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, 2005

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.)

222 N. Broadway, 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, 2005 were $ 5,174.

The aggregate market value of the voting stock held by non-affiliates as of June
24, 2005 was $1,695,972.

The number of shares outstanding of the issuer's common stock as of June 24,
2005 was 969,127.

Documents incorporated by reference:  None.

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

<PAGE>


                                     PART I


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

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

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

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

The Company had three full-time employees as of March 31, 2005.

Proposed Withdrawal From Reporting Under Securities and Exchange Act of 1934
----------------------------------------------------------------------------

During the past several years, the Company has incurred substantially increased
time and expense to prepare reports under the Securities Exchange Act of 1934
("1934 Act"). The requirements of the Sarbanes-Oxley Act of 2002 will further
significantly increase the time and expense, particularly for accounting and
legal fees.

Management has been evaluating the significant and continually increasing cost,
compared to the benefit, if any, of remaining a public company including the
costs of maintaining accounts for approximately 1,700 shareholders of record
owning less than 110 shares. The Company is incurring substantial expenses to be
a public company. However, there is no liquid public market for the Company's
common shares and it is unlikely that liquidity for the Company's shares will
develop. The Board has determined that the costs of remaining a public company
are not justifiable, nor in the best interest of the Company and its
shareholders. For this reason, a Special Meeting of the Registrants'
Shareholders was called for December 16, 2004. The purpose of the Meeting was
for the shareholders to consider and vote on an amendment to the Registrant's
Articles of Incorporation to effect a 1 for 110 reverse stock split, which would
result in the Registrant having less than 300 shareholders of record of its
common stock. The Registrant would then be able to terminate the registration of
its common stock under the Securities and Exchange Act of 1934 and to no longer
be obligated to file periodic reports, such as quarterly and annual reports, and

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to make other filings with the Securities and Exchange Commission. The
Registrant's management determined that it was in the Registrant's best
interests to no longer incur the substantial economic burden of being a public
company when the Registrant could not obtain the principal benefits of being a
public company - in particular, having a sustained public market and liquidity
for its common stock; and, the ability to raise capital in the public market.

Upon implementing the reverse stock split and repurchase of fractional shares,
the Company can terminate the registration of the common stock under the
Exchange Act pursuant to Section 12(g)(4) of the Exchange Act, and the Company's
duty to file periodic reports with the SEC, such as quarterly and annual
reports, will end.

At the December 16, 2004 Special Meeting of Shareholders, the Registrant's
shareholders voted overwhelmingly in favor of the amendment to the Registrant's
Articles of Incorporation and the Registrant's eliminating the substantial
expense of continuing to be an SEC reporting company. 651,856 shares were
represented at the Meeting, more than a majority of the 969,127 shares of common
stock outstanding and entitled to vote on the amendment as of the November 5,
2004 record date. 544,318 shares were voted in favor of the amendment; 104,712
shares against; and 826 shares abstained from voting.

The Company is not implementing the reverse split transaction, nor is it
terminating SEC reporting pending resolution of litigation. See, "Legal
Proceedings."

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 were 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 are allocated 81% to the Company and 19% to the limited partners. The
Company, as general partner, has exclusive management of the partnership. Any
transfer of a limited partner's interest requires the written consent of the
general partner. The Company, which commenced initial development of the 20 acre
parcel in fiscal 1998, is continuing to develop the remaining acreage. Of the 35

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acre parcel 5 acres have been developed into Creekside Center at Galley and 20
acres were contributed to Creekside Apartments, LLLP for the construction of the
apartment complex and a public road. The Company intends to develop the
remaining acreage for commercial pad sites at an approximate cost of $130,000.

     In October 1998, the Company entered into a limited partnership agreement
(Creekside Apartments, LLLP) with an unrelated third party to develop and
construct a 328 unit apartment complex (the "Project"). The Project was subject
to the successful rezoning of the 18 acres of undeveloped real property owned by
the Company and favorable Project financing. The rezoning process was completed
and approved by the appropriate governmental authorities in February 2000. In
November 2001 construction and permanent financing was obtained with a HUD 221
(d) 4 loan of $27,867,900 with a fixed rate of 6.85% and will cover the 24-month
construction period as well as the 40-year permanent term. Construction began in
December 2001 with completion in November 2003. The first units were available
for occupancy in November 2002. The land was contributed to the partnership in
conjunction with the non-recourse HUD loan closing at an agreed upon value of
$1,600,000 for an initial 80% limited partnership interest. The unrelated third
party contributed services at an agreed upon value of $400,000 for the remaining
20% limited partnership interest. This unrelated third party is also the general
partner and earned a 20% partnership interest upon the successful lender
pre-application conference. Any distributions from the partnership will be
allocated to the partners as defined in the partnership agreement, which gives
the limited partners a 10% return of investment preference before any
distributions are made to the general partner. In addition, the limited partners
may be required to loan the partnership up to $400,000. As of March 31, 2005,
the Company had advanced funds of $215,000 to the partnership for costs
associated with the development process.

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

     (2) The Company contributed $100,000 cash to the second partnership (Z-H,
Ltd., LLLP) which purchased approximately 35 acres of land on which the
partnership constructed a recreational facility, Hitters Haven, which commenced
operations in July 1994. The Company, as the limited partner, had 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.

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

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credit balances in the Partner's respective capital accounts. The balance will
be distributed to the Partners proportionate to their percentage of partnership
interest. In March 2002 the General Partners made a distribution to the Partners
of $3,000,000, of which, Bishop Capital received $570,000. The remaining assets
had been liquidated and any outstanding bills paid before final distributions
were made to the Partners in October 2002. The Company's final distribution was
$379,000.

Riverton, Wyoming. In October 1995, the Company acquired approximately 5 acres
of undeveloped real estate located adjacent to a golf course in Riverton,
Wyoming for $80,000 and expended approximately $154,000 for improvements
(utilities, drainage, roadway, etc.) in developing a 15 lot subdivision. During
fiscal year 1999, the Company replatted 12 of the remaining 14 lots into 10 lots
to increase their size. In the current fiscal year, the Company sold 2 of the 7
lots available for sale for a gross profit of $5,200. An additional lot is
platted but has very limited marketability due to multiple easements on the
property.


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

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

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

                                       5

<PAGE>


Insurance
---------

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

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

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

Natural Gas Royalty Interest

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

At March 31, 2005, the net carrying value of this interest was $156,684.

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 (Lost Cabin Gas
Plant) is comprised of three trains with a total processing capacity of 310
mmcfd (million cubic feet per day) from seven completed Madison wells. Although
some of these wells are not within the participating area in which the Company
owns royalty interests. The saleable plant products include oil and sulfur.
Carbon dioxide, which is also removed from the sour gas, is being vented since
there is no current local market. The Partnership's royalty interest is subject
only to plant processing costs and severance and ad valorem taxes.

In June 2003, Burlington Resources Inc. shut down the Lost Cabin Gas Plant as a
precautionary measure. At least one high pressure gas gathering line supplying

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gas to the plant kinked. Several days later partial production was restored and
preliminary repair work had begun. All repairs to the flowlines have been
completed and all wells are back on production. The Company is currently
receiving royalty from five of the producing wells due to the recent expansion
of the participating area.

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

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

The Company's principal properties consist of approximately 18 acres of
developed and undeveloped real estate in Colorado and 5 subdivision lots and
natural gas royalty interest in Wyoming. None of the properties are held subject
to any encumbrance.

Real Estate Investment Policies

Although the Company has no formal policy as to the allocation of assets among
its real estate investments, the Company has limited such investments to its
present real estate holdings that were acquired primarily for capital gain and
income. The Company has 23 percent of its assets invested in developed and
undeveloped real estate and negative 10 percent in the apartment complex in
Colorado Springs, Colorado, and an additional 3 percent of its assets in
developed real estate in Riverton, Wyoming. The allocation of assets and
investments may be changed without a vote of the Company's shareholders. At this
time, there are no plans to change the ratio. 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 expects
most financing and operating requirements will be met through working capital.
There are no limitations on the number or amount of mortgages that may be placed
on any one piece of property. There is no other material company policy with
respect to real estate.

                                       7

<PAGE>


The Company's major real estate investment is the undeveloped real estate in
Colorado Springs, Colorado. 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. A Wal Mart Superstore is now open on the former
Hitters Haven property and the 328 unit Creekside Apartments has been
constructed adjacent to the unsold Creekside Center at Galley property. The
Company's property, which is zoned PBC-2 (Planned Business Center) and OC
(Office Complex), allows most commercial and retail uses and the OC zoning
permits office uses as well as destination restaurants.

The last three years, Colorado Springs has experienced considerable economic
adversity and now is beginning to show signs of strengthening with gains being
concentrated in retail trade, professional and technical services
(defense-related contracting), and local school districts. "Nearly 6,500 new
dwelling units were permitted during 2004 with 5,774 of that being for single
family units. However, only 710 new multifamily units were permitted during the
year. New apartment construction has slowed considerably in recent years in
response to vacancy rates that have hovered in the low double-digit range. Low
home mortgage rates, however, continue to spur demand for new single-family
homes. Also, with both the stock market and bond market generating meager
yields, it appears that many area residents have been viewing real estate as
better investment alternative." "A total of 6,500 new units are anticipated to
be constructed in 2005 with nearly 6,000 of that total being single-family
units." The troops at Ft. Carson are a significant part of the economy in the
area surrounding the Company's property. The relocation of 3,700 troops to Fort
Carson in mid-2005 will be largely offset by deployments. These factors have
pushed apartment occupancies down causing rental rate discounting. "The recovery
of the Colorado Springs economy is anticipated to gain momentum in 2005 although
the overall performance of the economy will likely be below historic norms."
City of Colorado Springs 2005 Budget Report, Economic Overview and Outlook.

Bishop Powers currently owns approximately two acres of developed and 16 acres
of undeveloped land that it is holding for future sale. Bishop Powers is
actively attempting to sell the rest of its real property. However, due to the
current state of the Colorado Springs economy, and the fact that many of the
more favorable parcels have already been sold, the Company anticipates that the
sale of any additional properties will require a substantial period of time. Any
amounts ultimately realized by Bishop Powers on additional sales will be based
upon market conditions at that time over which the Company does not have
control. The Company also anticipates additional funding will be required to
perform the on-site and off-site development work necessary to complete any
sales, substantially reducing the marketability of this property as a whole.

The Company is developing a 16 acre parcel called "The Crossing at Palmer Park"
and 11 acres called "Creekside Center at Galley".

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<PAGE>


Policy with Respect to Certain Activities

The following describes the policy or proposed policy with respect to each of
the following types of activities:

     (a) To issue senior securities.

     The Company is authorized to issue 15,000,000 shares of common stock, par
value $.01 per share, and 5,000,000 shares of preferred stock, no par value per
share. As of June 24, 2005 there were 969,127 shares of common stock
outstanding, no class of preferred stock has been designated and there are no
preferred shares outstanding. The Company has not, and does not intend at this
time to issue any preferred stock or any senior securities.

     (b) To borrow money.

     The Board has authorized the President and Secretary to negotiate, execute
and deliver any and all documents or instruments they deem necessary or proper
to pledge or mortgage any property real or personal of the Company for the
purpose of securing specific letters-of-credit and mortgages. The Company has no
formal policy on borrowing money.

     (c) To make loans to other persons.

     The Company has not made any loans to other persons in the last three
years. Although the Board is authorized to make loans to other persons, the
Company has no formal policy on loans to other persons.

     (d) To invest in securities of other issuers for the purpose of exercising
control.

     The Company has not invested in securities of other issuers for the purpose
of exercising control, and does not intend at this time to invest in securities
of other issuers for the purpose of exercising control.

     (e) To underwrite securities of other issuers.

     The Company has not underwritten securities of other issuers for the
purpose of exercising control, and does not intend at this time to underwrite
securities of other issuers for the purpose of exercising control.

     (f) To engage in the purchase and sale (or turnover) of investments.

     The Board has authorized the President and Secretary to transfer, convert,
endorse, purchase, sell, assign and deliver any and all shares of stocks, bonds,
or other securities as they deem necessary and proper. The Board may authorize
any person it deems proper, but the Company has no formal policy on the purchase
and sale of investments.

                                       9

<PAGE>


     (g) To offer securities in exchange for property.

     The Company has not offered securities in exchange for property, and does
not intend at this time to offer securities in exchange for property.

     (h) To repurchase or otherwise reacquire its shares or other securities.

     The Company has not repurchased shares of its common stock in the last
three years. Other than in connection with the proposed reverse stock split the
Company does not intend, at this time, to repurchase or otherwise reacquire its
shares or other securities.

     (i) To make annual or other reports to security holders.

     The Company's common stock is currently registered under Section 12(g) and
the Company is filing annual, periodic and other reports pursuant to the
Securities Exchange Act of 1934, as amended (the "1934 Act"). The Company's
shareholders have approved the proposed reverse stock split and repurchase of
fractional shares in the going private transaction. If this transaction is
completed, the Company will no longer be required to, and will not, file reports
under the 1934 Act. However, the Company will provide shareholders with year-end
financial statements upon written request.

The Crossing at Palmer Park

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

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

The western boundary of the remaining approximate 8 acres of developable real
estate borders a drainage channel that will require certain improvements prior
to platting any additional lots in this development. The Company estimated that
the drainage channel improvement costs would be approximately $200,000. The
Company has reviewed this estimate and believes current costs would be
approximately $320,000.

When the Company develops Phase III in The Crossing at Palmer Park Center, it
will incur development costs for utilities, storm sewer, paving, and additional
drainage channel improvements. The Company will not commence this development
until it has closed on a Phase III lot sale to fund the estimated on-site and
off-site development costs of approximately $546,000.

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<PAGE>


The Company has one developed lot in the Crossing at Palmer Park Center, which
has limited marketability due to utility easements on the property.

The Company has no lot sales pending in The Crossing at Palmer Park Center.

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 prior years, the Company closed on the
sale of three of the four lots in Creekside Center at Galley for $1,376,112 of
which $486,089 of the net proceeds were escrowed for off-site and on-site
improvements. The Company received the remaining net proceeds of $721,208.

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

In October 2004 the Company entered into a conditional contract for the sale of
a tract of land in Creekside Center. The sale was contingent upon, among other
things; the buyers receiving an approved development plan from the City of
Colorado Springs. In order to obtain this approval the tract must be able to be
re-platted as a lot. In January 2005 the Company extended the Contingency Date
on the contract at the request of the potential buyer.

Creekside Apartments

In October 1998, the Company entered into a limited partnership agreement with
an unrelated third party (a major Colorado real estate management company) to
develop and construct a 328 unit apartment complex (the "Project"). The Project
was subject to the successful rezoning from PBC-2 to R-5 of the 18 acres of
undeveloped real property owned by the Company and favorable Project financing.
The rezoning process was completed and approved by the appropriate governmental

                                       11

<PAGE>


authorities in February 2000. The cost of the Project was $28,500,000 of which
$27,868,000 was financed by a non-recourse HUD 221 (d) 4 loan with a fixed rate
of 6.85% which covered the 24-month construction period as well as the 40-year
permanent term from the U. S. Department of Housing and Urban Development. There
are no pre-payment provisions through 2009 and then yield maintenance through
2014. The loan, which will mature in 2043, has a current principle balance of
$27,707,000. If all scheduled payments are made there will be no balance due at
maturity. Construction began in December 2001 with completion in November of
2003. The Company has contributed the land to the partnership at an agreed upon
value of $1,600,000 for an initial 80% limited partnership interest. The
unrelated third party will contribute services with an agreed upon value of
$400,000 for the remaining 20% limited partnership interest. This unrelated
third party will also be the general partner. After limited partners have
received a cumulative preferred return of 10% on their capital contributions,
distributions to the partners will be 20% to the general partner and the
remaining 80% to the limited partners. Any distributions from the partnership
will be allocated to the partners as set forth in the partnership agreement.

Effective July 31, 2002, the General Partner of Bishop Powers, Ltd. elected to
distribute the Company's 80% limited partnership interest in Creekside
Apartments, LLLP to the partners of Bishop Powers, Ltd. Bishop Capital
Corporation, the General Partner, received 81% of the 80% limited partnership
interest, giving it a net interest in Creekside Apartments, LLLP of 64.8%. The
Limited Partners of Bishop Powers, Ltd. received a net interest of 15.2% of
Creekside Apartments, LLLP. The loan advances of $215,000 plus interest made by
Bishop Powers, Ltd. will remain payable to Bishop Powers, Ltd. The individual
Limited Partners will fund any additional loan advances required under the terms
of the partnership agreement. The Company may have to loan Creekside Apartments,
LLLP, an additional $259,200 for costs associated with operating and other
partnership matters. The Company anticipates that the loan advances, if any,
will be funded from working capital.

In December 2003 the partners agreed to assign a 1% partnership interest to the
general contractor for the project in exchange for relief from construction cost
overruns on Creekside Apartments. The agreement was effective January 1, 2003.
All the partners contributed proportionately to the 1% reducing the Company's
partnership interest by .648% from 64.8% to 64.152%.

Creekside Apartments, LLLP, of which Bishop Capital is a 64.152% Limited
Partner, began leasing of completed apartments in November 2002. Rental rates
range from $749 to $1079 per month for a 9 - 12 month lease. Tenants currently
occupy 308 units of the 328 unit apartment complex located in Colorado Springs,
Colorado. Although the occupancy rate is high, rents are being discounted to
maintain this rate. Not withstanding this high occupancy rate, Creekside had a
net loss of $1,177,000 for the year ended December 31, 2004.

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<PAGE>


The following table shows lease expirations, as of May 31, 2005, for the next
ten years, assuming none of the tenants exercises renewal options (unaudited):
<TABLE>
<CAPTION>


                 Number                 Gross Rentable Area                    Annualized Base Rent
  Expiration     of Leases              -------------------                    ---------------------
     Year        Expiring         Square Footage        % of Total          $ Amount          % of Total
--------------------------------------------------------------------------------------------------------
<S>                  <C>             <C>                  <C>              <C>                    <C>
     2005            223             221,439              67.94            2,258,678              68
     2006             84              83,412              25.61              850,802              26
     Model             1               1,280                .39                --                --
    Vacant            20              19,569               6.06              199,603               6

    Totals           328             325,700             100.00           $3,309,083             100.00
</TABLE>

The Partnership is using the MACRS depreciation method with a current
depreciable cost basis in Creekside Apartments of $23,751,662. The depreciation
will be taken as shown below:

      Classification                Basis             Current Year Depreciation
      --------------                -----             -------------------------

      27.5 years                 $20,237,891                  $718,876
      15.0 years                   1,517,441                   110,562
       7.0 years                      36,885                     8,357
       5.0 years                   1,956,458                   597,665
       5.0 years (offsite)           343,966                    32,677


Realty taxes are based on an assessment percentage applied to the market value
of the property before taxes are calculated. The assessment percentage for
residences is projected to be 7.96%. Based on the current mill levy of .073512
the annual taxes on the project are estimated to be $152,180.

Reserves
--------

Reserve information relating to the natural gas royalty interest owned is not
included in this report because the information is not made available to royalty
interest owners by Louisiana Land and Exploration Company, a wholly-owned
subsidiary of Burlington Resources Inc., the operator of the properties. The
Company's share of production from the royalty interest for the year ended March
31, 2005 was 107,100 mcf.

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

    On November 23, 2004 Robert Robotti, together with his investment company,
who own approximately 8.9 percent (8.9%) of the Registrant's common stock filed
an action in the Federal District Court, Southern District of New York seeking

                                       13

<PAGE>


to prevent the Special Meeting of the Registrants' Shareholders called for
December 16, 2004. The purpose of the Meeting was for the shareholders to
consider and vote on an amendment to the Registrant's Articles of Incorporation
to effect a 1 for 110 reverse stock split, which would result in the Registrant
having less than 300 shareholders of record of its common stock. The Registrant
would then be able to terminate the registration of its common stock under the
Securities and Exchange Act of 1934 and to no longer be obligated to file
periodic reports, such as quarterly and annual reports, and to make other
filings with the Securities and Exchange Commission. The Registrant's management
determined that it was in the Registrant's best interests to no longer incur the
substantial economic burden of being a public company when the Registrant could
not obtain the principal benefits of being a public company - in particular,
having a sustained public market and liquidity for its common stock; and, the
ability to raise capital in the public market.

Robotti bought additional shares during 2004 knowing that the Registrant would
seek shareholder approval of the amendment to the Registrants' Articles of
Incorporation in order to no longer incur the substantial expense of remaining a
public company. Almost a year before the Meeting, Robotti notified the
Registrant that he wanted to buy all of its outstanding shares for $1. Later he
made other offers to purchase select assets of the Registrant and also, to
purchase all of its shares for $2 per share, all of which were rejected by the
Registrant and are disclosed in the Registrant's Proxy Statement related to the
Shareholder Meeting. While Robotti wanted to buy the shares for himself for $1
and $2, he himself now claims that the shares are worth over $9 per share.

In his lawsuit filed shortly before the Shareholders Meeting, Robotti claimed
that the Registrant's Proxy Statement was materially inaccurate regarding, among
other things, the information concerning the value of the Registrant's assets,
which Robotti sought to buy for less that book value per share. Robotti sought a
court order to require the Registrant to amend the Proxy Statement in accordance
with his views, if the Registrant were to proceed with a Shareholders Meeting.
The Registrant responded by filing a motion to transfer the case to the Federal
District Court for Wyoming, where the Registrant is incorporated and has its
principal place of business. The Registrant also filed a motion to dismiss
Robotti's lawsuit. At the suggestion of the Court, the parties agreed to enter a
standstill agreement under which the Shareholder Meeting and vote would proceed,
but the amendment - if approved by the shareholders - allowing the Registrant to
discontinue incurring the significant expense of SEC reporting, would not be
made effective pending court determination or other resolution of the
litigation.

At the December 16, 2004 Special Meeting of Shareholders, the Registrant's
shareholders voted overwhelmingly in favor of the amendment to the Registrant's
Articles of Incorporation and the Registrant's eliminating the substantial
expense of continuing to be an SEC reporting company. 651,856 shares were
represented at the Meeting, more than a majority of the 969,127 shares of common
stock outstanding and entitled to vote on the amendment as of the November 5,
2004 record date. 544,318 shares were voted in favor of the amendment; 104,712
shares against; and 826 shares abstained from voting.

                                       14

<PAGE>


On December 21, 2004 the Court granted Registrant's motion and transferred the
action from New York to the Wyoming Federal District Court, where Registrant's
motion to dismiss will be ruled on. The Wyoming court held a hearing on the
motion to dismiss on May 16, 2005, but has not yet ruled on the motion. A
hearing on Robotti's motion for an injunction is scheduled for July 26-28.


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

At a Special Meeting of Shareholders held on December 16, 2004, the shareholders
of the Registrant voted in favor of an amendment to its Articles of
Incorporation to effect a 1 for 110 reverse stock split and the repurchase of
the resulting fractional shares. Upon implementing the reverse stock split,
there will be less than 300 shareholders of record of the Registrant's common
stock. The Registrant will then be eligible, and intends to terminate the
registration of its common stock under the Securities Exchange Act of 1934. The
Registrant's duty to file periodic reports, such as quarterly and annual
reports, and to make other filings with the Securities and Exchange Commission
will then end. As a result, the Registrant would no longer incur the substantial
economic burden of being a public company when it could not obtain the principal
benefits of being a public company - in particular, having a sustained public
market and liquidity for its common stock; and, the ability to raise capital in
the public market.

651,856 shares were represented at the Meeting, more than a majority of the
969,127 shares of common stock outstanding and entitled to vote on the amendment
as of the November 5, 2004 record date. 544,318 shares were voted in favor of
the amendment; 104,712 shares against; and 826 shares abstained from voting.

The shareholders overwhelmingly approved the amendment enabling the Registrant
to cease SEC reporting and repurchase post-reverse split fractional shares at $1
per share (on a pre-split share price basis). However, the Registrant will not
at this time implement the amendment because of pending litigation with Robert
Robotti and his investment company. See Legal Proceedings.


Subsequent Events
-----------------

In May 2005 the potential buyer for the tract of land in Creekside Center
terminated all its contractual rights because it could not resolve the numerous
development issues with this property.

In June 2005, the Company sold a residential lot in Riverton, Wyoming at a
profit of approximately $2,600.

                                       15
<PAGE>


                                     PART II


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

Common Stock

The Company's common stock (trading symbol "BPCC") is quoted on the Pink Sheets.
However, there is no public market for the Company's shares. The following table
shows the high and low bid prices for the common stock of the Company for the
periods indicated as reported by Pink Sheets. The quotations represent prices
between dealers and do not include retail mark-up, markdown, or commission and
may not represent actual transactions.


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

             3/31/03                       1.01                     .55
             6/30/03                        .75                     .55
             9/30/03                        .65                     .20
            12/31/03                        .70                     .20

             3/31/04                       1.70                      .70
             6/30/04                       1.75                    1.30
             9/30/04                       2.25                    1.50
            12/31/04                       2.25                    1.35

             3/31/05                       2.85                    1.35

As of June 24, 2005, there were approximately 1,800 holders of record of the
Company's common stock (which number does not include shareholders whose shares
are held of record by brokerage firms).

Dividends

The Company has never paid dividends on its common stock. The Company 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.

                                       16

<PAGE>


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

The following discussion of this report may contain certain forward-looking
statements. 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. The
forward-looking statements within this report 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 unaudited consolidated financial statements
and notes included elsewhere herein.

Critical accounting policies and significant estimates

The Company's accounting policies are discussed within the notes to the
financial statements within this Form 10-KSB.

The preparation of financial statements involves significant estimates, which
could change as additional and new information becomes available. Such changes
can have a material impact on the Company's financial reporting. Significant
estimates are described below:

Future obligations to Creekside Apartments investments

The Company has recorded losses in Creekside Apartments under the equity method
as described in the notes to the financial statements within this Form 10-KSB.
The Company has committed to advance to the partnership an additional $259,200.
At this time the Company does not anticipate making advances in excess of this
amount. The general partner in Creekside has indicated that the Company may be
required to advance up to an additional $1,950,000 to preserve its current
partnership interest percentage. The Company currently does not intend to make
any such advances. As of March 31, 2005, the Company has not recorded
approximately $718,000 of additional losses attributable to its ownership
interest. To the extent the Company commits to advance to the Creekside
partnership additional funds in excess of the $259,200 currently committed,
additional losses would be recorded. To reduce future capital requests, the
Company may sell a portion or all of its investment interest. Such sale would
impact the ultimate return realized by the Company on this investment.

Realization of investment in property

The Company periodically evaluates its real estate holdings for impairment. Such
properties are held for re-sale and are impacted by market conditions beyond the
Company's control. Currently the Company believes its properties will be fully
recovered and no impairment for loss is required.

                                       17

<PAGE>


Income taxes

The Company has net operating loss tax carry forwards, which future realization
is dependent upon generating future taxable income. The tax asset resulting from
these loss carry forwards have been substantially offset by a valuation
allowance. If the Company achieves profitability over a reasonable period, such
valuation allowance will be reversed.

Results of Operations

The Company had a net loss of $128,800 for the fiscal year ended March 31, 2005
compared to net loss of $26,700 for fiscal 2004. The increase is primarily
attributable to an increase in gas royalties, gain on sale of property and
equity in partnership losses offset by decreases in real estate sales, realized
and unrealized gain on marketable securities, in minority interests in earnings.

Fiscal 2005 Compared to Fiscal 2004

The Company had 2 residential lot sales in fiscal 2004. In fiscal 2003, there
was 1 commercial and 3 residential real estate sales. Gross profit of $5,200 on
real estate sold in fiscal 2005 resulted from the sale of residential lots.

General and administrative expenses increased $190,900 or 43% in fiscal 2005 due
primarily to increases of $93,300 in legal fees, $28,000 in corporate and
fiscal, $21,400 in personnel expense, and $21,800 in payroll due to stock
bonuses.

Depreciation and amortization decreased $3,900 or 13% in fiscal 2005 due to the
sale of the office building.

Gas royalties, net of amortization, increased $194,900 in fiscal 2005 compared
to fiscal 2004 primarily due to increases in gas prices and approval of
expanding the unit. Natural gas production increased 42% (107,100 mcf in 2005
compared to 75,500 mcf in 2004) and the average sales price of natural gas
increased over 2004 ($ 5.28 per mcf in 2005 compared to $4.41. per mcf in 2004).
Gas processing costs and production taxes increased 70% ($75,900 in 2005
compared to $44,600 in 2004) primarily due to increased production and unit
expansion.

Interest income decreased $13,600 or 32% in fiscal 2005 from fiscal 2004
primarily due to portfolio changes in interest bearing investments.

Dividend income increased $8,500 or 38% in fiscal year 2005 from fiscal 2004
primarily due to an increase in equities in the Company's investment portfolio.

                                       18

<PAGE>


Rental income increased $1,100 or 4% in fiscal 2005 from fiscal 2004 primarily
due to additional space leased in the Company owned office building offset by
losses due to the sale of the office building.

The net loss on sale of marketable securities of $7,500 in fiscal 2005 is
primarily due to the sale of securities below cost.

The net unrealized loss on marketable securities of $88,500 in fiscal 2005
represents the net change in the market value of the trading securities
portfolio from March 31, 2004.

Equity in limited partnership income reflected a loss of $498,200 in fiscal 2004
due to losses on the apartment complex mainly from depreciation and mortgage
interest accruals. In 2005 no equity in limited partnership income was recorded
due to the extent the Company has committed to advance Creekside $259,200. To
the extent the Company commits to advance to the Creekside partnership
additional funds in excess of the $259,200 currently committed, additional
losses would be recorded.

Interest expense decreased $8,200 in fiscal 2005 compared to fiscal 2004
primarily due to repayments of the bank note.

The minority interest in income of partnerships of $85,600 represents Bridger
Creek Partnership's limited partner's 20% share of net gas royalty income
computed on a fiscal year basis and the limited partners of Bishop Powers, Ltd.
19% interest in the Colorado Springs, Colorado property under development.

Financial Condition

At March 31, 2005, the Company had working capital of $1,216,000.

The following summary table reflects comparative cash flows for the Company for
the years ended March 31, 2005 and 2004:

                                                          Years Ended
                                                            March 31,
                                                   ------------------------
                                                      2005           2004
                                                      ----           ----

 Net cash provided by (used in):
        Operating activities                       $ (220,500)       74,700
        Investing activities                          374,800       211,000
        Financing activities                         (175,100)     (242,600)

Net cash used in operating activities in fiscal year 2005 is primarily
attributable to an increase from the sale of the Company's office building of
$157,800, an increase in marketable securities of $139,700 offset by a decrease
of $85,700 in minority interests, an unrealized loss on marketable securities of

                                       19

<PAGE>


$88,500 and issuance of $77,000 of common stock as employee compensation and fee
payment. By comparison, in fiscal year 2004, a reduction of $459,200 in equity
in limited partnerships income, a decrease of $144,400 in minority interests and
a decrease in land under development of $58,800 offset by an increase in
marketable securities of $338,800, an unrealized gain on marketable securities
of $202,100 a $52,000 increase in land under development, realized gain of
$53,900 on marketable securities and a reduction in payable to broker of
$86,400.

Net cash provided by investing activities in fiscal 2005 resulted primarily from
proceeds from sale of fixed assets of $290,600 and proceeds from sales of
marketable securities of $90,800 offset by purchase of fixed assets of $7,000.
In fiscal 2004, net cash provided by investing activities resulted primarily
from a marketable security sales proceeds of $257,200 and collection on notes
receivable of $2,800 offset by fixed asset purchases of $48,200.

Net cash used in financing activities in fiscal 2005 resulted primarily from
repayment of borrowings of $112,000 and distributions to minority partners of
$68,200 offset by advances on notes payable of $6,000. Net cash used in
financing activities in fiscal 2004 resulted primarily from repayment of
borrowings of $314,000 and distributions to minority partners of $143,500 offset
by advances on notes payable of $214,900.

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 approximate 9 acres (ii) the "Creekside Apartments"
consisting of 328 units on 18 acres (iii) the Phase II development of "Creekside
Center at Galley" on approximately 9 acres (iv) the proposed purchase of
fractional shares.

When the Company plats the next Phase III lot of "The Crossing at Palmer Park,"
it will incur development costs for additional drainage channel improvements.
The Company anticipates that the estimated costs of $320,000 for these
improvements will be funded by cash proceeds from lot sales.

In connection with the apartment complex, the Company may be required to loan
Creekside Apartments, LLLP, under terms of the partnership agreement, up to an
additional $259,200 for costs associated with operating and partnership matters.
The Company anticipates that the loan advances, will be funded from either
working capital or cash proceeds from lot sales.

The Company has completed the Phase I development of the Creekside Center at
Galley. The costs for the Phase I development work consisting of grading,
utilities, storm sewer, paving, curb and gutter and 24" water main are
approximately $695,200. These costs have been funded by the $486,089 that was
placed in escrow from the lot sale closings and proceeds from sales. Additional
costs of $249,000 were incurred for the installation a 24" city water main to

                                       20

<PAGE>


service Creekside Center. Reimbursements from the City have been applied for,
although reimbursements are not guaranteed and are subject to Water Resources
Department approval and available funds.

The Company estimates that approximately $85,000 will be paid to shareholders
out of working capital to repurchase fractional shares if the proposed reverse
stock split transaction is implemented. See "Proposed Withdrawal from SEC
Reporting and "Legal Proceedings."

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.

Controls and Procedures
-----------------------

The management evaluated, with the participation of the Chief Executive Officer
and Chief Financial Officer, the effectiveness of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) as of the end of the period covered by this
report. Based on such evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that the Company's disclosure controls and
procedures are designed to ensure that information required to be disclosed in
the reports that are filed or submitted under the Securities and Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and regulations and are operating in an effective
manner. No change in the Company's internal control over financial reporting (as
defined in Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934)
occurred during the most recent fiscal quarter that has materially affected, or
is reasonably likely to materially affect, the Company's internal control over
financial reporting.

Quantitative and Qualitative Disclosures About Market Risk
----------------------------------------------------------

Bishop Capital is exposed to the impact of interest rate changes and change in
the market values of its investments. Based on our market risk sensitive
instruments outstanding as of March 31, 2005, we have determined that there was
no material market risk exposure to our consolidated financial position, results
of operations, or cash flows as of such date. We do not enter into derivatives
or other financial instruments for trading or speculative purposes.

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.

                                       21

<PAGE>


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

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

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

None.

                                       22
<PAGE>


                                    PART III


Directors and Executive Officers

Identification of Directors and Executive Officers

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

Robert E. Thrailkill        73            Chairman of the Board, President
                                          and Chief Executive Officer

Sherry L. Moore             56            Secretary, Director and Chief
                                          Financial Officer

Robert J. Thrailkill        46            Director

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

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

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.

                                       23

<PAGE>


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.

Audit Committee/Financial Expert

The Company is not required to, nor does it have, an audit committee, nor an
audit committee financial expert.

Section 16(a) Beneficial Ownership Reporting Compliance

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

Code of Ethics
--------------

The Company does not have a written formal code of ethics at this time.

                                       24


<PAGE>


Executive Compensation

Summary Compensation Table

The following table sets forth the compensation received by the Chief Executive
Officer for the years ended March 31, 2005, 2004 and 2003. No other executive
officer had total annual salary and bonus exceeding $100,000 for the year ended
March 31, 2005.
<TABLE>
<CAPTION>
                                                                                         Long Term
     Name                              Annual Compensation                          Compensation Awards
     and                   --------------------------------------------       -----------------------------
   Principal                                               Other Annual         Restricted          Options
    Position                Year     Salary     Bonus      Compensation       Stock Award ($)       SARS(#)
    --------                ----     ------     -----      ------------       ---------------       -------
<S>                         <C>     <C>        <C>          <C>      <C>        <C>
Robert E. Thrailkill        2005    $131,800   $  --        $ 30,000 (3)        $    --                --
President, Chief            2004     131,800      --            --   (2)             --                --
Executive Officer           2003     145,000      --          29,000 (1)             --                --
and Director
</TABLE>

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

     (1)  Consists of two issues of 20,000 restricted shares each as additional
          compensation with a fair market value of $1.00 and $.45 per share
          respectively.

     (2)  Mr. Thrailkill hired an administrative assistant and not wanting to
          place any additional financial burden on the Company, reduced his
          salary to offset the cost.

     (3)  Consists of an issue of 20,000 restricted shares as additional
          compensation with a fair market value of $1.50.

Compensation of Directors

There are no current arrangements for the compensation of directors for services
rendered. However, in consideration for services, a non-employee director was
issued Company stock.

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

                                       25

<PAGE>


change in control, the Company shall pay severance pay equal to the product of
(a) the annual salary rate in effect multiplied by (b) the greater of the number
of years (including partial years) remaining in the term of employment or the
number three. The Agreement provides that upon death, the Company shall pay an
amount equal to the annual salary; upon disability, the Company shall pay salary
for the balance of the term of the Agreement (less amounts paid by insurance) or
until the executive becomes gainfully employed, whichever is sooner; and, upon
termination for cause, the Company shall pay any salary due up to the
termination date.

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

Security Ownership of Certain Beneficial Owners

The following table shows, as of June 24, 2005 those persons known by the
Company to be the beneficial owners of more than 5% of the Company's common
stock:
<TABLE>
<CAPTION>

                                                               Amount and Nature
                               Name and Address                 of Beneficial               Percent
      Title of Class            of Beneficial Owner                Ownership                Of Class
      --------------            -------------------                ---------                --------
<S>                                                                 <C>                      <C>
       Common Stock          Robert E. Thrailkill                   291,470                  30.1%
                             222 N. Broadway Avenue
                             Riverton, WY 82501

       Common Stock          Robert E. Robotti                       85,872(1)                8.9%(1)
                             52 Vanderbuilt Avenue
                             New York, NY  10017

       Common Stock          Ravenswood Investment                   82,172(1)                8.5%(1)
                             Company, L.P.
                             52 Vanderbuilt Avenue
                             New York, NY  10017
</TABLE>

(1)  According to a Schedule 13D filed with the SEC on July 6, 2004, Robert E.
     Robotti ("Robotti") beneficially owns 85,872 shares of the Company's common
     stock of which: 82,172 shares are owned by Ravenswood Investment Company,
     L.P., a New York limited partnership ("RIC"); 3,500 shares are owned by
     Robotti & Company, LLC, a New York limited liability company; and 200
     shares are owned by Robotti & Company Incorporated, a New York corporation.
     Ravenswood Management Company, L.L.C. ("RMC"), serves as the general
     partner of RIC. Robotti and Kennith R. Wasiak are the managing members of
     RMC.

                                       26
<PAGE>


The following table shows, as of June 24, 2004, management's ownership of the
Company's common stock:
<TABLE>
<CAPTION>

                                                       Amount and Nature
                        Name and Address                 of Beneficial              Percent
Title of Class        of Beneficial Owner                  Ownership              of Class
--------------      -------------------------            -------------               --------
<S>                                                          <C>                      <C>
Common Stock        Robert E. Thrailkill                     291,470                  30.1%
                    22 N. Broadway
                    Riverton, WY 82501

Common Stock        Robert J. Thrailkill                      43,438                   4.5%
                    222 N. Broadway
                    Riverton, WY 82501

Common Stock        Sherry L. Moore                           30,694                   3.1%
                    222 N. Broadway
                    Riverton, WY  82501

Common Stock        All officers and directors
                    as a group (three persons)               365,602                  37.7%
</TABLE>


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

Certain Relationships

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

Indebtedness of Management

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

Exhibits and Reports on Form 8-K

                                       27

<PAGE>


Exhibits

3.1 Articles of Incorporation and Bylaws. (1)

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

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

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

10.4 Agreement for the Purchase and Sale of Commercial Real Estate dated March
3, 1997 between Bishop Powers, Ltd., a Colorado Limited Partnership, Bishop
Capital Corporation as General Partner and State Bank & Trust of Colorado
Springs. (1)

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

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

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

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

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

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

10.11 Agreement for the Purchase and Sale of Commercial Real Estate dated
January 27, 1998 between Bishop Powers, Ltd., a Colorado limited partnership,
Bishop Capital Corporation as General Partner and Grease Monkey International,
Inc., a Colorado limited liability company. (4)

                                       28

<PAGE>


10.12 Agreement for the Purchase and Sale of Commercial Real Estate dated March
20, 1998 between Bishop Powers, Ltd., a Colorado limited partnership, Bishop
Capital Corporation as General Partner and PCRO Limited Liability Company, a
Colorado corporation. (4)

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. (5)

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. (5)

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. (6)

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. (6)

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. (6)

10.18 Employment Termination and Settlement Agreement dated August 9, 1999
between Bishop Capital Corporation, a Wyoming corporation and Robert J.
Thrailkill. (7)

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.
(7)

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. (8)

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. (8)

                                       29

<PAGE>


10.22 Agreement for the Purchase and Sale of Commercial Real Estate dated
October 23, 2002 between Bishop Powers, Ltd., a Colorado limited partnership,
Bishop Capital Corporation as General Partner and Kim Hopfenspirger and Rhonda
Hopfenspirger. (9)

10.23 Option Agreement dated April 7, 2003 between Bishop Powers, Ltd., a
Colorado limited partnership, Bishop Capital Corporation as General Partner and
Kim Hopfenspirger and Rhonda Hopfenspirger. (9)

10.24 Contract to Buy and Sell Real Estate dated October 18, 2004 between Bishop
Powers, Ltd., a Colorado limited partnership and Galley-Powers One, LLC and/or
assigns. (10)

10.25 Agreement to Amend/Extend Contract dated January 11, 2005 between Bishop
Powers, Ltd., a Colorado limited partnership and Galley-Powers One, LLC and/or
assigns. (10)

21 Subsidiaries of the Registrant (2)

31.1 Certification Statement of Robert E. Thrailkill, Chairman of the Board,
Chief Executive Officer and President of Bishop Capital Corporation, pursuant to
Section 302 of the Sarbanes - Oxley Act of 2002, 18 U.S.C. 7241

31.2 Certification Statement of Sherry L. Moore, Chief Financial Officer,
Principal Accounting Officer and Secretary of Bishop Capital Corporation,
pursuant to Section 302 of the Sarbanes- Oxley Act of 2002, 18 U.S.C. 7241

32.1 Certification Statement of Robert E. Thrailkill, Chairman of the Board,
Chief Executive Officer and President of Bishop Capital Corporation, pursuant to
Section 906 of the Sarbanes - Oxley Act of 2002, 18 U.S.C. 1350

32.2 Certification Statement of Sherry L. Moore, Chief Financial Officer,
Principal Accounting Officer and Secretary of Bishop Capital Corporation,
pursuant to Section 906 of the Sarbanes- Oxley Act of 2002, 18 U.S.C. 1350

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

     (1)  Incorporated by reference to exhibits filed with Registrant's Form
          10-SB Registration Statement filed with the Commission on December 11,
          1996.
     (2)  Incorporated by reference to exhibits filed with Registrant's Form
          10-SB/A Registration Statement filed with the Commission on March 17,
          1997.
     (3)  Incorporated by reference to exhibits filed with Registrant's annual
          report on Form 10-KSB for the year ended March 31, 1997.
     (4)  Incorporated by reference to exhibits filed with Registrant's annual
          report on Form 10-KSB for the year ended March 31, 1998.
     (5)  Incorporated by reference to exhibits filed with Registrant's
          quarterly report on Form 10-QSB for the quarter ended September 30,
          1998.
     (6)  Incorporated by reference to exhibits filed with Registrant's
          quarterly report on Form 10-QSB for the quarter ended September 30,
          1999.

                                       30

<PAGE>


     (7)  Incorporated by reference to exhibits filed with Registrant's annual
          report on Form 10-KSB for the year ended March 31, 2000.

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

     (9)  Incorporated by reference to exhibits filed with Registrant's annual
          report on Form 10-KSB for the year ended March 31, 2003.

     (10) Incorporated by reference to exhibits filed with Registrant's
          quarterly report on Form 10-QSB for the quarter ended December 31,
          2004.

Principal Accountant Fees and Services
--------------------------------------

Audit Fees

The aggregate fees billed by Hein & Associates LLP for professional services
rendered for the audit of our annual financial statements and review of
financial statements included in our Form 10-K's or services that are normally
provided in connection with statutory and regulatory filings were $26,500 for
fiscal year 2005 and $33,100 for fiscal year 2004.

Audit-Related Fees

The Company did not have any audit-related fees in the last two fiscal years
that were not reported under audit fees.

Tax Fees

The aggregate fees billed by Hein & Associates LLP for professional services
rendered for the preparation of tax returns were $17,500 for fiscal year 2005
and $14,700 for fiscal year 2004.

All Other Fees

The aggregate fees billed by Hein & Associates LLP for professional services
rendered for proxy and going private review were $13,300 for fiscal year 2005
and $22,800 for fiscal year 2004.

Board of Directors' Approval of Services

It is the policy of the Board of Directors' of the Company to approve the
engagement to render audit or non-audit services before the accountant is
engaged by the Company. The Board of Directors approved 100% of the services
provided by the independent accountant in the fiscal year ending March 31, 2005.

                                       31

<PAGE>


                                   SIGNATURES


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

                                    BISHOP CAPITAL CORPORATION
                                   (Registrant)


Date: June 28, 2005                 By: /s/ Robert E. Thrailkill
                                        ---------------------------------------
                                            Robert E. Thrailkill
                                            Chairman of the Board, President
                                            and Chief Executive Officer

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


Date: June 28, 2005                     /s/ Sherry L. Moore
                                        ---------------------------------------
                                            Sherry L. Moore
                                            Director, Secretary, Chief Financial
                                            Officer and Principal Accounting
                                            Officer

Date: June 28, 2005                     /s/ Robert J. Thrailkill
                                        ---------------------------------------
                                            Robert J. Thrailkill
                                            Director

                                       32

<PAGE>



                           Bishop Capital Corporation
                                and Subsidiaries

                       Consolidated Financial Statements
                            March 31, 2005 and 2004


<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS


                                                                          PAGE

Report of Independent Registered Public Accounting Firm....................F-2

Consolidated Balance Sheet - March 31, 2005................................F-3

Consolidated Statements of Operations - For the Years
     Ended March 31, 2005 and 2004.........................................F-4

Consolidated Statements of Changes in Stockholders' Equity -
     For the Years Ended March 31, 2005 and 2004...........................F-5

Consolidated Statements of Cash Flows - For the Years
     Ended March 31, 2005 and 2004.........................................F-6

Notes to Consolidated Financial Statements.................................F-8


<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



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, 2005, and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows for
the years ended March 31, 2005 and 2004. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with standards established by the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. 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, 2005, and the results of their
operations and their cash flows for the years ended March 31, 2005 and 2004, in
conformity with accounting principles generally accepted in the United States of
America.




HEIN & ASSOCIATES LLP

Phoenix, Arizona
June 3, 2005

                                      F-2
<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                 MARCH 31, 2005

                                     ASSETS
                                     ------
CURRENT ASSETS:
    Cash and equivalents                                            $    84,946
    Marketable securities                                             1,389,322
    Receivables:
         Gas royalties                                                  135,401
         Interest and other                                              15,822
    Prepaid expenses and other                                            1,942
                                                                    -----------

             Total current assets                                     1,627,433
                                                                    -----------

PROPERTY AND EQUIPMENT:
    Furniture and fixtures                                               30,190
    Vehicles and equipment                                               92,599
    Less accumulated depreciation                                       (68,685)
                                                                    -----------

             Net property and equipment                                  54,104
                                                                    -----------

OTHER ASSETS:
    Land under development                                              664,818
    Investment in and advances to limited partnerships                   50,000
    Gas royalty interest, net of accumulated amortization
       of $910,367                                                      156,684
                                                                    -----------

             Total other assets                                         871,502
                                                                    -----------

TOTAL ASSETS                                                        $ 2,553,039
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY
                      ------------------------------------
CURRENT LIABILITIES:
    Accounts payable and accrued expenses                           $    71,696
    Current maturities of long-term debt                                 80,000
    Obligation to limited partner                                       259,200
                                                                    -----------

             Total current liabilities                                  410,896
                                                                    -----------

COMMITMENTS AND CONTINGENCY (Notes 6 and 10)

MINORITY INTEREST                                                        73,106

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; 969,127 shares issued                                   9,692
    Capital in excess of par value                                    2,267,681
    Accumulated deficit                                                (208,336)
                                                                    -----------

             Total stockholders' equity                               2,069,037
                                                                    -----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                          $ 2,553,039
                                                                    ===========

       See accompanying notes to these consolidated financial statements.

                                       F-3
<PAGE>
<TABLE>
<CAPTION>


                              BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                 CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                            FOR THE YEARS ENDED
                                                                                MARCH 31,
                                                                    ---------------------------------
                                                                      2005                     2004
                                                                    ---------              ----------

<S>                                                                 <C>                     <C>
REAL ESTATE SALES                                                   $  42,100               $ 665,552
COST OF REAL ESTATE SALES                                              36,926                 157,503
                                                                    ---------               ---------

GROSS PROFIT ON REAL ESTATE SOLD                                        5,174                 508,049
                                                                    ---------               ---------

COSTS AND EXPENSES:
    General and administrative                                        640,070                 449,165
    Depreciation and amortization                                      26,062                  29,996
                                                                    ---------               ---------

                                                                      666,132                 479,161
                                                                    ---------               ---------

INCOME (LOSS) FROM OPERATIONS                                        (660,958)                 28,888
                                                                    ---------               ---------

OTHER INCOME (EXPENSE):
    Gas royalties, net of amortization of $13,344                     476,715                 281,777
    Interest income                                                    28,542                  42,153
    Dividend income                                                    30,671                  22,197
    Rental income                                                      29,343                  28,219
    Net gain (loss) on sale of marketable securities                   (7,493)                 53,875
    Net unrealized gain (loss) on marketable securities               (88,482)                202,149
    Gain on sale of property                                          157,837                    --
    Equity in limited partnership loss                                   --                  (498,177)
    Interest expense                                                   (9,276)                (17,429)
                                                                    ---------               ---------

            Total other income                                        617,857                 114,764
                                                                    ---------               ---------

MINORITY INTEREST IN INCOME OF PARTNERSHIP                            (85,662)               (144,351)
                                                                    ---------               ---------

INCOME (LOSS) BEFORE INCOME TAXES                                    (128,763)                   (699)

INCOME TAX (PROVISION) BENEFIT, deferred                                 --                   (26,000)
                                                                    ---------               ---------

NET LOSS                                                            $(128,763)              $ (26,699)
                                                                    =========               =========

LOSS PER SHARE (BASIC AND DILUTED)                                  $    (.14)              $    (.03)
                                                                    =========               =========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
    (BASIC AND DILUTED)                                               933,371                 897,022
                                                                    =========               =========

                       See accompanying notes to these consolidated financial statements.

                                                     F-4
<PAGE>


                                        BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                  CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
                                        FOR THE YEARS ENDED MARCH 31, 2003 AND 2002


                                           COMMON STOCK                                   RETAINED
                                    ----------------------------        CAPITAL IN        EARNINGS
                                     NUMBER OF                          EXCESS OF        ACCUMULATED
                                      SHARES            AMOUNT          PAR VALUE         (DEFICIT)            TOTAL
                                   -----------       -----------       -----------       -----------        -----------

BALANCES, April 1, 2003                897,022       $     8,971       $ 2,191,402       $   (52,874)       $ 2,147,499

  Net loss                                --                --                --             (26,699)           (26,699)
                                   -----------       -----------       -----------       -----------        -----------

BALANCES, March 31, 2004               897,022             8,971         2,191,402           (79,573)         2,120,800

  Stock issued to employees             30,000               300            44,700              --               45,000
  Stock issued for fee payment          42,105               421            31,579              --               32,000
  Net loss                                --                --                --            (128,763)          (128,763)
                                   -----------       -----------       -----------       -----------        -----------

BALANCES, March 31, 2005               969,127       $     9,692       $ 2,267,681       $  (208,336)       $ 2,069,037
                                   ===========       ===========       ===========       ===========        ===========


                                 See accompanying notes to these consolidated financial statements.

                                                             F-5
<PAGE>


                                       BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS


                                                                                  FOR THE YEARS ENDED
                                                                                      MARCH 31,
                                                                            ------------------------------
                                                                              2005                 2004
                                                                            ---------            ---------

CASH FLOWS FROM OPERATING ACTIVITIES:
     Net loss                                                               $(128,763)           $ (26,699)
     Adjustments to reconcile net income (loss) to
         net cash used in operating  activities:
             Minority interest                                                 85,662              144,351
             Depreciation and amortization                                     26,062               29,996
             Common stock issued to employees for compensation                 45,000                 --
             Common stock issued for fee payment                               32,000                 --
             Equity in limited partnership income                                --                498,177
             Net (gain) loss on sale of marketable securities                   7,493              (53,875)
             Net gain on sale of building                                    (157,837)                --
             Net change in unrealized gain on marketable securities            88,482             (202,149)
             Changes in operating assets and liabilities:
                 (Increase) decrease in:
                      Marketable Securities                                  (139,684)            (338,849)
                      Gas royalties receivable                                (82,593)               1,117
                      Deferred taxes                                             --                 26,000
                      Interest and other receivables                           (2,069)             (10,324)
                      Prepaid expenses and other                                5,744               23,410
                      Land under development                                    4,121               58,523
                      Gas royalty interest                                     13,344               13,344
                      Other assets                                              3,974                 --
                      Other                                                      (200)                --
                 Increase (decrease) in:
                      Accounts payable and accrued expenses                   (19,833)              (1,869)
                      Payable to broker                                        (1,408)             (86,428)
                                                                            ---------            ---------

             Net cash provided by (used in) operating activities             (220,505)              74,725
                                                                            ---------            ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Proceeds from collection of notes receivable                                --                  2,777
     Proceeds from sales of marketable securities                              90,802              257,226
     Purchase of property and equipment                                        (7,000)             (48,176)
     Proceeds from sale of building                                           290,050                 --
     Other                                                                       --                   (780)
                                                                            ---------            ---------

             Net cash provided by (used in) investing activities              373,852              211,047
                                                                            ---------            ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Distributions to minority limited partners                               (68,166)            (143,487)
     Proceeds from borrowings                                                   5,500              214,919
     Principal payments on borrowings                                        (112,419)            (314,031)
                                                                            ---------            ---------

             Net cash used in financing activities                           (175,085)            (242,599)
                                                                            ---------            ---------

                        See accompanying notes to these consolidated financial statements.

                                                        F-6


<PAGE>


                                       BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                      (continued)


NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                               (21,738)                  43,173

CASH AND EQUIVALENTS, beginning of year                                       106,684                   63,511
                                                                            ---------                ---------

CASH AND EQUIVALENTS, end of year                                           $  84,946                $ 106,684
                                                                            =========                =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                 $   9,276                $  17,429
                                                                            =========                =========

                               See accompanying notes to these consolidated financial statements.

                                                            F-7
</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 inter-company 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. The gas royalty interest is estimated to have a
   remaining useful life of approximately 12 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-8

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   Marketable Securities - Management determines the appropriate classification
   of its investments at the time of acquisition and re-evaluates such
   determination at each balance sheet date. Trading securities are carried at
   fair value, with unrealized holding gains and losses included in earnings.
   Realized gains and losses on all securities are based on average costs. All
   securities were classified as trading at March 31, 2005.

   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.

   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.

                                      F-9

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

   Recent Accounting Pronouncements - In December 2004, FASB issued SFAS No. 123
   (revised 2004), Share-Based Payment ("SFAS No. 123R"), which is a revision of
   SFAS No. 123, Accounting for Stock-Based Compensation, and superseded
   Accounting Principal Board Opinion ("APB") No. 25, Accounting for Stock
   Issued to Employees. Generally, SFAS No. 123R requires that all share-based
   payments to employees, including grants of employee stock options, be
   recognized in the financial statements based on their fair values. The pro
   forma disclosures previously permitted under SFAS No. 123 will no longer be
   an alternative to financial statement recognition. The adoption of SFAS No.
   123R is not expected to have a material impact on the Company.

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

   The cost and estimated fair market value of trading securities at March 31,
   2005, are as follows:

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

Fixed income                             $   75,542    $   74,754    $     (788)
Redeemable preferred securities             453,828       463,040         9,212
Equity securities                           727,289       851,528       124,239
                                         ----------    ----------    ----------

                                         $1,256,659    $1,389,322    $  132,663
                                         ==========    ==========    ==========

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,
   2005, the net carrying value of this interest amounts to $156,684. Revenues
   related to this royalty interest are affected by local gas 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, as general
   partner, the first $40,000 of annual cash flow from the partnership and 80%
   of annual cash flow in excess of $40,000. After the Company receives
   cumulative cash flow of $1,050,000 plus interest at prime adjusted
   semi-annually, the Company will be entitled to 60% of the annual cash flow of
   the partnership. For the year ended March 31, 2005, general partner and
   limited partner distributions were $316,967 and $68,167; respectively.

                                      F-10

<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, 2005, there were no general partner or
   limited partner distributions. As of March 31, 2005, the Partnership's
   activities were focused on the sale of the remaining commercial and
   residential lots. During the year ended March 31, 2005, the Company sold two
   residential lots. No pad sites were sold during the year ended March 31,
   2005.

   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, 2005 and 2004, as follows:

                                                         2005           2004
                                                       ---------      ---------

Sales of real estate                                   $  42,100      $ 665,552
Less cost of real estate sold                            (36,926)      (157,503)
                                                       ---------      ---------
        Gross profit on sales of real estate           $   5,174      $ 508,049
                                                       =========      =========

   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. The sale of the real property closed in February 2002
   resulting in an immediate liquidation of the Partnership. In March 2002, the
   General Partners distributed $3,000,000, of which the Company received
   $570,000. In October 2002, the remaining assets were liquidated and final
   distributions were made. The Company's final distribution was $379,000.

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

   Pension Plan - The Company has a simplified employee pension plan (the
   "Plan").

   The Company, at its discretion, may make contributions to the Plan up to 25%
   of the employee's annual compensation not to exceed $40,000. The Company made
   contributions of $18,800 for 2004, but has not yet made any contributions for
   2005.

                                      F-11

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


7. LONG-TERM DEBT:

   In July 2003, the Company obtained a $250,000 line-of-credit which was
   collateralized by the Company's building. Interest (at 5.25% per annum)
   payments were due monthly. In October 2004, the Company sold its office
   building and paid off the line-of-credit. In December 2004, the Company
   obtained a $60,000 uncollateralized line-of-credit with an interest rate of
   Prime plus .50% per annum. No draws have been made on this line-of-credit.

   In December 2001, the Company entered into a note agreement for $85,000,
   which is uncollateralized. The note is payable to a related party (a family
   member of an officer of the Company). Interest (at 6.25% per annum) payments
   are due monthly and the principal, plus any unpaid interest, are due upon
   demand. As of March 31, 2005, this note had an outstanding balance of
   $80,000.

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

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

                                                          Years Ended March 31,
                                                         ----------------------
                                                            2005         2004
                                                         ---------    ---------

Computed tax expense(benefit) at the expected
  statutory rate                                         $ (44,000)   $  29,000
Partnership basis differences and percentage depletion     (46,000)      20,000
Increase in valuation allowance                             90,000      (23,000)
                                                         ---------    ---------

        Income tax expense (benefit)                     $       0    $  26,000
                                                         =========    =========

   The tax effects of temporary differences that give rise to significant
   portions of deferred tax assets and liabilities as of March 31, 2005, are
   presented below:

Deferred tax assets:
        Charitable contribution carryforward                          $  73,000
        Net operating loss carryforward                                 300,000
        Depletion carryforward                                           76,000
        Valuation allowance                                            (165,000)
                                                                      ---------

               Total deferred tax assets                                284,000

Deferred tax liabilities:
        Net unrealized gain on marketable securities                    (50,000)
        Tax partnership activity                                       (234,000)
                                                                      ---------

               Total deferred tax liabilities                          (284,000)
                                                                      ---------

        Net deferred tax asset                                        $    --
                                                                      =========

                                      F-12
<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


9. INVESTMENTS IN CREEKSIDE APARTMENT PARTNERSHIP:
   ----------------------------------------------

   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 was financed by a non-recourse loan from the
   U.S. Department of Housing and Urban Development. The Company was required to
   contribute the land valued at $1,600,000 (costing approximately $58,000) for
   an 80% limited partner interest. The unrelated third party is required to
   contribute $400,000 of services for the remaining 20% limited partner
   interest and is the general partner. In addition, the limited partners may be
   required to loan the partnership up to $400,000 each. The Company and the
   other limited partner have loaned, in prior years, a total of $215,000 each
   to the Partnership for costs associated with land development expenses. No
   additional advances were made in 2005.

   The Company accounts for its investment in the Project under the equity
   method. The Company has recorded its proportionate share of losses of the
   partnership and has reduced its basis in the partnership to a negative
   $259,200, which represents its remaining funding obligation. The unrecorded
   losses in excess of the amount recorded are approximately $718,000.

   The financial position of the Project, and the results of the Project's
   operations for the year ending December 31, 2004, are summarized as follows
   (unaudited):

         Current assets                                $         74,000
         Fixed assets                                        27,664,000
                                                       ----------------

                 Total assets                                27,738,000

         Current liability                                      991,000
         Long-term liability                                 27,597,000
                                                       ----------------

         Partners capital                              $      1,151,000
                                                       ================

         Loss from operations                          $      1,185,000
                                                       ================

         Net loss                                      $(     1,177,000)
                                                       ================

10.COMMITMENTS AND CONTINGENCY:
   ---------------------------

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

                                      F-13

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   Legal Proceedings - On November 23, 2004 Robert Robotti, together with his
   investment company, who owns approximately 8.9 percent of the Company's
   common stock filed an action in the Federal District Court, Southern District
   of New York seeking to prevent the Special Meeting of the Company's
   Shareholders called for December 16, 2004. The purpose of the Meeting was for
   the shareholders to consider and vote on an amendment to the Company's
   Articles of Incorporation to affect a 1 for 110 reverse stock split, which
   would result in the Company having less than 300 shareholders of record of
   its common stock. The Company would then be able to terminate the
   registration of its common stock under the Securities and Exchange Act of
   1934 and to no longer be obligated to file periodic reports, such as
   quarterly and annual reports, and to make other filings with the Securities
   and Exchange Commission.

   In his lawsuit filed shortly before the Shareholders Meeting, Robotti claimed
   that the Company Proxy Statement was materially inaccurate regarding, among
   other things, the information concerning the value of the Company's assets,
   which Robotti sought to buy for less that book value per share. Robotti
   sought a court order to require the Company to amend the Proxy Statement in
   accordance with his views, if the Company were to proceed with a Shareholders
   Meeting. The Company responded by filing a motion to transfer the case to the
   Federal District Court for Wyoming, where the Company is incorporated and has
   its principal place of business. The Company also filed a motion to dismiss
   Robotti's lawsuit. At the suggestion of the Court, the parties agreed to
   enter a standstill agreement under which the Shareholder Meeting and vote
   would proceed, but the amendment - if approved by the shareholders - allowing
   the Company to cease SEC reporting and repurchase post-reverse split shares,
   would not be made effective pending court determination or other resolution
   of the litigation.

   At the December 16, 2004 Special Meeting of Shareholders, the Company's
   shareholders voted in favor to the amendment to the Company Articles of
   Incorporation and the Company eliminating the substantial expense of
   continuing to be an SEC reporting company. 651,856 shares were represented at
   the Meeting, more than a majority of the 969,127 shares of common stock
   outstanding and entitled to vote on the amendment as of the November 5, 2004
   record date. 544,318 shares were voted in favor of the amendment; 104,712
   shares against; and 826 shares abstained from voting.

   On December 21, 2004 the Court granted the Company's motion and transferred
   the action from New York to the Wyoming Federal District Court, where
   Company's motion to dismiss will be ruled on. The Wyoming court held a
   hearing on the motion to dismiss on May 16, 2005, but has not yet ruled on
   the motion. A hearing on Robotti's motion for an injunction is scheduled for
   July 26-28, 2005.

   The Company is not able to estimate the potential loss (if any) related to
   the resolution of this matter.

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

   SFAS No. 107 requires the Company to disclose the fair value of certain
   financial instruments in its financial statements. Accordingly, at March 31,
   2005, 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.

                                      F-14

<PAGE>


                  BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

   The Company made income distributions totaling $68,167 and $143,487 to
   limited partners during the years ended March 31, 2005 and 2004. The Company
   made principle payments of $5,000 and interest payments of $5,130 to a
   related party.

   As discussed in Note 7, the Company has a note payable to a related party.

13.STOCKHOLDERS' EQUITY:
   --------------------

   Stock Issued for Services - During the year ended March 31, 2005 and 2004,
   the Company issued 30,000 and 0 shares, respectively, of its common stock to
   employees of the Company for services performed on behalf of the Company. The
   Company recorded an expense for the fair value of these shares of $45,000 and
   $0 for the years ended March 31, 2005 and 2004, respectively.

   In September 2004 the Company's attorneys agreed to accept 42,105 restricted
   shares of the Company's stock as payment of $32,000 in attorney fees.

   Submission of Matters to a Vote of Security Holders - At a Special Meeting of
   Shareholders held on December 16, 2004, the shareholders of the Company voted
   in favor of an amendment to its Articles of Incorporation to affect a 1 for
   110 reverse stock split and the repurchase of the resulting fractional
   shares. Upon implementing the reverse stock split, there will be less than
   300 shareholders of record of the Company's common stock. The Company will
   then be eligible, and intends to terminate the registration of its common
   stock under the Securities Exchange Act of 1934. The Company's duty to file
   periodic reports, such as quarterly and annual reports, and to make other
   filings with the Securities and Exchange Commission will then end. As a
   result, the Company would no longer incur the substantial economic burden of
   being a public company when it could not obtain the principal benefits of
   being a public company - in particular, having a sustained public market and
   liquidity for its common stock; and, the ability to raise capital in the
   public market.

   651,856 shares were represented at the Meeting, more than a majority of the
   969,127 shares of common stock outstanding and entitled to vote on the
   amendment as of the November 5, 2004 record date. 544,318 shares were voted
   in favor of the amendment; 104,712 shares against; and 826 shares abstained
   from voting.

   The shareholders overwhelmingly approved the amendment enabling the Company
   to cease SEC reporting and repurchase post-reverse split fractional shares at
   $1 per share (on a pre-split share price basis). However, the Company will
   not at this time implement the amendment because of pending litigation with
   Robert Robotti and his investment company. See Note 10.

                                      F-15