or are in the planning
stages. Demographic and marketing studies by independent third-parties project
higher retail sales and population growth over a five-year period within a one
to five mile radius of the Company's property which is zoned PBC-2 (Planned
Business Center) and OC (Office Complex). The PBC zoning allows most commercial
and retail uses and the OC zoning permits office uses as well as destination
restaurants.

The Company is developing a 20 acre parcel called "The Crossing at Palmer Park"
and 17 acres called "Creekside Center at Galley" of a 35 acre parcel. The
remaining 18 acres will be contributed to a partnership that will develop and
manage a 328 unit apartment complex ("Creekside Apartments").

The Crossing at Palmer Park

The first phase of the development plan, which comprised 5 lots (4.62 acres),
was completed in fiscal year 1998. The costs for the on-site and off-site
development work were approximately $446,000. The Company closed sales on three
lots in fiscal year 1998 ($1,068,600) and one in fiscal year 1999 ($258,000).
The fifth lot remains unsold.

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

                                       7

<PAGE>


In May of 2000, the Company entered into a sale agreement to sell 1.0 acre to
AutoZone, Inc. for $440,000 for an automotive parts, supplies and accessories
store. The closing of the sale occurred in January 2001. The lot, which was
previously platted, has access to all improvements (roadway, utilities, etc.)
which were constructed in a prior fiscal year. Accordingly, the Company does not
anticipate expending any funds for development costs relating to this sale.

The western boundary of the remaining 14 acres of undeveloped real estate
borders a drainage channel that will require certain improvements as the
undeveloped land adjacent to the drainage channel is platted for development.
The Company estimates that the drainage channel improvement costs will
approximate $300,000.

The Company, pursuant to applicable City Code regulations, submitted cash
reimbursement requests totaling $381,000 to the City of Colorado Springs/El Paso
County Drainage Board (the "Drainage Board") for costs incurred on the
construction of public, reimbursable drainage facilities. The Drainage Board,
which reviews and approves all reimbursable requests, maintains an approved
payment list in chronological order of approval. The approved requests are paid
on a semi-annual basis subject to the availability of funds that are generated
by certain fees paid by developers and other parties. Accordingly, companies
with reimbursable requests on the approved payment list may ultimately not
receive any reimbursement. The approved reimbursable amounts can also be used as
credits to offset certain fees relating to plat filings or assigned to other
parties. The Drainage Board's December 31, 2000 approved payment list reflects
approximately $320,000 of reimbursement requests payable to other companies
prior to the Company receiving any reimbursement. The Company utilized $11,500
of their credits to offset certain fees associated with their plat filings and
assigned credits totaling $153,800 to unrelated third-parties for discounted net
cash proceeds of $111,200 that were credited against capitalized land
development costs. No assurance can be made that the Company will ultimately
receive any funds for the remaining balance of $215,700 and, accordingly, no
amounts have been accrued in the accompanying financial statements.

Creekside Center at Galley

The Company's Concept Plan and Plat for Phase I of this development was approved
by the appropriate governmental authorities in April 2000. Phase I consists of 4
lots totaling approximately 5 acres. In September 1999 the Company entered into
a sale agreement to sell 1.5 acres to Dillon Real Estate Co., Inc. ("Dillon")
for $658,892 for a convenience store with retail gas installations. The sale
closed in April 2000 and $360,000 of the net proceeds were escrowed for off-site
and on-site improvements. The Company received the remaining net proceeds of
$199,790.

                                       8

<PAGE>


In October 1999 the Company entered into a sale agreement to sell .84 acre to JH
Foods, Ltd. ("JH") for $367,220 for a fast food hamburger establishment. The
closing of the sale occurred in October 2000 and $126,089 of the net proceeds
were escrowed for off-site and on-site improvements. The Company received the
remaining net proceeds of $209,205.

The Company entered into a sales agreement with Waffle House in September of
2000 to sell .79 acres for $350,000 to establish a restaurant. The sale closing
was in February 2001. The net proceeds received by the Company were $312,213.

A construction contract for the Phase I development work consisting of grading,
utilities, storm sewer, paving and curb and gutter was signed in August 2000 for
$404,500. The Company has engaged an engineering firm to do the design of these
improvements. Since the off-site and on-site development work had not commenced
as of the Dillon closing date, the Company and Dillon agreed to place in escrow
the funds for such work. The escrow equaled 1.2 times the amount arrived at by
deducting from the estimated development costs of $300,000, the face amount of
any letters of credit the Company was required to post with the City. Since the
Company had not posted any letters of credit as of the closing date, the amount
deposited into escrow was $360,000. The Company and JH agreed that at closing,
if the actual cost of the development work, as evidenced by firm bids from
contractors, exceeds $300,000, the Company would escrow an amount equal to 1.2
times the amount of such excess. As a result, $126,000 was escrowed from the
proceeds of the JH sale.

When the Company commences Phase II of the development, it will be required to
make certain improvements to a drainage channel located on the western boundary
of the property. The Company has engaged a consultant to prepare a Master
Development Drainage Plan ("MDDP") for this parcel which includes estimated
costs for such improvements. In addition, the City of Colorado Springs will be
responsible for a portion of these costs arising from the City's acquisition of
a 20 foot permanent easement on the western boundary of the undeveloped property
as previously discussed under the section "Permanent Easement Agreement."

Creekside Apartments

In October 1998, the Company entered into a limited partnership agreement with
an unrelated third party to develop and construct a 328 unit apartment complex
(the "Project"). The Project is subject to the successful rezoning from PBC-2 to
R-5 of the 18 acres of undeveloped real property owned by the Company and
favorable Project financing. The rezoning process was completed and approved by
the appropriate governmental authorities in February 2000. The estimated cost of
the Project is $28,500,000 of which $27,300,000 is anticipated to be financed by
a non-recourse loan from the U. S. Department of Housing and Urban Development
or any other third party lender. The Company will 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

                                       9

<PAGE>


agreed upon value of $400,000 for the remaining 20% limited partnership
interest. This unrelated third party will also be the general partner. After the
successful lender pre-application conference, distributions to the partners will
be 20% to the general partner and the remaining 80% will be distributed 80% to
Bishop Powers, Ltd. and 20% to the general partner. Any distributions from the
partnership will be allocated to the partners as set forth in the partnership
agreement.

Reserves

Reserve information relating to the natural gas royalty interest owned is not
included 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, 2001 was
96,400 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, 2001.




                                     Part II


Item 5. Market for Common Equity and Related Stockholder Matters
        --------------------------------------------------------

Common Stock

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

                                       10

<PAGE>


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

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

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

             3/31/01                      1.750                   .665

As of May 31, 2001, 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.





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

                                       11

<PAGE>


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 $448,000 for the fiscal year ended March 31, 2001
compared to net income of $32,600 for fiscal 2000. The increase is primarily
attributable to an increase in real estate sales and gas royalties offset by
unrealized loss on marketable securities.

Fiscal 2001 Compared to Fiscal 2000

Gross profit on real estate sold of $734,700 in fiscal 2001 resulted from the
sale of four commercial lots in Colorado Springs, Colorado. In fiscal 2000, the
gross profit on real estate sold of $2,900 resulted primarily from the sale of
one lot in Riverton, Wyoming. The Company had real estate sales of $1,240,600 in
fiscal 2001 compared to $21,200 in fiscal 2000 that were offset by costs of real
estate sold of $506,000 and $18,300, respectively.

General and administrative expenses decreased $132,300 or 24% in fiscal 2001
primarily due to the reduction of payroll costs, which were high the prior year
due to the accrual of post-employment benefits payable to a former Corporate
Officer.

Depreciation and amortization decreased $3,000 or 18% in fiscal 2001 due to some
assets becoming fully depreciated.

Gas royalties, net of amortization, increased $230,300 in fiscal 2001 compared
to fiscal 2000 primarily due to additional gas wells on production and
completion of a second "sour gas" processing plant. Natural gas production
increased 2% (96,400 mcf in 2001 compared to 94,600 mcf in 2000) and the average
sales price of natural gas increased 123% ($4.48 per mcf in 2001 compared to
$2.01 per mcf in 2000). Gas processing costs and production taxes increased 19%
($28,600 in 2001 compared to $23,900 in 2000) and is primarily due to additional
gas plant production.

Interest income increased $400 or 4% in fiscal 2001 from fiscal 2000 primarily
due to stronger cash balances in the current fiscal year.

Easement income of $114,600 is the net result of the sale of a sewer line
easement to the City of Colorado Springs, Colorado.

                                       12

<PAGE>


Rental income increased $2,000 or 7% in fiscal 2001 from fiscal 2000 primarily
due to tenant annual lease increases of office space in the Company's corporate
office building.

The net gain on sale of marketable securities of $30,500 in fiscal 2001 is the
gain from the sale of one equity security.

The net unrealized loss on marketable securities of $423,000 in fiscal 2001
represents the net change in the market value of the trading securities
portfolio from March 31, 2000.

Equity in limited partnership income reflects a loss of $1,000 in fiscal 2001
due to limited operation.

Interest expense decreased $15,200 in fiscal 2001 compared to fiscal 2000
primarily due to repayments of the bank note.

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

Financial Condition

At March 31, 2001, the Company had working capital of $823,800.



The following summary table reflects comparative cash flows for the Company for
the two years ended March 31, 2001:

                                                           Years Ended
                                                            March 31,
                                                     -----------------------
                                                        2001         2000
                                                       ------       ------
     Net cash provided by (used in):
         Operating activities                        $ 666,400    $  (8,200)
         Investing activities                          (17,100)         800
         Financing activities                         (173,800)      11,800

Net cash used in operating activities increased from $(8,200) in fiscal 2000 to
$666,400 in fiscal 2001. The increase is primarily attributable to an increase
in net income and an increase in deferred revenue from the sale of commercial
pad sites in Colorado Springs, Colorado.


Net cash used in investing activities in fiscal 2001 resulted primarily from
advances on notes receivable of $65,000 offset by the proceeds from sales of
marketable securities of $36,600. In fiscal 2000, net cash provided by investing

                                       13

<PAGE>


activities resulted primarily from proceeds from the sale of property and
equipment of $6,900 and collection of notes receivable of $5,200 offset by the
purchase of equipment for $11,300.

Net cash used in financing activities in fiscal 2001 resulted primarily from
distributions to minority partners of $104,300, purchase of treasury stock for
$59,100 and repayment of borrowings of $10,400. Net cash provided by financing
activities in fiscal 2000 resulted from bank borrowings of $24,000 offset by
repayment of borrowings of $10,200 and the purchase of treasury stock for
$2,000.

The Company's material commitments for capital expenditures in the next twelve
months will be in conjunction with the undeveloped acreage in Colorado Springs,
Colorado relating to (i) the Phase III development of "The Crossing at Palmer
Park" on the remaining 6 acres (ii) the proposed "Creekside Apartments" project
consisting of 328 units on 18 acres and (iii) the development of "Creekside
Center at Galley" on 17 acres.

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

In connection with the proposed apartment complex, the Company may have to loan
Creekside Apartments, LLLP, under terms of the partnership agreement, up to
$320,000 for costs associated with the development process and other partnership
matters. The Company anticipates that the loan advances, will be funded from
either working capital or cash proceeds from lot sales.

The Company has commenced the Phase I development of the Creekside Center at
Galley. The estimated costs for the Phase I development work consisting of
grading, utilities, storm sewer, paving, curb and gutter and 24" water main are
approximately $672,700. These costs have been funded by the $360,000 that was
placed in escrow from the closing of the Dillon real estate sale contract in
April 2000 and the $126,089 placed in escrow from the JH Foods closing in
October 2000. Subsequent to March 31, 2001, a change order was signed for
$218,000 for the costs of installing a 24" city water main to service Creekside
Center. Reimbursements from the City will be applied for when the water main has
been approved, although reimbursements are not guaranteed and are subject to
Water Resources Department approval and available funds.

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

                                       14

<PAGE>


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.


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



                                    Part III
                                    --------

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

               Identification of Directors and Executive Officers

             Name                  Age                 Office
             ----                  ---                 ------
     Robert E. Thrailkill           69      Chairman of the Board, President
                                                and Chief Executive Officer

     Sherry L. Moore   (1)          52      Secretary

     Robert J. Thrailkill   (2)     42      Director

     (1)  Ms. Moore was elected an officer effective July 1, 2000.

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

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

                                       15

<PAGE>


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

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

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

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

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

     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.

                                       16

<PAGE>
<TABLE>
<CAPTION>


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

     Summary Compensation Table

The following table sets forth the compensation received by the Chief Executive
Officer for the years ended March 31, 2001, 2000 and 1999. No other executive
officer had total annual salary and bonus exceeding $100,000 for the year ended
March 31, 2001.



                                                                             Long Term
      Name                           Annual Compensation                 Compensation Awards
      and                  ----------------------------------------   ------------------------
    Principal                                           Other Annual      Restricted    Options
    Position               Year     Salary     Bonus   Compensation   Stock Award ($)  SARS(#)
    --------               ----     ------     -----   ------------   ---------------  -------
<S>                        <C>     <C>         <C>     <C>      <C>      <C>            <C>
Robert E. Thrailkill       2001    $145,000    $ --    $ 41,000 (2)      $    --         --
President, Chief           2000     145,000      --        --                 --         --
Executive Officer          1999     145,000      --      11,200 (1)           --         --
and Director

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

          (2)       Consists of two issues of 20,000 restricted shares each as
                    additional compensation with a fair market value of $.67 and
                    $1.38 per share.

          Compensation of Directors

     There are no current arrangements for the compensation of directors for
services rendered. There are no other arrangements whereby any of the Company's
directors received compensation for services as a director during fiscal 2001.

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

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

                                       17
</TABLE>

<PAGE>


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 May 31, 2001, 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             198,470              22.3%
                  716 College View Drive
                  Riverton, WY 82501

Common Stock      Francarep, Inc.  (1)              68,750               7.8%
                  50 Av. des Champs-Elysees
                  75008 Paris, France
----------------

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

     b. Security Ownership of Management

The following table shows, as of June 1, 2001, 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            198,470               22.3%
                  716 College View Drive
                  Riverton, WY 82501

Common Stock      Robert J. Thrailkill             23,438                2.6%
                  716 College View Drive
                  Riverton, WY 82501

Common Stock      Sherry L. Moore                   5,625                 .6%
                  P.O. Box 925
                  Riverton, WY  82501

Common Stock      All officers and directors
                  as a group (three persons)      227,533               25.6%


                                       18

<PAGE>


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 2001 in an amount exceeding $60,000.




                                     Part IV


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

     a. Exhibits

          3.1  Articles of Incorporation and Bylaws (1)

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

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

                                       19

<PAGE>


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

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

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

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

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


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

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

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

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

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

                                       20

<PAGE>


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

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

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

          21   Subsidiaries of the Registrant (2)

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

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

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

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

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

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

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

     b. Reports on Form 8-K

          None

                                       21

<PAGE>


                                   Signatures


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

                                            BISHOP CAPITAL CORPORATION
                                            (Registrant)


Date: June 26, 2001                         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 26, 2001                              /s/  Sherry L. Moore
                                               --------------------------------
                                                      Sherry L. Moore
                                                      Secretary/Chief Financial
                                                      Officer


Date: June 26, 2001                              /s/  Robert J. Thrailkill
                                               --------------------------------
                                                      Robert J. Thrailkill
                                                      Director


                                       22

<PAGE>



                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                            PAGE
                                                                            ----

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

Consolidated Balance Sheet - March 31, 2001..................................F-3

Consolidated Statements of Income - For the Years Ended
 March 31, 2001 and 2000.....................................................F-4

Consolidated Statements of Changes in Stockholders' Equity -
 For the Years Ended March 31, 2001 and 2000.................................F-5

Consolidated Statements of Cash Flows - For the Years Ended
 March 31, 2001 and 2000.....................................................F-6

Notes to Consolidated Financial Statements...........................F-7 to F-14


                                      F-1


<PAGE>


                          INDEPENDENT AUDITOR'S REPORT



Board of Directors
Bishop Capital Corporation
Riverton, Wyoming


We have audited the accompanying consolidated balance sheet of Bishop Capital
Corporation and subsidiaries as of March 31, 2001, and the related consolidated
statements of income, changes in stockholders' equity, and cash flows for the
years ended March 31, 2001 and 2000. 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, 2001, and the results of their
operations and their cash flows for the years ended March 31, 2001 and 2000, in
conformity with generally accepted accounting principles.



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

Denver, Colorado
May 25, 2001


                                      F-2


<PAGE>
<TABLE>
<CAPTION>


                           BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEET
                                         MARCH 31, 2001

                                             ASSETS
                                             ------
CURRENT ASSETS:
    <S>                                                                            <C>
    Cash and equivalents                                                           $   497,546
    Restricted cash                                                                    244,517
    Marketable securities                                                              758,367
    Receivables:
         Gas royalties                                                                 101,223
         Interest and other                                                             23,982
    Prepaid expenses and other                                                          15,798
                                                                                   -----------
             Total current assets                                                    1,641,433
PROPERTY AND EQUIPMENT:
    Building                                                                           231,699
    Furniture and fixtures                                                              74,814
    Less accumulated depreciation                                                     (146,764)
                                                                                   -----------
             Net property and equipment                                                159,749
                                                                                   -----------
OTHER ASSETS:
    Land under development                                                             885,562
    Investment in limited partnership                                                  267,576
    Gas royalty interest, net of accumulated amortization of $856,991                  210,060
    Deferred income taxes                                                              178,000
    Notes receivable                                                                    96,403
    Other assets, net                                                                    6,632
                                                                                   -----------
             Total other assets                                                      1,644,233
                                                                                   -----------
TOTAL ASSETS                                                                       $ 3,445,415
                                                                                   ===========
                             LIABILITIES AND STOCKHOLDERS' EQUITY
                             ------------------------------------
CURRENT LIABILITIES:
    Accounts payable and accrued expenses                                          $    87,169
    Current maturities of long-term debt                                                11,278
    Deferred revenue                                                                   575,272
    Deferred income taxes                                                               18,000
    Payable to broker                                                                  125,877
                                                                                   -----------
             Total current liabilities                                                 817,596

LONG-TERM DEBT, less current maturities                                                213,261

COMMITMENTS (Notes 5 and 9)

MINORITY INTEREST                                                                       80,989

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; 918,355 shares
    issued                                                                               9,184
    Treasury stock, 33,128 shares, at cost                                             (61,954)
    Capital in excess of par value                                                   2,258,199
    Accumulated deficit                                                                128,140
                                                                                   -----------
             Total stockholders' equity                                              2,333,569
                                                                                   -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                         $ 3,445,415
                                                                                   ===========


               See accompanying notes to these consolidated financial statements.

                                              F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                      BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                           CONSOLIDATED STATEMENTS OF INCOME

                                                              FOR THE YEARS ENDED
                                                                   MARCH 31,
                                                          --------------------------
                                                              2001           2000
                                                          -----------    -----------
<S>                                                       <C>            <C>
REAL ESTATE SALES                                         $ 1,240,648    $    21,244
COST OF REAL ESTATE SALES                                     505,983         18,270
                                                          -----------    -----------
GROSS PROFIT ON REAL ESTATE SOLD                              734,665          2,974

COSTS AND EXPENSES:
    General and administrative                                423,320        555,610
    Depreciation and amortization                              13,386         16,353
                                                          -----------    -----------
                                                              436,706        571,963
                                                          -----------    -----------

INCOME (LOSS) FROM OPERATIONS                                 297,959       (568,989)

OTHER INCOME (EXPENSE):
    Gas royalties, net of amortization of $13,344             386,997        156,684
    Interest income                                            11,366         10,962
    Dividend income                                            21,628         18,435
    Rental income                                              30,911         28,916
    Net gain on sale of marketable securities                  30,511        285,708
    Net unrealized gain (loss) on marketable securities      (423,019)       113,707
    Equity in limited partnership income (loss)                (1,006)        51,574
    Interest expense                                          (29,536)       (44,760)
    Sale of sewer easement                                    114,565           --
    Other                                                        --            3,852
                                                          -----------    -----------

INCOME BEFORE INCOME TAXES                                    440,376         56,089

Income tax (provision) benefit:
    Current                                                      --             --
    Deferred                                                  160,000           --
                                                          -----------    -----------
                                                              600,376           --

MINORITY INTEREST IN INCOME OF PARTNERSHIP                   (152,383)       (23,507)
                                                          -----------    -----------

NET INCOME                                                $   447,993    $    32,582
                                                          ===========    ===========

EARNINGS PER SHARE (BASIC AND DILUTED)                    $       .50    $       .04
                                                          ===========    ===========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (BASIC
AND DILUTED)                                                  893,000        876,000
                                                          ===========    ===========


          See accompanying notes to these consolidated financial statements.

                                         F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                                            BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                            FOR THE YEARS ENDED MARCH 31, 2001 AND 2000



                                     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, 1999            878,355   $     8,784        (1,000)   $      (815)   $ 2,217,599   $  (352,434)   $ 1,873,134

  Purchase of treasury stock          --            --          (2,561)        (2,005)          --            --           (2,005)
  Net income                          --            --            --             --             --          32,582         32,582
                               -----------   -----------   -----------    -----------    -----------   -----------    -----------

BALANCES, March 31, 2000           878,355         8,784        (3,561)        (2,820)     2,217,599      (319,852)     1,903,711

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

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


                               See accompanying notes to these consolidated financial statements.


                                                               F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                             BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                               FOR THE YEARS ENDED
                                                                                    MARCH 31,
                                                                             ----------------------
                                                                                2001        2000
                                                                             ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
     <S>                                                                    <C>          <C>
     Net income                                                              $ 447,993    $  32,582
     Adjustments to reconcile net income to net cash provided by (used in)
         operating activities:
             Minority interest                                                 152,383       23,507
             Depreciation                                                       10,881       16,353
             Amortization                                                       13,344       13,344
             Deferred income taxes                                            (160,000)        --
             Common stock issued to employees for compensation                  41,000         --
             Equity in limited partnership income                                1,006      (51,574)
             Net gain on sale of marketable securities                         (30,511)    (285,708)
             Net change in unrealized (gain) loss on marketable securities     423,019     (113,707)
             Gain on sale of property and equipment                               --         (3,852)
             Changes in operating assets and liabilities:
                 (Increase) decrease in:
                      Restricted cash                                         (244,517)        --
                      Marketable securities                                   (355,239)     419,876
                      Gas royalties receivable                                 (83,363)      15,284
                      Interest and other receivables                           (22,255)       6,483
                      Prepaid expenses and other                                 7,864        9,653
                      Land under development                                   (75,947)     (11,567)
                 Increase (decrease) in:
                      Accounts payable and accrued expenses                    (78,297)      69,591
                      Deferred revenue                                         575,272         --
                      Payable to broker                                         43,758     (148,446)
                      Tax liabilities                                             --           --
                                                                             ---------    ---------
             Net cash provided by (used in) operating activities               666,391       (8,181)

CASH FLOWS FROM INVESTING ACTIVITIES:
     Funds advanced under notes receivable                                     (65,000)        --
     Proceed from sales of marketable securities                                36,574         --
     Proceeds from collection of notes receivable                                5,660        5,158
     Purchase of property and equipment                                         (4,886)     (11,252)
     Proceeds from sale of property and equipment                                 --          6,916
     Other                                                                      10,550         --
                                                                             ---------    ---------
             Net cash provided by (used in) investing activities               (17,102)         822

CASH FLOWS FROM FINANCING ACTIVITIES:
     Distributions to minority shareholders                                   (104,316)        --
     Proceeds from borrowings                                                     --         24,000
     Principal payments on borrowings                                          (10,399)     (10,156)
     Treasury stock acquired                                                   (59,134)      (2,005)
                                                                             ---------    ---------
             Net cash provided by (used in) financing activities              (173,849)      11,839
                                                                             ---------    ---------
NET INCREASE IN CASH AND EQUIVALENTS                                           475,440        4,480

CASH AND EQUIVALENTS, beginning of year                                         22,106       17,626
                                                                             ---------    ---------
CASH AND EQUIVALENTS, end of year                                            $ 497,546    $  22,106
                                                                             =========    =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                  $  29,625    $  44,760
                                                                             =========    =========
     Cash received for income taxes                                          $    --      $   5,000
                                                                             =========    =========
SUPPLEMENTAL SCHEDULE OF NONCASH FINANCING AND INVESTING ACTIVITY:
     Prepaid vehicle lease through vehicle sale                              $    --      $  40,475
                                                                             =========    =========


                 See accompanying notes to these consolidated financial statements.

                                                F-6
</TABLE>

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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

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

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

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

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

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

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

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

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

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

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

                                      F-7

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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

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

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

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

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

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

                                      F-8

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

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

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

     The cost and estimated fair market value of trading securities at March 31,
     2001, are as follows:

                                                            Fair         Net
                                                           Market    Unrealized
                                               Cost        Value     Gain (Loss)
                                            ---------    ---------    ---------

         Redeemable preferred securities    $ 391,706    $ 391,873    $     167
         Equity securities                    335,688      366,494       30,806
                                            ---------    ---------    ---------

                                            $ 727,394    $ 758,367    $  30,973
                                            =========    =========    =========


     At March 31, 2001, the Company's investment in equity securities included
     two companies with fair values of $121,000 and $114,000. The Company also
     had investments in two redeemable preferred securities with fair values of
     $199,000 and $152,000.

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

     In December 1990, the Company purchased a royalty interest in certain gas
     properties located in Wyoming for approximately $1,067,000. At March 31,
     2001, the net carrying value of this interest amounts to $210,060. 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. For the
     year ended March 31, 2001, general partner and limited partner
     distributions were $156,321 and $70,896; respectively.

                                      F-9

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


5.   LAND DEVELOPMENT PARTNERSHIPS:
     -----------------------------

     General Partnership Interest - In October 1993, the Company became the
     general partner of a limited partnership to develop or sell 55 acres of
     undeveloped real estate. The Company contributed $250,000 cash for its 81%
     general partnership interest. The remaining 19% interest is held by the
     limited partners who are the general partners in the partnership described
     below. The Company was allocated 100% of the income and losses until it had
     been paid $700,000, after which the allocation is apportioned according to
     ownership interests. At March 31, 2001, general partner and limited partner
     distributions were allocated as $1,276,245 and $33,418; respectively. As of
     March 31, 2001, the Partnership's activities were focused on the
     development of four commercial pad sites on approximately 5 acres of a
     30-acre parcel. Three of the pad sites under development were sold during
     the year ended March 31, 2001. Accordingly, $575,272 of revenue was
     deferred at March 31, 2001, as additional development work was required
     under these sales contracts. Additionally, a previously developed pad was
     sold for which no profit was deferred. No pad sites were sold during the
     year ended March 31, 2000.

     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, 2001 and 2000, as follows:


                                                          2001           2000
                                                      -----------    -----------

         Sales of real estate                         $ 1,240,648    $    21,244
               Less cost of real estate sold              505,983         18,270
                                                      -----------    -----------

                Gross profit on sales of real estate  $   734,665    $     2,974
                                                      ===========    ===========



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

     Limited Partnership Interest - The Company also became a limited partner in
     a limited partnership, which purchased approximately 35 acres of
     undeveloped land adjacent to the land mentioned above. The partnership
     constructed a golf driving range, miniature golf, and batting facility
     which was completed in July 1994. The Company contributed $350,000 cash for
     its 19% partnership interest, which is reported under the equity method of
     accounting. In July 1997, the general partner (Seller) entered into an
     Agreement of Purchase and Sale of Leasehold with an unrelated third party
     (Purchaser) for the sale of all improvements, buildings, and fixtures for
     $71,500 cash, $100,000 of Purchaser's restricted common stock and
     assumption by Purchaser of approximately $887,000 of debt. The closing of
     the transaction occurred in October 1997. In connection with the real
     property, the parties entered into a 25-year Ground Lease (the "Lease")
     whereby the Purchaser will pay annual rents aggregating $3,909,000 over the
     Lease term. On June 15, 1999, the general partner of Z-H, Ltd. (Seller)
     entered into an Agreement for Sale and Purchase (the "Agreement") with an
     unrelated third party (Purchaser) for the sale of the real property,
     currently subject to the Ground Lease (the "Lease") for $4,400,000 cash.
     Under terms of the Agreement, the Purchaser has a 270-day investigative
     period to perform due diligence and arrange financing. Subsequent to March
     31, 2000, the Purchaser elected to proceed with the acquisition of the
     property, and additional earnest money deposits were made in accordance
     with the terms of the Agreement. On May 31, 2000, the Purchaser was given a

                                      F-10

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     six-month extension on the Agreement postponing the closing date until May
     1, 2001. With the payment of an additional $25,000 in earnest money on
     April 25, 2001, the Agreement was amended postponing the closing date to
     August 15, 2001 or such earlier date as the parties may mutually agree. The
     $75,000 of earnest money previously paid was escrowed and became
     non-refundable, although still applicable to the purchase price. The
     Amendment also provided for additional monthly extensions with the payment
     of non-refundable extension fees that are not applicable to the purchase
     price. The fees for the first two extensions are $10,000 each, the second
     two extension fees are $20,000 each and the fee for the final extension is
     $30,000. As of March 15, 2000, the lease agreement was terminated with all
     improvements and personal property assigned to the limited partnership. The
     Company's share of the gain from the sale of the improvements is
     approximately $50,000 of which approximately $0 and $45,000 was recognized
     using the installment method of accounting during the years ended March 31,
     2000 and 1999, respectively.

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


         Balance sheet data at March 31, 2001:
              Current assets                             $ 192,000
              Noncurrent assets                            482,000
              Current liabilities                          (44,000)
              Notes payable - general partners            (318,000)
              Notes payable - other                       (350,000)


                                                          Years Ended March 31,
                                                         ----------------------
                                                           2001         2000
                                                         ---------    ---------
         Operations data:
              Revenue                                    $ 127,000    $    --
              Costs and expenses                          (162,000)     (48,000)
              Other income (expense)                        30,000      319,000
                                                         ---------    ---------

              Net income (loss)                          $  (5,000)   $ 271,000
                                                         =========    =========

              Company's equity in limited partnership
              income (loss)                              $  (1,006)   $  51,574
                                                         =========    =========


     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,
     2001, there is a difference of approximately $260,000 between the carrying
     value of the Company's investment and its 19% interest in the net assets
     and liabilities of the limited partnership. This difference is primarily
     attributable to the residual value of the land.

                                      F-11

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



6.   BENEFIT PLAN:
     ------------

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

     The Company, at its discretion, may make additional contributions to the
     Plan. The Company made contributions of $36,235 for 2001. No contributions
     by the Company were made in 2000.


7.   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,
     2001:

     Year Ending March 31,

          2002                                              $   11,278
          2003                                                  12,231
          2004                                                 201,030
                                                            ----------
                                                            $  224,539

8.   INCOME TAXES:
     ------------

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

                                                         Years Ended March 31,
                                                       ------------------------
                                                          2001          2000
                                                       ----------    ----------
          Computed tax expense at the expected
          statutory rate                               $   98,000    $   10,000
          State income taxes, net of Federal benefit       11,000         1,000
          Non-deductible expenses                            --          (1,000)
          Utilization of NOL carryforwards                (61,000)         --
          Change in valuation allowance                  (208,000)       (4,000)
          Surtax exemption                                   --          (6,000)
                                                       ----------    ----------

                       Income tax expense (benefit)    $ (160,000)   $     --
                                                       ==========    ==========

                                      F-12

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     The tax effects of temporary differences that give rise to significant
     portions of deferred tax assets and liabilities as of March 31, 2001, are
     presented below:

         Deferred tax assets:
                 Gas royalty interest                             $    172,000
                 Land under development                                 60,000
                 Net operating loss carryforwards                      116,000
                 Other                                                   3,000
                                                                  ------------
                       Total deferred tax assets                       351,000
                 Less valuation allowance                             (172,000)
                                                                  ------------
                       Net deferred tax asset                          179,000
                                                                  ------------

         Deferred tax liabilities:
                 Net unrealized gain on marketable securities           12,000
                 Other                                                   6,000
                                                                  ------------
                       Total deferred tax liabilities                   18,000
                                                                  ------------

                       Net deferred tax asset                     $    161,000
                                                                  ============


     As of March 31, 2001, Bishop has a net operating loss carryforward for
     Federal income tax purposes of approximately $238,000, net of $87,000 which
     is subject to limitations under IRS Section 382 as a result of the spin-off
     discussed in Note 1. If not previously utilized, these carryforwards will
     expire by 2020.

9.   COMMITMENTS:
     ------------

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

     Effective December 1995, the Company entered into a five-year employment
     agreement (the "Agreement") with the Company's president (the "Executive"),
     which provides for minimum annual compensation of $145,000 plus employee
     benefits. On the last day of September of each year thereafter, the term of
     the Agreement shall be automatically extended an additional year unless,
     prior to such last day of September, the Company or the Executive shall
     have delivered written notice that the term of employment will not be
     extended. The Agreement may be terminated by the Company only upon the
     death or disability of the Executive or for cause. If the Executive is

                                      F-13

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


     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.

10.  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, 2001, management's best estimate is that the carrying amount of cash
     and equivalents, notes and other receivables, accounts payable, notes
     payable, accrued expenses, and payable to broker, approximates fair value
     due to the short maturity of these instruments or the interest rate
     approximates the Company's effective borrowing rate.

11.  RELATED PARTY TRANSACTIONS:
     --------------------------

     The Company made income distributions totaling $104,314 to limited partners
     throughout fiscal year 2001. The Company also purchased treasury shares
     from a former director for $59,126 during February of 2001.

12.  STOCK-BASED COMPENSATION:
     ------------------------

     During the year ended March 31, 2001, the Company issued 40,000 shares of
     its common stock to an employee 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 $41,000 for the year ended March 31,
     2001. There were no shares issued for the year ended March 31, 2000.

13.  SUBSEQUENT EVENT:
     ----------------

     Subsequent to March 31, 2001, the Company entered into additional
     construction costs valued at approximately $218,000 to build a water main
     on the construction in Colorado Springs. The Company plans to submit to the
     City for reimbursement for design and material costs; however, it is
     currently not approved by the City of Colorado Springs.


                                      F-14