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


                                   Form 10-KSB/A


              Annual Report Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934
                    For the Fiscal Year Ended March 31, 2004

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, 2004 were $ 665,552.

The aggregate market value of the voting stock held by non-affiliates as of July
12, 2004 was $1,345,533.

The number of shares outstanding of the issuer's common stock as of July 12,
2004 was 897,022.

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, 2004.

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, we intend in the near future to call a
shareholders meeting to vote on a reverse stock split and repurchase of
fractional shares in order that the Company may cease to be a public company,
reduce its record shareholders to less than 300, and permit numerous small
shareholders to receive cash for all of their shares without having to pay
brokerage commissions.

         If the reverse stock split and repurchase of fractional shares is
approved and implemented, the Company intends to 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.

                                       2

<PAGE>


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
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

                                       3

<PAGE>


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, 2004,
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
extent a public access road along the west side of Creekside Center to the
apartments. This road will also provide access to the unsold property in
Creekside Center. The water main and electrical service for the apartments were
installed adjacent to this road and will provide those services to the remaining
property in Creekside Center.

     (2) The Company contributed $100,000 cash to the second partnership (Z-H,
Ltd., LLLP) which purchased approximately 35 acres of land on which the
partnership constructed a recreational facility, 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
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 3 of the 11
lots available for sale for a gross profit of $5,000.

                                       4

<PAGE>


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

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

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

Insurance
---------

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

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.

                                       5

<PAGE>


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, 2004, the net carrying value of this interest was $170,028.

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. The
saleable plant products include methane and sulfur. Carbon dioxide, which is
also removed from the sour gas, is being vented since there is no current market
for such product. The Partnership's royalty interest is subject only to plant
processing costs and severance and ad valorem taxes.

In 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
gas to the plant kinked. Several days later partial production was restored and
preliminary repair work had begun. The preliminary repair plan indicates the
work will be completed during the second calendar quarter 2004, but wells will
be brought on line as the repair work for each segment of the flowline is
completed. The Company is currently receiving royalty from three of the
producing wells.

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

                                       6

<PAGE>


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 an office building, 8 lot
subdivision and natural gas royalty interest in Wyoming. None of the properties
are held subject to any encumbrance except for the office building, which is
pledged as collateral on the note payable to a bank at March 31, 2004.

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 22 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 5 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.

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.

Over the past several years the economy and the real estate market in Colorado
Springs, Colorado have been in a decline. While the national economy is
beginning to show some signs of strengthening, the Colorado Springs economy has
yet to reflect any substantial improvement as it continues to work though the
impact of over 9,000 layoffs since mid-2001 and the deployment of nearly 11,000
troops to Iraq from nearby Ft. Carson. The Company did not experience
significant effects from this decline until 2003 when the Ft. Carson troops were
deployed for an extended period. The troops at Ft. Carson are a significant part
of the economy in the area surrounding the Company's property. These factors

                                       7

<PAGE>


combined with historically low home mortgage rates have pushed apartment
occupancies down causing rental rate discounting. Although the Colorado Springs
economy is anticipated to begin to recover in 2004, the improvement will be
slow. City of Colorado Springs 2004 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".

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 July 12, 2004 there were 897,022 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.

                                       8

<PAGE>


     (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.

     (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 repurchased 107,768 shares of its common stock in the last
three years during the period from February to July 2001. 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"). If the Company's
shareholders approve the proposed reverse stock split and repurchase of
fractional shares in the going private transaction, 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.

                                       9

<PAGE>


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 costs could be 20% to 30% higher
than originally estimated, which could increase costs to $260,000.

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 $486,000. The Company had originally
estimated these costs at $374,000, but has since reviewed the costs and
estimates they could be 20% to 30% higher.

On October 23, 2002, Bishop Powers, Ltd. signed a contract for the sale of a
50,000 square foot lot located in The Crossing north of Palmer Park off of
Powers Boulevard in Colorado Springs, Colorado. The Company closed on this sale
in May 2003 with net proceeds of $545,900 and a gross profit of $503,100. Since
the majority of the development work for this lot had been completed with a lot
sold earlier, only minimal additional development work was required.

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.

                                       10

<PAGE>


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 9 acre parcel. The Company has no
sales pending for property in Creekside Center at Galley, but is exploring
options other than direct sales.

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
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
$26,754.000. 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

                                       11

<PAGE>
<TABLE>
<CAPTION>


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 $775 to $1195 per month for a 12 - 15 month lease. Tenants currently
occupy 307 units of the 328 unit apartment complex located in Colorado Springs,
Colorado. Not withstanding this high occupancy rate, Creekside had a net loss of
$1,145,000 for the year ended December 31, 2003.

The following table shows lease expirations, as of May 31, 2004, for the next
ten years, assuming none of the tenants exercises renewal options:

                 Number             Gross Leasable Area         Annualized Base Rent
  Expiration     of Leases          -------------------         --------------------
     Year        Expiring     Square Footage     % of Total     Amount     % of Total
-------------   ----------   ----------------   ------------ ------------ ------------
     <S>            <C>         <C>               <C>        <C>             <C>
     2004            205         201,350           61.82      $2,354,700      62.72
     2005             91          91,440           28.08       1,053,780      28.07
     Model             1           1,280             .39             N/A        --
   Month to            8           6,915            2.12          81,780       2.18
     Month
     Vacant           23          24,715            7.59         264,132       7.03

     Totals          328         325,700          100.00      $3,754,392     100.00

The Partnership is using the MACRS depreciation method with a current
depreciable cost basis in Creekside Apartments of $22,886,643. The depreciation
will be taken as shown below:

         27.5 years                 $19,375,859
         15.0 years                   1,517,441
           7.0 years                     36,885
           5.0 years                  1,956,458

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</TABLE>

<PAGE>


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 .07421
the annual taxes on the completed project are estimated to be $153,627.

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, 2004 was 75,500 mcf.

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

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

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

No matters were submitted to a vote of the Company's security holders during the
fourth quarter of the fiscal year ended March 31, 2004.

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

The Company had excess office space in its offices located at 716 College View
Drive. Subsequent to March 31, 2004, the Company had an opportunity to lease all
the remaining space in the building, including the space it occupied, on a
long-term lease. The Company determined this would enhance the value of the
building and leased smaller offices at 222 N. Broadway, Riverton, Wyoming.

                                       13

<PAGE>


                                     PART II


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

Common Stock

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


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

            3/31/02                       1.15                       .55
            6/30/02                       1.25                       .55
            9/30/02                       1.25                       .55
           12/31/02                        .60                       .55

            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

As of July 12, 2004, 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.

                                       14

<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, 2004, the Company has not recorded
approximately $299,100 of additional losses attributable to its ownership
interest. To the extent the Company commits to advance to the Creekside
partnership in excess of the $259,200 currently committed amount, the balance of
the losses and additional losses will most likely 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.

                                       15

<PAGE>


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.

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 $26,700 for the fiscal year ended March 31, 2004
compared to net loss of $408,400 for fiscal 2003. The increase is primarily
attributable to an increase in real estate sales, gas royalties and realized and
unrealized gain on marketable securities offset by an increase in minority
interests in earnings and a decrease in equity in partnership losses.

Fiscal 2004 Compared to Fiscal 2003

The Company had 1 commercial and 3 residential lot sales in fiscal 2004. In
fiscal 2003, there were no real estate sales. Gross profit of $508,000 on real
estate sold in fiscal 2004 resulted primarily from the revenue recognized on the
Bishop Powers sale of the commercial lot.

General and administrative expenses decreased $5,800 or 1% in fiscal 2004 due
primarily to decreases of $54,100 in personnel expense and $7,300 in payroll,
offset by an increase in legal fees of $28,700, employee benefits of $16,200,
and accounting costs of $12,100.

Depreciation and amortization increased $7,800 or 35% in fiscal 2004 due to the
purchase of additional depreciable assets.

Gas royalties, net of amortization, increased $173,200 in fiscal 2004 compared
to fiscal 2003 primarily due to increases in gas prices. Natural gas production
decreased 11% (75,500 mcf in 2004 compared to 84,500 mcf in 2003) and the
average sales price of natural gas increased over 2003 ($ 4.41 per mcf in 2004
compared to $2.31. per mcf in 2003). Gas processing costs and production taxes
decreased 31% ($44,600 in 2004 compared to $64,800 in 2003) primarily due to the
operator's recoupment of prior years' taxes in 2003.

Interest income decreased $8,800 or 17% in fiscal 2004 from fiscal 2003
primarily due to portfolio changes in interest bearing investments at the end of
the prior fiscal year.

                                       16

<PAGE>


Rental income increased $500 or 2% in fiscal 2004 from fiscal 2003 primarily due
to annual lease increases.

The net gain on sale of marketable securities of $53,900 in fiscal 2004 is
primarily due to the sale of securities above cost.

The net unrealized gain on marketable securities of $202,100 in fiscal 2004
represents the net change in the market value of the trading securities
portfolio from March 31, 2003.

Equity in limited partnership income reflects a loss of $498,200 in fiscal 2004
due to losses on the apartment complex mainly from depreciation and mortgage
interest accruals.

Interest expense decreased $9,500 in fiscal 2004 compared to fiscal 2003
primarily due to repayments of the bank note, as well as, refinancing at a lower
rate.

The minority interest in income of partnerships of $144,400 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, 2004, the Company had working capital of $1,078,290.

The following summary table reflects comparative cash flows for the Company for
the years ended March 31, 2004 and 2003:

                                                       Years Ended
                                                        March 31,
                                                -----------------------
                                                   2003          2004
           Net cash provided by (used in):      ---------     ---------
                  Operating activities          $  74,700     $(742,300)
                  Investing activities            211,000       743,200
                  Financing activities           (242,600)      (34,100)

Net cash provided by operating activities in fiscal year 2004 is primarily
attributable to a reduction of $459,200 in equity in limited partnerships
income, a decrease of $144,400 in minority interests and an decrease in land
under development of $58,500, offset by an increase in marketable securities of
$338,800, an unrealized gain on marketable securities of $202,100, realized gain
of $53,900 on marketable securities and a reduction in payable to broker of
$86,400. By comparison, in fiscal year 2003, net cash used in operating
activities primarily resulted from an increase in marketable securities of
$453,300, a $52,000 increase in land under development, offset by an $84,600
loss on sale of marketable securities and issuance of $60,000 of common stock as
employee compensation.

                                       17

<PAGE>


Net cash provided by investing activities in fiscal 2004 resulted primarily from
marketable security sales proceeds of $257,200 and collection on notes
receivable of $2,800 offset by fixed asset purchases of $48,200. In fiscal 2003,
net cash provided by investing activities resulted primarily from a distribution
from a limited partnership of $379,100, the proceeds from sales of marketable
securities of $420,000 and collections on notes receivable of $52,700 offset by
advances on notes receivable of $50,000 and investment in a limited liability
company of $50,000.

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. Net cash used in
financing activities in fiscal 2003 resulted from distributions to minority
partners of $21,900 and repayment of borrowings of $12,300.

The Company's material commitments for capital expenditures in the next twelve
months will be in conjunction with the undeveloped acreage in Colorado Springs,
Colorado relating to (i) the Phase III development of "The Crossing at Palmer
Park" on the remaining 9 acres (ii) the "Creekside Apartments" consisting of 328
units on 18 acres (iii) the Phase II development of "Creekside Center at Galley"
on 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 $260,000 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
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.

                                       18

<PAGE>


The Company estimates that approximately $85,000 will be paid to shareholders
out of working capital to repurchase fractional shares if the proposed going
private transaction is approved.

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 Rules13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934) as of the end of the period covered by this
report.

During the first part of February 2004 and prior to the February 17, 2004 filing
of the Company's Form 10-QSB for the period ending December 31, 2003, during the
preparation and review of the Form 10-QSB, the Company discovered that the
financial reports being provided by the General Partner of Creekside Apartments
did not include certain depreciation expenses and interest expenses related to
the operations of the apartment complex. Accounting principles generally
accepted in the United States of America require inclusion of these amounts in
the determination of net income or net loss. Although there was some activity
prior to April 1, 2003, substantive operations at Creekside Apartments did not
commence until that date. Based on the information reviewed, the interim
financial statements for the Periods ending June 30, 2003 and September 30, 2003
were restated to reflect the depreciation and interest expenses. No controls
were in place prior to 2004 to detect or prevent this error, therefore the
officers of the Company considered this a significant deficiency. As a result of
this specific deficiency, the officers have concluded that the Company's
disclosure controls were not effective as of the end of periods covered by the
Company's Forms 10-QSB for the periods ending June 30, September 30 and December
31, 2003. However, the financial statements in Form 10-QSB for the period ended
December 31, 2003 were adjusted to properly account for the depreciation and
interest expense prior to filing.

                                       19

<PAGE>


After the filing of the Form 10-QSB for the period ended December 31, 2003 and
prior to the March 23, 2004 filing of the Company's amended Forms 10-QSB for the
periods ended June 30 and September 30, 2003, the Company revised its internal
controls to include a detailed review of the financial information received from
the General Partner by its Chief Financial Officer to ensure that all such
expenses are properly included. Additionally the Company modified its internal
controls to require confirmation from the General Partner that the financial
information provided by them is prepared in accordance with Accounting
Principals Generally Accepted in the United States of America, and also modified
its controls to require that the Chief Financial Officer consult with an
external CPA (other than the Company Auditors) when new developments are
completed and become operating in the future on any issues associated with the
financial reports provided by any such entity. The Company believes that these
revisions to its internal controls remediate the significant deficiency in its
internal controls.

The remediation was completed and the Chief Executive Officer and Chief
Financial Officer re-assessed the Company's disclosure controls and procedures
prior to the March 23, 2004 filing of the Company's amended Forms 10-QSB. Based
on the result of that re-assessment, the officers 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 Exchange Act of 1934 is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and regulations
and are effective, and such information is accumulated and provided to the
Company's management to allow for timely decisions regarding disclosure.

Other than the remediation as discussed above, no change in the Company's
internal control over financial reporting (as defined in Rules 13a-15(f) and
15(d)-15(f) under the Securities Exchange Act of 1934) occurred during the
quarter March 31, 2004 that 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, 2004, 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.

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.

                                       20

<PAGE>


                                    PART III



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

Identification of Directors and Executive Officers

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

Robert E. Thrailkill              72      Chairman of the Board, President
                                          and Chief Executive Officer

Sherry L. Moore                   55      Secretary, Director and Chief
                                          Financial Officer

Robert J. Thrailkill              45      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.

                                       21

<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.

                                       22

<PAGE>
<TABLE>
<CAPTION>


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

Summary Compensation Table

The following table sets forth the compensation received by the Chief Executive
Officer for the years ended March 31, 2004, 2003 and 2002. No other executive
officer had total annual salary and bonus exceeding $100,000 for the year ended
March 31, 2004.



                                                                                Long Term
     Name                                        Annual Compensation            Compensation Awards
     and                                 -------------------------------      ----------------------
   Principal
   Restricted                                              Other Annual       Restricted       Options
    Position                Year        Salary     Bonus   Compensation       Stock Award ($)  SARS(#)
    --------               ------       ------     -----   ------------       ---------------  -------
<S>                         <C>        <C>         <C>     <C>                 <C>         <C>
Robert E. Thrailkill        2004       $131,800    $ --    $  --   (3)         $    --           --
President, Chief            2003        145,000      --     29,000 (2)              --           --
Executive Officer           2002        145,000      --     13,400 (1)              --           --
and Director

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

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

     (2)  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.

     (3)  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.

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
change in control, the Company shall pay severance pay equal to the product of

                                       23
</TABLE>

<PAGE>


(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 July 12, 2004 those persons known by the
Company to be the beneficial owners of more than 5% of the Company's common
stock:
                                                         Amount
                                                       and Nature
                             Name and Address         of Beneficial     Percent
      Title of Class         of Beneficial Owner       Ownership       Of Class

       Common Stock          Robert E. Thrailkill       271,470          30.2%
                             222 N. Broadway
                             Avenue, Suite A
                             Riverton, WY 82501

       Common Stock          Robert E. Robotti           51,416(1)       5.7%(1)
                             52 Vanderbuilt Avenue
                             New York, NY  10017

       Common Stock          Ravenswood                  47,716(1)       5.3%(1)
                             Investment
                             Company, L.P.
                             52 Vanderbuilt Avenue
                             New York, NY  10017

(1) According to a Schedule 13D filed with the SEC on July 6, 2004, Robert E.
Robotti ("Robotti") beneficially owns 51,416 shares of the Company's common
stock of which: 47,716 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.

                                       24

<PAGE>





The following table shows, as of July 12, 2004, management's ownership of the
Company's common stock:
                                                      Amount
                                                    and Nature
                    Name and Address             of Beneficial          Percent
Title of Class      of Beneficial Owner             Ownership           of Class
------------        ----------------------      -----------------       --------
Common Stock        Robert E. Thrailkill             271,470              30.2%
                    222 N. Broadway
                    Riverton, WY 82501

Common Stock        Robert J. Thrailkill              38,438               4.3%
                    222 N. Broadway
                    Riverton, WY 82501

Common Stock        Sherry L. Moore                   25,694               2.9%
                    222 N. Broadway
                    Riverton, WY  82501

Common Stock        All officers and directors
                    as a group (three persons)       335,602              37.4%


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

Certain Relationships

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

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.

                                       25

<PAGE>


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

Exhibits

3.1       Articles of Incorporation and Bylaws.  (1)

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

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

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

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

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

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

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

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

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

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

                                       26

<PAGE>


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

10.18 Employment Termination and Settlement Agreement dated August 9, 1999
between Bishop Capital Corporation, a Wyoming corporation and Robert J.
Thrailkill. (5)

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.
(5)

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. (6)

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. (6)

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. (7)

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. (7)

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

                                       27

<PAGE>

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

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

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

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

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

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

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

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

Reports on Form 8-K

None

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 $33,077 for
fiscal year 2004 and $32,100 for fiscal year 2003.

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 $14,650 for fiscal year 2004
and $15,625 for fiscal year 2003.

                                       28

<PAGE>


All Other Fees

The aggregate fees billed by Hein & Associates LLP for professional services
rendered for proxy and going private review were $22,808 for fiscal year 2004
and $9,643 for fiscal year 2003.

                                       29

<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: September 28, 2004                    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: September 28, 2004                    /s/  Sherry L. Moore
                                            -----------------------------------
                                                 Sherry L. Moore
                                                 Director, Secretary, Chief
                                                 Financial Officer and Principal
                                                 Accounting Officer

Date: September 28, 2004                    /s/  Robert J. Thrailkill
                                            -----------------------------------
                                                 Robert J. Thrailkill
                                                 Director

                                       30


<PAGE>


                           Bishop Capital Corporation
                                and Subsidiaries

                        Consolidated Financial Statements
                             March 31, 2004 and 2003




<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, 2004..................................F-3

Consolidated Statements of Operations - For the Years Ended
          March 31, 2004 and 2003............................................F-4

Consolidated Statements of Changes in Stockholders' Equity -
          For the Years Ended March 31, 2004 and 2003........................F-5

Consolidated Statements of Cash Flows - For the Years Ended
          March 31, 2004 and 2003............................................F-6

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

                                      F-1

<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, 2004, and the related consolidated
statements of operations, changes in stockholders' equity, and cash flows for
the years ended March 31, 2004 and 2003. These consolidated financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audits.

We conducted our audits in accordance with auditing standards of 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. 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, 2004, and the results of their
operations and their cash flows for the years ended March 31, 2004 and 2003, in
conformity with accounting principles generally accepted in the United States of
America.




/s/  HEIN & ASSOCIATES LLP
-----------------------------
     HEIN & ASSOCIATES LLP
     Denver, Colorado
     May 27, 2004

                                      F-2

<PAGE>
<TABLE>
<CAPTION>


                             BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                                     CONSOLIDATED BALANCE SHEET
                                           MARCH 31, 2004

                                               ASSETS
                                               ------

CURRENT ASSETS:
    <S>                                                                                 <C>
    Cash and equivalents                                                                $   106,684
    Marketable securities                                                                 1,436,415
    Receivables:
         Gas royalties                                                                       52,808
         Interest and other                                                                  13,753
    Prepaid expenses and other                                                                7,686
                                                                                        -----------
             Total current assets                                                         1,617,346
                                                                                        -----------
PROPERTY AND EQUIPMENT:
    Building                                                                                245,770
    Furniture and fixtures                                                                   75,309
    Vehicles and equipment                                                                   94,226
                                                                                        -----------
                                                                                            415,305
             Less accumulated depreciation                                                 (209,926)
                                                                                        -----------
             Net property and equipment                                                     205,379
                                                                                        -----------

OTHER ASSETS:
    Land under development                                                                  668,939
    Investment in and advances to limited partnerships                                       49,800
    Gas royalty interest, net of accumulated amortization of $897,023                       170,028
    Other assets, net                                                                         3,974
                                                                                        -----------
             Total other assets                                                             892,741
                                                                                        -----------
TOTAL ASSETS                                                                            $ 2,715,466
                                                                                        ===========
                                LIABILITIES AND STOCKHOLDERS' EQUITY
                                ------------------------------------

CURRENT LIABILITIES:
    Accounts payable and accrued expenses                                               $    91,529
    Current maturities of long-term debt                                                    186,919
    Payable to broker                                                                         1,408
    Obligation to Limited Partner                                                           259,200
                                                                                        -----------
             Total current liabilities                                                      539,056
                                                                                        -----------
COMMITMENTS (Notes 6 and 10)

MINORITY INTEREST                                                                            55,610

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; 897,022 shares issued         8,971
    Capital in excess of par value                                                        2,191,402
    Retained earnings (accumulated deficit)                                                 (79,573)
                                                                                        -----------
             Total stockholders' equity                                                   2,120,800
                                                                                        -----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                              $ 2,715,466
                                                                                        ===========

                 See accompanying notes to these consolidated financial statements.

                                                F-3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS


                                                                     FOR THE YEARS ENDED
                                                                          MARCH 31,
                                                                    ----------------------
                                                                      2004         2003
                                                                    ---------    ---------
<S>                                                                 <C>          <C>
REAL ESTATE SALES                                                   $ 665,552    $    --
COST OF REAL ESTATE SALES                                             157,503         --
                                                                    ---------    ---------
GROSS PROFIT ON REAL ESTATE SOLD                                      508,049         --
                                                                    ---------    ---------

COSTS AND EXPENSES:
    General and administrative                                        449,165      454,942
    Depreciation and amortization                                      29,996       22,190
                                                                    ---------    ---------
                                                                      479,161      477,132
                                                                    ---------    ---------

INCOME (LOSS) FROM OPERATIONS                                          28,888     (477,132)

OTHER INCOME (EXPENSE):
    Gas royalties, net of amortization of $13,344                     281,777      108,616
    Interest income                                                    42,153       50,908
    Dividend income                                                    22,197       22,522
    Rental income                                                      28,219       27,707
    Net gain (loss) on sale of marketable securities                   53,875      (84,598)
    Net unrealized gain on marketable securities                      202,149       11,592
    Equity in limited partnership income (loss)                      (498,177)     (28,985)
    Interest income (expense)                                         (17,429)     (26,907)
                                                                    ---------    ---------

INCOME (LOSS) BEFORE INCOME TAXES                                     143,652     (396,277)

Income tax provision:
    Deferred                                                          (26,000)        --
                                                                    ---------    ---------
                                                                      117,652     (396,277)

MINORITY INTEREST IN INCOME OF PARTNERSHIP                           (144,351)     (12,110)
                                                                    ---------    ---------

NET LOSS                                                            $ (26,699)   $(408,387)
                                                                    =========    =========

EARNINGS (LOSS) PER SHARE (BASIC AND DILUTED)                       $    (.03)   $    (.47)
                                                                    =========    =========

WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING (BASIC AND DILUTED)     897,022      871,809
                                                                    =========    =========


             See accompanying notes to these consolidated financial statements.

                                            F-4
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                            BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                    CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

                                            FOR THE YEARS ENDED MARCH 31, 2004 AND 2003




                                     COMMON STOCK                TREASURY STOCK
                             --------------------------    --------------------------                    RETAINED
                                                                                         CAPITAL IN      EARNINGS
                              NUMBER OF                      NUMBER OF                   EXCESS OF      ACCUMULATED
                               SHARES         AMOUNT          SHARES        AMOUNT       PAR VALUE      (DEFICIT)         TOTAL
                             -----------    -----------    -----------    -----------    -----------    -----------    -----------
<S>             <C>              <C>        <C>               <C>         <C>            <C>            <C>            <C>
BALANCES, April 1, 2002          948,355    $     9,484       (111,333)   $  (159,710)   $ 2,290,599    $   355,513    $ 2,495,886

  Treasury stock cancelled      (111,333)        (1,113)       111,333        159,710       (158,597)          --             --
  Stock bonus                     60,000            600           --             --           59,400           --           60,000
  Net loss                          --             --             --             --             --         (408,387)      (408,387)
                             -----------    -----------    -----------    -----------    -----------    -----------    -----------

BALANCES, March 31, 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
                             ===========    ===========    ===========    ===========    ===========    ===========    ===========


                               See accompanying notes to these consolidated financial statements.

                                                               F-5
</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                               BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                                  CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                  FOR THE YEARS ENDED
                                                                                       MARCH 31,
                                                                                ----------------------
                                                                                  2004         2003
                                                                                ---------    ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
    <S>                                                                        <C>          <C>
     Net income (loss)                                                          $ (26,699)   $(408,387)
     Adjustments to reconcile net income (loss) to net cash provided by (used
         in) operating activities:
             Minority interest                                                    144,351       12,110
             Depreciation and amortization                                         29,996       22,190
             Common stock issued to employees for compensation                       --         60,000
             Equity in limited partnership loss                                   498,177       40,512
             Net gain (loss) on sale of marketable securities                     (53,875)      80,469
             Net change in unrealized gain on marketable securities              (202,149)     (19,043)
             Changes in operating assets and liabilities:
                 (Increase) decrease in:
                      Restricted cash                                                --         10,450
                      Marketable securities                                      (338,849)    (449,207)
                      Gas royalties receivable                                      1,117      (16,083)
                      Deferred taxes                                               26,000         --
                      Interest and other receivables                              (10,324)     (16,184)
                      Prepaid expenses and other                                   23,410      (12,490)
                      Land under development                                       58,523      (52,002)
                      Gas royalty interest                                         13,344       13,344
                 Increase (decrease) in:
                      Accounts payable and accrued expenses                        (1,869)      29,244
                      Payable to broker                                           (86,428)     (37,175)
                                                                                ---------    ---------
             Net cash provided by (used in) operating activities                   74,725     (742,252)
                                                                                ---------    ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
     Funds advanced under notes receivable                                           --        (50,000)
     Proceeds from sales of marketable securities                                 257,226      420,020
     Proceeds from collection of notes receivable                                   2,777       52,686
     Purchase of property and equipment                                           (48,176)      (9,095)
     Distribution from limited partnership                                           --        379,148
     Investment in limited partnership                                               --        (50,000)
     Other                                                                           (780)         475
                                                                                ---------    ---------
             Net cash provided by investing activities                            211,047      743,234
                                                                                ---------    ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
     Distributions to minority limited partners                                  (143,487)     (21,886)
     Proceeds from borrowings                                                     214,919         --
     Principal payments on borrowings                                            (314,031)     (12,229)
                                                                                ---------    ---------
             Net cash used in financing activities                               (242,599)     (34,115)
                                                                                ---------    ---------

NET INCREASE (DECREASE) IN CASH AND EQUIVALENTS                                    43,173      (33,133)
CASH AND EQUIVALENTS, beginning of year                                            63,511       96,644
                                                                                ---------    ---------
CASH AND EQUIVALENTS, end of year                                               $ 106,684    $  63,511
                                                                                =========    =========
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     Cash paid for interest                                                     $  17,429    $  26,907
                                                                                =========    =========
     Cash paid for taxes                                                        $    --      $  14,500
                                                                                =========    =========


                   See accompanying notes to these consolidated financial statements.

                                                   F-6
</TABLE>

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

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

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

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

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

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

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

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

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

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

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

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

                                      F-7

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

     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
     accounts for stock-based compensation to non-employees under the fair value
     method. 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.

     Because the Company has not issued any stock options, warrants or similar
     instruments, its Pro Forma net income (loss) is the same as its reported
     net income (loss) for all periods presented.

     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 investments discussed in Notes 5 and 9. The Company's
     estimates are expected to change as additional information becomes
     available.

                                      F-8

<PAGE>
<TABLE>
<CAPTION>


                   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 May 2003, the FASB issued Statement
     No. 150, Accounting for Certain Financial Instruments with Characteristics
     of Both Liabilities and Equity ("FAS 150"). FAS 150 requires that three
     classes of freestanding financial statements that embody obligations for
     entities be classified as liabilities. Generally, FAS 150 is effective for
     financial instruments entered into or modified after May 31, 2003 and is
     otherwise effective at the beginning of the first interim period beginning
     after June 15, 2003. The adoption of FAS 150 did not have a material impact
     on its financial position or results of operations.

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

     The cost and estimated fair market value of trading securities at March 31,
     2004, are as follows:

                                                                 Fair           Net
                                                                 Market      Unrealized
                                                  Cost           Value       Gain (Loss)
                                              -----------     -----------    -----------
          <S>                                 <C>             <C>            <C>
          Fixed income                        $   125,560     $   129,917    $     4,357
          Redeemable preferred securities         453,829         493,603         39,774
          Equity securities                       635,881         812,895        177,014
                                              -----------     -----------    -----------

                                              $ 1,215,270     $ 1,436,415    $   221,145
                                              ===========     ===========    ===========


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,
     2004, the net carrying value of this interest amounts to $170,028. 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, 2004, general partner and
     limited partner distributions were $250,749 and $44,687; respectively.

                                      F-9
</TABLE>

<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, 2004, general partner and limited partner
     distributions were allocated as $421,200 and $98,800; respectively. As of
     March 31, 2004, the Partnership's activities were focused on the sale of
     the remaining commercial and residential lots. During the year ended March
     31, 2004, the Company closed on the sale of one pad site, which had been
     under contract and sold three residential lots.

     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, 2004 and 2003, as follows:

                                                           2004          2003
                                                        ----------    ----------

          Sales of real estate                          $  665,552    $     -
          Less cost of real estate sold                   (157,503)         -
                                                        ----------    ----------


               Gross profit on sales of real estate     $  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.

                                      F-10

<PAGE>
<TABLE>
<CAPTION>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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 $19,340 and $0 in the 2004 and 2003 fiscal
     years, respectively.


7.   LONG-TERM DEBT:

     In July 2003, the Company obtained a $250,000 line-of-credit which is
     collateralized by the Company's building. Interest (at 5.25% per annum)
     payments are due monthly and the line-of-credit matures in August 2004. As
     of March 31, 2004, the line-of-credit had an outstanding balance of
     $101,918.

     In December 2001, the Company entered into a note agreement for $85,000,
     which is uncollateralized. Interest (at 6.25% per annum) payments are due
     monthly and the principal, plus any unpaid interest, are due upon
     notification of either party. As of March 31, 2004, this note had an
     outstanding balance of $85,000.

8.   INCOME TAXES:

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

                                                                    Years Ended March 31,
                                                                   ----------------------
                                                                     2004         2003
                                                                   ---------    ---------

          <S>                                                      <C>          <C>
          Computed tax expense at the expected statutory rate      $  29,000    $(146,000)
          Partnership basis differences and percentage depletion      20,000      146,000
          Increase in valuation allowance                            (23,000)        --
                                                                   ---------    ---------

                  Income tax expense                               $  26,000    $    --
                                                                   =========    =========

                                           F-11
</TABLE>

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     The tax effects of temporary differences that give rise to significant
     portions of deferred tax assets and liabilities as of March 31, 2004, are
     presented below:

          Deferred tax assets:
                  Charitable contribution carryforward                $  72,000
                  Depletion carryforward                                 42,000
                  Net operating loss carryforwards                      165,000
                  Depreciation differences                                3,000
                  Valuation allowance                                   (75,000)
                                                                      ---------
                         Total deferred tax assets                      207,000

          Deferred tax liabilities:
                  Tax Partnership activity                             (123,000)
                  Net unrealized gain on marketable securities          (84,000)
                                                                      ---------
                         Total deferred tax liabilities                (207,000)
                                                                      ---------

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


9.   INVESTMENTS IN CREEKSIDE 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
     $58,800) 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. No
     loans were advanced to the partnership in the year ended March 31, 2004.
     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.

     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 Company's proportionate share of losses has not been recorded because
     they are in excess of the Company's obligations. The amount not recorded
     totaled approximately $395,000 at March 31, 2004.

                                      F-12

<PAGE>
<TABLE>
<CAPTION>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



     The financial position of the Project, and the results of the Project's
     operations for the year ending December 31, 2003, are summarized as follows
     (unaudited):

          <S>                                                           <C>
          Current assets                                                $    265,000
          Fixed assets                                                    26,503,000
                                                                        ------------
                  Total assets                                            26,768,000
                                                                        ============

          Current liability                                                  147,000
          Long-term liability                                             26,280,000
          Partners' capital                                                  341,000
                                                                        ------------
          Total liabilities and partners' capital                       $ 26,768,000
                                                                        ============

          Loss from operations                                          $    266,000
          Net loss                                                      $  1,145,000
          Bishop Capital equity in losses from Limited Partnership      $    498,177



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

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

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

     SFAS No. 107 requires the Company to disclose the fair value of certain
     financial instruments in its financial statements. Accordingly, at March
     31, 2004, management's best estimate is that the carrying amount of cash
     and equivalents, notes and other receivables, accounts payable, notes
     payable, accrued expenses, and payable to broker, approximates fair value
     due to the short maturity of these instruments or the interest rate
     approximates the Company's effective borrowing rate.

12.  RELATED PARTY TRANSACTIONS:

     The Company made income distributions totaling $143,487 and $10,358 to
     limited partners during the years ended March 31, 2004 and 2003,
     respectively.

                                      F-13
</TABLE>

<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



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

     During the years ended March 31, 2004 and 2003, the Company issued 0 and
     60,000 shares, respectively, of its common stock to employees of the
     Company for services performed on behalf of the Company. The Company
     recognized a charge to operations for the fair value of these shares of $0
     and $60,000 for the years ended March 31, 2004 and 2003, respectively.