U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549
                                 FORM 10-K

                         ANNUAL REPORT PURSUANT TO
                   SECTION 13 OR 15(d) OF THE SECURITIES
                  EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR
                          ENDED DECEMBER 31, 2002

                        Commission File No. 0-31235
                          CONX CAPITAL CORPORATION
                      --------------------------------
           (Exact name of registrant as specified in its charter)
          NEVADA                                62-1736894
          ------                                ----------
     (State or other jurisdiction of          (I.R.S. Employer
     incorporation or organization)          Identification Number)
     502 N. DIVISION STREET, CARSON CITY, NV         89703
     ----------------------------------------      --------
      (Address of principal executive offices)    (Zip Code)

                               (702) 886-0713
                               --------------
            (Registrant's telephone number, including area code)
        Securities registered pursuant to Section 12(b) of the Act:

                                    NONE
                                    ----
        Securities registered pursuant to Section 12(g) of the Act:

                   Common Stock Par Value $.01 Per Share
                                  ------

     Indicate by  check mark whether the  registrant (1) has filed  all
     reports  required  to  be  filed  by Section 13  or  15(d)  of the
     Securities Exchange  Act of  1934 during  the preceding 12  months
     (or  for such  shorter period that the  registrant was required to
     file such  reports),  and  (2) has  been subject  to  such  filing
     requirements for the past 90 days. YES  X  NO
                                            ---    ---

<PAGE>


    Indicate  by   check  mark  if  disclosure  of  delinquent  filers
     pursuant  to  Item  405  of Regulation  S-K  (   229-405  of  this
     chapter)  is not contained herein,  and will  not 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-K or any  amendment to this  Form 10-K.    YES  X
     NO                                                           ---
        ---

     There  is no established  market for  the registrant's  voting and
     non-voting  common equity.  The aggregate book value of the voting
     common  equity held  by non-affiliates  on December  31, 2002  was
     $6,517.   For  purposes  of the  foregoing calculation  only,  all
     directors,   executive  officers,   and  their  respective  family
     members, have been deemed affiliates.   The registrant's  revenues
     for the fiscal year-end December 31, 2002, were $3,800,220.

     Indicate the number of shares outstanding of each of  the issuer's
     classes of common stock, as of the  close of the period covered by
     this report.

               Class                             Outstanding Shares
     -----------------------------                  ------------
     COMMON STOCK - PAR VALUE $.01                   6,650,000














                    DOCUMENTS INCORPORATED BY REFERENCE
                    -----------------------------------
                                    NONE
                                    ----



<PAGE>



                                  PART  I

          This  annual  report on  Form  10-K  contains forward-looking
     statements as defined by  the Private Securities Litigation Reform
     Act of  1995.  Such forward-looking  statements should be read  in
     conjunction  with the  cautionary  statements and  other important
     factors included in  this Form 10-K  as well as  in other  filings
     made  by the  Company with the Securities  and Exchange Commission
     ("SEC") .     These forward-looking  statements are  subject to  a
     number  of  risks  and  uncertainties,   which  could  cause   the
     Company's  actual   results  to   differ  materially   from  those
     anticipated in such  statements and include statements  concerning
     plans,   objectives,   goals,   strategies,   future   events   or
     performance and underlying assumptions and other  statements which
     are other  than statements  of historical  facts.   Factors  which
     could cause such  results to differ include the Company's  limited
     operating history, the Company's dependence  on the operations  of
     an affiliated  party, reliance  upon  third  party financing,  the
     need for additional financing and  other factors discussed  in the
     Company's  filings with the SEC, including the   Risk Factors  set
     forth in  the Company's  Form  10 dated  January 16,  2001.   Such
     forward-looking statements may be identified,  without limitation,
     by  the use  of the  words "anticipates,"  "estimates," "expects,"
     "intends,"   "plans,"   "predicts,"   "projects,"    and   similar
     expressions.

          The  Company's  expectations,  beliefs  and  projections  are
     expressed in good  faith and are believed by the Company to have a
     reasonable  basis,  including  without   limitation,  management's
     examination of the historical  operating trends, data contained in
     the  Company's  records  and   other  data  available  from  third
     parties.  There can  be no assurance, however, that the  Company's
     expectations,  beliefs   or  projections   will  be  achieved   or
     accomplished.

     ITEM 1.  Description of Business.
              -----------------------

          CONX   Capital  Corporation,   a  Delaware  corporation  (the
     "Company"   or     "CONX"),   with   assets    of    approximately
     $10.4 million  as of December 31,  2002, is a specialty  commercial
     finance  company  engaged  in  the  business  of  originating  and
     servicing  equipment leases  to  regional trucking  companies.  To
     date,  the  Company's  leasing  activities  have  been  limited to
     leasing of tractors and semi-trailers  to one affiliated  company,
     Continental Express SD, Inc.  As  of December 31, 2002, the assets
     of the Company had increased to $10,346,955, consisting  primarily
     of  cash and  equipment, consisting  of leased  tractors  and semi
     trailers,  valued at  $7,613,611, net  of depreciation.   For  the
     year ended December 31, 2002, net income was $1,226,589.
          The  Company was organized  in April  1998 with its corporate
     headquarters   located  in   Carson  City,   Nevada.  The  Company
     currently originates  long-term  fixed  and  variable  rate  lease
     products  with Continental  Express SD,  Inc., an  affiliate under
     common control with  the Company's  controlling shareholder.    In

<PAGE>

     the  future, the  Company  is  considering  expanding its loan and
     lease  products  and  may  sell  such  loans  and   leases  either
     through  securitizations  or  whole  loan  sales  to institutional
     purchasers on a  servicing  retained basis.  The Company  believes
     that   such  loan   and  lease  products   would   be   attractive
     investments  to  institutional  investors  because  of the  credit
     profile of  its  borrowers, relatively long loan and  lease terms,
     call protection  through  prepayment  penalties   and  appropriate
     risk-adjusted yields.  The  Company  also  may  periodically  make
     equity investments in  certain of the  companies  that  enter into
     loan  and  lease  arrangements  with  the Company  as part  of its
     core lending and leasing business.

          The Company currently  originates leases through its  offices
     located in Carson  City, Nevada and  Little Rock, Arkansas.    The
     Little Rock,  Arkansas office  was opened  in April,  1998 at  the
     time  of the formation  of the Company.    The Carson City, Nevada
     office has  been the registered  office of  the Company since  its
     incorporation.

          To date, the Company has  no employees. Personnel  performing
     management and administrative functions on  behalf of the  Company
     are provided to  the Company under an employee leasing arrangement
     with  an affiliate  of the  Company  controlled  by the  Company's
     controlling stockholder.   The activities  of the  Company require
     on average approximately  10 hours per month  for each of the four
     leased employees.   The Company  will hire permanent employees  at
     such time as the activities of the  Company can support full  time
     employees.   At this  time, the  Company does  not anticipate  the
     need for  full time  employees during the  next twenty-four  month
     period.

                                  -1-

<PAGE>

          To date, the Company's lease income  has been derived  solely
     from one  affiliated company,  Continental Express SD,  Inc.   The
     Company intends  to focus on  expanding leasing  activities within
     the trucking  industry and  potentially  to  expand its  equipment
     leasing  activities  into materials  handling associated  with the
     trucking  and  transportation  industry.    Over  the  next twelve
     months, the  Company  anticipates adding  additional tractors  and
     semi-trailers  to  its  leasing fleet  and  to expand  its leasing
     activities with Continental Express  SD, Inc.   and other trucking
     companies  meeting  the   Company's  leasing  requirements.     No
     significant  expansion  of  the  scope  of  the  Company's lending
     activities is expected before the end of calendar year 2003.

          To  the  extent  that  the  Company  expands  its lending and
     leasing activities over the next twenty-four months, the Company's
     focus will shift  to  providing  funding  to industries  that have
     been historically  underserved  by  banks  and  other  traditional
     sources of funding.  Such a new focus will require the  Company to
     develop specific industry expertise in the business  sectors which
     it  will  serve  in  order  to  provide  individualized  financial
     solutions for  its  borrowers.   The  Company  believes  that  its
     industry  expertise  in  the trucking  industry, combined with its
     ability  to  be   responsive   to   borrowers   and   flexible  in
     structuring  transactions  and product offerings  will give  it  a
     competitive    advantage     over    more   traditional,    highly
     regulated small  business lenders.  The Company's future borrowers
     are generally  anticipated to be small  business  operators,  most
     of  whom  are  independent with  proven  operating  experience and
     a history  of  generating  positive cash  flows.  The Company will
     rely primarily  upon its assessment of enterprise value, based  in
     part   possibly   on   independent  third-party   valuations,  and
     historical  operating  cash  flows to  make credit determinations,
     as opposed to relying solely on the value of any collateral.

          The Company  faces intense  competition  in  the business  of
     originating   and  selling   loans   and  leases.      Traditional
     competitors in the  financial services business include commercial
     banks, thrift institutions, diversified finance  companies, asset-
     based  lenders, and  specialty finance  companies.  Many  of these
     competitors  are  substantially   larger  and   have  considerably
     greater  financial, technical  and  marketing resources  than  the
     Company.  Competition can take  many forms, including  convenience
     in obtaining  a loan or a  lease, customer service, marketing  and
     distribution  channels,  amount and  term  of  the loan,  interest
     rates charged to borrowers, and credit ratings.   In addition, the
     current level of  gains realized by  the Company's  competitors on
     the  sale of  their  loans  and leases  could  attract  additional
     competitors  into  these  markets,  with  the  possible  effect of
     lowering gains that may  be realized on the Company's future  loan
     and  lease  sales.     The  Company  believes  that  its  industry
     expertise,   combined  with   its  responsiveness   to  borrowers,
     flexibility   in  structuring   transactions  and   broad  product
     offerings give it a competitive  advantage over more  traditional,
     highly  regulated  small  business  lenders serving  the  trucking
     industry,  and  that  such  experience   will  be  beneficial   in
     expanding into  other areas  of  equipment  leasing and  financing
     transactions.


<PAGE>

     ITEM 2.  Properties.
              ----------

          The  Company's  leases   its  executive   and  administrative
     offices which  are located  at 502 North Division  Street, Carson,
     City,  Nevada,  and 1406  Cantrell  Road,  Little Rock,  Arkansas.
     These  offices  consist of  an  aggregate  of approximately  3,500
     square feet. Both  leases have been extended through December  31,
     2003.  The Company owns no fee interest in any real property.

     ITEM 3.  Legal Proceedings.
              -----------------

     There are no pending legal proceedings involving the  Company as a
     party   or  involving  any  of  the  Company's  assets  or  leased
     properties.

                                    -2-

<PAGE>


     ITEM 4.  Submission of Matters to a Vote of Security Holders.
              ---------------------------------------------------

     No  matters were  submitted for  a vote  of  the security  holders
     during the fourth quarter of fiscal year 2002.



                                  PART  II

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

     There is no  established public  trading market for the  Company's
     common stock.  There  are also no outstanding options or  warrants
     to  purchase the  common  stock  of  the  Company,  or  securities
     convertible  into the  common  stock of  the  Company.   With  the
     exception of 44,800 shares  of the Company's common stock, all  of
     the remaining issued and  outstanding common stock  of the Company
     are  held by  persons  who would  be deemed  to be  affiliates for
     purposes  of  the   Securities  Act  of  1933,  as  amended   (the
      Securities  Act ), and  for purposes  of Rule 144  as promulgated
     thereunder.   As of  March 31,  2003, there  were approximately  8
     holders of record of the Company's common stock.

          The Company  has not declared or  paid any cash dividends  on
     its common stock and does not  intend to declare any  dividends in
     the foreseeable future.   Payment of dividends, if any, is  within
     the discretion  of the board  of directors  and would depend  upon
     the  Company's  earnings, if  any,  its  capital requirements  and
     financial  condition,  and such  other  factors  as the  board  of
     directors may consider from time to time.

          The  Company  did  not sell  or  otherwise  issue  any equity
     securities during the fiscal year ended December 31, 2002.



<PAGE>


                    Equity Compensation Plan Information





                             (a)              (b)                (c)
                        -------------    -------------      -------------

                                                              Number of
                                                             Securities
                                                              Remaining
                                                              available
                         Number of                          for issuance
                         Securities                         under equity
                        to be issued                        compensation
                       upon exercise   Weighted Average   plans (excluding
                       of Outstanding  Exercise Price of  securities reflected
                          Options     Outsanding Options    in column (a))
                        ------------   ----------------    ------------------



 Plan Category
 -------------

 Equity Compensation
  plans approved by
  Shareholders . . . . . .  None             $ 0                 None

 Equity  Compensation
  plans not approved by
  Shareholders . . . . . .  None             $ 0                 None





<PAGE>




     ITEM 6.  Selected Financial Data.
              -----------------------

     The  following sets  forth  the selected  financial data  for  the
     fiscal years ended December 31, 2002, December 31, 2001,  December
     31, 2000, and December 31, 1999, respectively:

                          12/31/02      12/31/01      12/31/00     12/31/99
                       ------------  ------------  ------------  ------------

     Revenues           $ 3,800,220   $4,650,930   $4,326,287     $2,894,050
     Net Income           1,226,589     $890,329     $541,293       $365,618
     Earnings per Share     $0.1845      $0.1338       $.0814        $0.0536
     Cash Dividend
       per Share              $0.00        $0.00        $0.00          $0.00
     Total Assets       $10,346,955   $8,168,003  $10,603,031     $8,201,753
     Stockholders
       Equity             3,084,346   $1,857,757     $967,428       $426,135



     ITEM  7.    Management's  Discussion  and  Analysis  of  Financial
                 ------------------------------------------------------
     Condition and Results of Operation .
     ----------------------------------

          The following  discussion and analysis  below should  be read
     in conjunction with the  financial statements, including the notes
     thereto,  appearing elsewhere in  this Annual Report on Form 10-K.
     To date, the  Company's only  activities and sources of  operating
     revenue have  been leases of  tractor and  trailer truck equipment
     to one affiliated company, Continental Express SD, Inc.


                                   -3-


<PAGE>


     Results of Operation

          Fiscal year ended December 31, 2002

          Lease  income  was  $3,663,770  for  the  fiscal  year  ended
     December  31, 2002.  As of that date the  Company had 135 tractors
     and  141  semi-trailers  leased   to  its  customer.     Operating
     expenses   (consisting   primarily   of   interest   expense   and
     depreciation)  for the fiscal  year ended  December 31,  2002 were
     $2,390,844 and operating expenses as a percentage of  lease income
     was 65.3%.   The improvement in this  percentage in 2002  from the
     prior  year  resulted  primarily  from  a  reduction  in operating
     expenses  of  26.5%  in  2002  from fiscal  year 2001  levels.  In
     particular,  the  Company  benefitted  from the lower depreciation
     levels  in 2002.  This improvement   was   slightly  offset  by  a
     reduction  in lease revenues in 2002 from fiscal year 2001 levels.

          Income  from operations  for the  fiscal year  ended December
     31, 2002  was $1,409,376, an  increase of  0.75% from fiscal  year
     2001.  This increase  in operating income results from a  decrease
     in  operating expenses as well as $136,450 in income realized on a
     gain from  the sale of  equipment.   Other income for  fiscal year
     2002 was  $94,230.   Income before  income taxes  for fiscal  year
     2002  totaled $1,503,606,  with a  provision for  income  taxes of
     $277,017, resulting  in net income for  fiscal year 2002 equal  to
     $1,226,589.  This amount represents an increase of 27.4% over  the
     net  income  amount  in  fiscal  year  2000, as  a  result  of the
     differences in income noted above.

          Fiscal year ended December 31, 2001

          Lease  income  was  $4,298,713  for  the  fiscal  year  ended
     December  31, 2001.  As  of December 31, 2001, the Company had 126
     tractors and 142 semi-trailers leased to its customers.  Operating
     expenses (consisting  primarily of interest and  depreciation) for
     the  fiscal  year  ended  December 31,  2001  were $3,252,065, and
     operating  expenses as a  percentage  of lease income  was  75.7%.
     The  improvement  in  this  percentage in 2001 from the prior year
     resulted  primarily from a reduction in operating expenses of 5.8%
     in  2001  from  fiscal  year  2000  levels.   This improvement was
     slightly  offset  by  a  small reduction in lease revenues in 2001
     from fiscal year 2000 levels.

          Income  from operations  for the  fiscal year  ended December
     31, 2001 was $1,398,865.  Other income for the  fiscal year  ended
     December 31, 2001 was $41,970.  Income before income taxes for the
     fiscal year ended December 31, 2001 was $1,440,835, with provision
     for income  taxes of  $550,506, resulting  in net  income for  the


<PAGE>



     fiscal year  ended December 31, 2001  of $890,329.  The  increases
     in  the operating  and  net income  for   2001 over  2000  amounts
     result from  the increased revenue  and expense  amounts discussed
     above.

          Fiscal Year Ended December 31, 2000

          Lease  income  was  $4,326,287  for  the  fiscal  year  ended
     December 31,  2000. As of  December 31, 2000, the  Company had 173
     tractors and 142 semi-trailers  leased to its customer.  Operating
     expenses (consisting  primarily of interest  and depreciation) for
     the  fiscal year  ended  December 31,  2000 were  $3,452,765,  and
     operating expenses  as  a percentage  of lease  income was  79.8%.
     Income from  operations for  the  fiscal year  ended December  31,
     2000  was  $873,522.   Other  income  for the  fiscal  year  ended
     December 31, 2000  was $8,888.  Income before income taxes for the
     fiscal  year ended December  31, 2000 was $882,410, with provision
     for income  taxes of  $341,117, resulting  in net  income for  the
     fiscal year ended December 31, 2000 of $541,293.

          The  Company  anticipates  additional  leasing  activity with
     Continental  Express  SD,  Inc., through  the  year 2003.   During
     2003, the Company will  increase its efforts  to provide equipment
     leasing  and loan  products to  other customers  in  an effort  to
     diversify  its  revenue stream  and  the  products being  offered.
     However,  during  the next  twelve  months, the  Company does  not
     anticipate any  material  change  in the  sources  of its  revenue
     stream.

                                   -4-

<PAGE>


     Liquidity and Capital Resources

          The  Company's   current  assets  and   working  capital  are
     sufficient  to  meet its  needs  for  the next  twelve  months  of
     operation as  the Company  is currently operating.   However,  the
     Company  has an  ongoing need  to finance its  lending activities.
     This  need is expected to  increase as the volume of the Company's
     loan and lease originations  increase.  The Company's primary cash
     requirements  include the funding of (i) loans  and leases pending
     their sale,  (ii) fees  and expenses incurred  in connection  with
     its  securitization  program,  (iii)  over   collateralization  or
     reserve account requirements in connection  with loans pooled  and
     sold,  (iv)  interest,  fees,  and  expenses  associated  with the
     Company's warehouse credit  and repurchase facilities with certain
     financial   institutions,  (v)   federal  and   state  income  tax
     payments,  and  (vi) ongoing  administrative  and  other operating
     expenses. To date,  the Company  currently has  funded these  cash
     requirements by  credit facilities  granted by Navistar  Financial
     Corporation, Banc  One Leasing Corporation, GE Capital Corporation
     and  Fleet  Capital  Leasing   and  guaranteed  by  the  Company's
     affiliate, Continental Express SD, Inc.   The Company  anticipates
     that in the future  it will rely more heavily on  securitizations,
     whole  loan   and  lease  sales,  and   borrowings  as  its   cash
     requirements increase.

          The Company  has also offered  and sold  its common stock  to
     fund its operations.  In April 1998, the  Company issued 7,000,000
     shares of common stock for net proceeds of $70,000.


     Inflation

          The impact  of inflation is reflected  in the increased  cost
     of  the Company's operating  expenses, excluding  depreciation and
     interest  expense.    Changes  in interest  rates  have  a greater
     impact  on  the  Company's  performance  than  do  the  effects of
     general  levels  of  inflation.    Inflation  affects  the Company
     primarily  through its  effect on  interest rates,  since interest
     rates  normally  increase during  periods  of  high inflation  and
     decrease during periods of low inflation.  The  Company intends to
     manage  its  exposure  to  inflationary  interest  rate  risks  by
     closely   monitoring  the  difference   or   spread   between  the
     effective rate of interest  received by the Company and the  rates
     payable by the Company.

     ITEM 8.  Financial Statements and Supplementary Data.
              -------------------------------------------

          The  financial  statements,  including  notes   thereto,  are
     attached in the Financial  Statement Schedules in Item 15 to  this
     Annual Report on Form 10-K.

     ITEM  9.    Changes  In  and  Disagreements  with  Accountants  on
                 ------------------------------------------------------
     Accounting and Financial Disclosure.
     -----------------------------------

          None.


<PAGE>

                                 PART  III

     ITEM 10.  Directors and Executive Officers of the Registrant.
               --------------------------------------------------
          The  names  of the  directors and  executive officers  of the
     Company, as well as  their respective ages and positions with  the
     Company, are as follows:

       Name                         Age       Position
       ----                         ---       --------

     Edward M. Harvey               71      Chairman of the Board of Directors
     Michael Kelly Woodridge        44      President and Director
     Todd W. Tiefel                 37      Chief Financial Officer and
                                            Director
     John P. Flahavin               66      Director
     Theodore C. Skokos             55      Director



          Edward M. Harvey has  been the President and the Chairman  of
     the Company's  Board of Directors  since the  Company's  inception
     and  currently  remains  as  chairman  of  the Board of Directors.
     Prior to  founding the Company, Mr.  Harvey founded and  continues
     to  own  and  serve  as  the  Chairman  of  the  Board  of  Harvey
     Incorporated  and several  affiliated companies,  including Harvey
     Industries,  Inc., Harvey  Manufacturing Corporation  and Advanced
     Sawmill Machinery,  Inc. (Manufacturing), Continental Express  SD,
     Inc. (Trucking), Preston National  Bank (Banking) and  Continental
     Lumber Company and Travis Lumber Company, Inc. (Timber).


          Michael  Kelly Wooldridge  has served  as a  Director  of the
     Company  since  its  inception  and  has  served  as the Company's
     President   since  2002.    Mr.  Wooldridge  has  served   as  the
     President of Gibraltar National Insurance Company since 1988.


        Todd W. Tiefel  has   served as the Secretary, Treasurer and  a
     Director  of  the Company  since its  inception, has served as the
     Company's  CFO  since  2002,  and  has  been  the Chief  Financial
     Officer  of  Harvey  Incorporated  since  1996.  Prior thereto and
     since  before  1996,  Mr. Tiefel  served in  different  capacities
     with   Baird,  Kurtz   &   Dobson,  Certified  Public Accountants,
     most recently as  Audit/Tax Supervisor. Mr. Tiefel is a Certified
     Public Accountant.


<PAGE>

          John P.  Flahavin has  served as  a Director  of the  Company
     since its  inception.  Since 1973,  Mr. Flahavin has served as the
     President of John Flahavin &  Associates, an apparel  manufacturer
     and representative of  designer manufacturers. In addition, during
     the  1992  to  1995  period,  Mr.  Flahavin  also  served  as  the
     President  of  Teri  Jon  N.Y.,  a  dress  and  suit  manufacturer
     generating sales volume of approximately $21,000,000.

          Theodore C.  Skokos has served as  a Director of the  Company
     since its  inception.  Mr. Skokos  is involved with several  other
     businesses, principally in the  telecommunications field, and  has
     served  since   1991  as   the   President   of  Skokos   Cellular
     Communications of  Arkansas, Inc., as  President of  New Hampshire
     One Cellular Telephone  Company, Inc., and as President of Cardiac
     Concepts,  Inc.,  a medical  device  company.    In addition,  Mr.
     Skokos has  been a member  of the  law firm of  Skokos, Bequette &
     Billingsley,  P.A., since  before 1996, and served  as that firm's
     President during 1993-1994.



                                    -6-

<PAGE>


     ITEM 11.  Executive Compensation.
               ----------------------

          None  of the  Company's executive  officers were  compensated
     for their services in such capacities for the  year ended December
     31, 2002.

     ITEM  12.   Security Ownership  of Certain  Beneficial  Owners and
                 ------------------------------------------------------
     Management.
     ----------

               The  following  table sets  forth information  regarding
     the beneficial ownership of  the Company's Common Stock as of  the
     date hereof by  (i) each  person known  by the  Company to be  the
     beneficial owner  of more than five  percent of its Common  Stock;
     (ii) each director;  (iii) each executive  officer of the Company;
     and (iv) all directors and executive officers as a  group.  Unless
     otherwise indicted,  each of the  following stockholders  has sole
     voting   and  investment   power  with   respect  to   the  shares
     beneficially owned,  except to  the extent that such  authority is
     shared by spouses under applicable law.






















                                     -7-


<PAGE>



                                  Amount and
      Name and Address of         Nature of         Percentage of
      Beneficial Owner            Beneficial         Outstanding
                                  Ownership            Shares
      -------------------         ----------        -------------


      Edward M. Harvey(1)(2)       4,855,200            73.01%
      Bonnie P. Harvey(1)(3)         350,000             5.26%
      Charles Harvey(1)(4)           350,000             5.26%
      Deborah Harvey(1)(5)           350,000             5.26%
      Jill Pryor(1)(6)               350,000             5.26%
      Darby Boyd(1)(7)               350,000             5.26%
      Mark Guffin(1)(8)              350,000             5.26%
      Diane Miller(1)(9)              44,800              *
      All executive officers       4,855,200             73.01%
      and directors as a
      group (5 persons)


     *    Denotes  less  than  one  percent  (1%)  of  the  outstanding
          shares.

     (1)  CONX Capital  Corporation and  each  of such  persons may  be
          reached at  502 North  Division Street, Carson  City, Nevada,
          89703, or 1406 Cantrell Road, Little Rock, Arkansas, 72201.
     (2)  Includes  350,000  shares held  in  the name  of his  spouse,
          Bonnie P. Harvey.   Edward M. Harvey  is the spouse of Bonnie
          P.  Harvey and  the  father  of  Charles Harvey  and  Deborah
          Harvey, and  the stepfather  of  Jill Pryor,  Darby Boyd  and
          Mark  Guffin.  Mr. Harvey disclaims beneficial ownership over
          any of the shares held by all such persons.
     (3)  Includes 4,505,200  shares held  in the  name of  her spouse,
          Edward M. Harvey.   Bonnie P. Harvey is  the spouse of Edward
          M. Harvey  and the stepmother of  Charles Harvey and  Deborah
          Harvey,  and the mother  of Jill  Pryor, Darby Boyd  and Mark
          Guffin. Mrs. Harvey  disclaims beneficial ownership  over any
          of the shares held by all such persons.
     (4)  Charles Harvey is the son of Edward M. Harvey.
     (5)  Deborah Harvey is the daughter of Edward M. Harvey.
     (6)  Jill Pryor is the daughter of Bonnie Harvey.
     (7)  Darby Boyd is the daughter of Bonnie Harvey.
     (8)  Mark Guffin is the son of Bonnie Harvey.
     (9)  Ms. Miller's address is 18 Masters Place Cove, Maumelle,
          Arkansas, 72113.

     ITEM 13.  Certain Relationships and Related Transactions.
               ----------------------------------------------

          The officers and  directors are required to devote only  such
     time to the Company's  affairs as  is necessary for the  effective
     conduct of  the Company's  business.   Each of  the directors  and
     officers have, and may continue to  have, occupations and  sources
     of income other than as a director or officer of the Company.

          To date, the  Company's lease  income has  been derived  from
     one   affiliated  company,  Continental   Express  SD,  Inc.,  and
     Continental Express SD, Inc. has guaranteed each of  the Company's
     existing   credit  facilities   granted  by   Navistar   Financial
     Corporation, Banc One  Leasing Corporation, Fleet Capital  Leasing
     and  GE  Capital  Corporation.   Edward M. Harvey, chairman of the
     Board  of Directors of  the Company, owns 67.75% of the issued and
     outstanding  shares  of  common stock  of the Company, and is  the
     president   and  the  controlling  and  majority  shareholder   of
     Continental Express SD, Inc.

                                  -8-

<PAGE>


          Except  as  set   forth  above,  there  have  not  been   any
     transactions and currently there are  no proposed transactions  in
     which the amount involved  exceeds $60,000 in  which any director,
     officer, or  5% shareholder  is involved  during  the fiscal  year
     ended December 31, 2002.



    ITEM  14.  Control and Procedures.


          The  Company  maintains disclosure controls  and  procedures
     that  are  designed  to ensure that information  required  to  be
     disclosed  in  the Company's reports pursuant to  the  Securities
     Exchange  Act  of  1934,  as  amended,  is  recorded,  processed,
     summarized and reported within the time periods specified in  the
     SEC's rules  and forms, and that such information is  accumulated
     and communicated to the Company's management, including its Chief
     Executive   Officer   and   its  Chief  Financial   Officer,   as
     appropriate,   to  allow  timely  decisions  regarding   required
     disclosures.  In designing and evaluating the disclosure controls
     and  procedures,  management recognized  that  any  controls  and
     procedures,   no  matter  how  well designed  and  operated,  can
     provide  only  reasonable  assurances of  achieving  the  desired
     control  objectives, and management necessarily was  required  to
     apply its judgment in evaluating the cost-benefit relationship of
     possible controls and procedures.


<PAGE>

          Within 90 days prior to the date of this report, the Company
     carried  out  an evaluation, under the supervision and  with  the
     participation of the Company's Chief Executive Officer and  Chief
     Financial  Officer,  of  the  effectiveness  of  the  design  and
     operation of the Company's disclosure controls and procedures, as
     that  term  is  defined  in Rule 13a-14(c) under  the  Securities
     Exchange Act of 1934, as amended.  Based on this evaluation,  the
     Chief   Executive  Officer  and  Chief  Financial  Officer   have
     concluded  that  the Company's disclosure controls and procedures
     are  effective  in timely alerting the Company's Chief  Executive
     Officer  and  Chief  Financial Officer  to  material  information
     required  to be disclosed in the periodic reports filed with  the
     SEC.

          In addition, the Company's Chief Executive Officer and Chief
     Financial Officer have reviewed the Company's internal  controls,
     and  there  have  been  no significant changes  in  the Company's
     internal  controls  or in other factors that could  significantly
     affect  those  controls  subsequent  to  the  date  of  the  last
     evaluation.




                                  PART  IV


     ITEM 15.  Exhibits, Financial Statements and Reports  on Form 8-K:
               -------------------------------------------------------

          (a)(1)    Financial  Statements  -  See  Index  to  Financial
                    Statements  on Page  F-1 of  this Annual  Report on
                    Form 10-K.

          (a)(2)    Financial Statement Schedules  included in  Part IV
                    of this Annual Report  on Form 10-K.  All schedules
                    under the  accounting regulations  of  the SEC  are
                    not required under the related instructions or  are
                    inapplicable and thus, have been omitted.

<PAGE>


          (a)(3)    See  Exhibits  below.

          (b)  No reports on Form 8-K were filed during  the year ended
               December 31, 2002.

          (c)  Exhibits.
                 3.1*    Certificate of Incorporation of CONX  Capital
                         Corporation.
                 3.2*    Bylaws of CONX Capital Corporation.
                10.1*    CONX Capital Corporation 1998 Stock Compensation
                         Plan.
                99.1     Certification of Chief Executive Officer of CONX
                         Capital Corporation Pursuant to 18 U.S.C. Section
                         1350.
                99.2     Certification of Chief Financial Officer of CONX
                         Capital Corporation Pursuant to 18 U.S.C. Section
                         1350.


                    ------------
                     *   Previously filed  as  an Exhibit  to the  CONX
                         Capital  Corporation Form  10 filed  August 3,
                         2000 (File No. 0-31235).







                                       -9-
<PAGE>



                                 SIGNATURES

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

                                   CONX Capital Corporation


                                   By:       /s/ Edward M. Harvey
                                        --------------------------------
                                        Edward M. Harvey, Chairman of
                                         the Board of Directors

                                        Dated:    March 31, 2003
























                                  -10-

<PAGE>


          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 all
     the dates indicated.

                             POWER OF ATTORNEY

          KNOW  ALL PERSONS  BY THESE PRESENTS, that  each person whose
     signature appears  below appoints, Todd  W. Tiefel,  his attorney-
     in-fact, with the power  of substitution, for  him in any and  all
     capacities, to sign any  and all amendments to this Annual  Report
     on  Form 10-K and  to file  the same,  with  exhibits thereto  and
     other documents in connection therewith,  with the Securities  and
     Exchange  Commission, hereby  ratifying  and confirming  all  that
     said attorney-in-fact,  or his substitute  or substitutes,  may do
     or cause to be done by virtue hereof.

                                           /s/ Edward M. Harvey
                                   ------------------------------------
                                   Name:  Edward M. Harvey
                                   Capacity:  Chairman and Director
                                              (Principal Executive Officer)
                                   Dated:     March 31, 2003



                                           /s/ Michael Kelly Wooldridge
                                   ----------------------------------------
                                   Name:  Michael Kelly Wooldridge
                                   Capacity:  President and Director
                                   Dated:     March 31, 2003



                                           /s/ Todd W. Tiefel
                                   --------------------------------------
                                   Name:  Todd W. Tiefel
                                   Capacity:  Chief Financial Officer and
                                               Director
                                              (Principal Financial and
                                               Accounting Officer)
                                   Dated:     March 31, 2003


<PAGE>

                                           /s/ John P. Flahavin
                                   ---------------------------------------
                                   Name:  John P. Flahavin
                                   Capacity:  Director
                                   Dated:     March 31, 2003


                                           /s/ Theodore C. Skokos
                                   ----------------------------------------
                                   Name:  Theodore C. Skokos
                                   Capacity:  Director
                                   Dated:     March 31, 2003





                                  -11-

<PAGE>





                               Certifications
                               --------------


   I, Edward M. Harvey, certify that:

      1. I have reviewed this annual report on Form 10-K of CONX
         Capital Corporation;

      2. Based on my knowledge, this annual report does not contain
         any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made, in light
         of the circumstances under which such statements were made,
         not misleading with respect to the period covered by this
         annual report;

      3. Based on my knowledge, the financial statements, and other
         financial information included in this annual report,
         fairly present in all material respects the financial condition,
         results of operations and cash flows of the registrant as of,
         and for, the periods presented in this annual report;


      4. The registrant's other certifying officers and I are responsible
         for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
         for the registrant and we have:

               a) designed such disclosure controls and procedures to
                  ensure that material information relating to the
                  registrant, including its consolidated subsidiaries,
                  is made known to us by others within those entities,
                  particularly during the period in which this annual
                  report is being prepared;

               b) evaluated the effectiveness of the registrant's
                  disclosure controls and procedures as of a date within
                  90 days prior to the filing date of this annual
                  report (the "Evaluation Date"); and

               c) presented in this annual report our conclusions about
                  the effectiveness of the disclosure controls and
                  procedures based on our evaluation as of the Evaluation
                  Date;

<PAGE>


      5. The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors
         and the audit committee of registrant's board of directors (or
         persons performing the equivalent function):

               a) all significant deficiencies in the design or operation
                  of internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and

               b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role
                  in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated
         in this annual report whether or not there were significant
         changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with
         regard to significant deficiencies and material weaknesses.


      Date: March 31, 2003

      /s/ Edward M. Harvey
      ---------------------------
      Principal Executive Officer




                                   -19-


<PAGE>






   I, Todd W. Tiefel, certify that:

      1. I have reviewed this annual report on Form 10-K of CONX
         Capital Corporation;

      2. Based on my knowledge, this annual report does not contain
         any untrue statement of a material fact or omit to state a
         material fact necessary to make the statements made, in light
         of the circumstances under which such statements were made,
         not misleading with respect to the period covered by this
         annual report;

      3. Based on my knowledge, the financial statements, and other
         financial information included in this annual report,
         fairly present in all material respects the financial condition,
         results of operations and cash flows of the registrant as of,
         and for, the periods presented in this annual report;


      4. The registrant's other certifying officers and I are responsible
         for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-14 and 15d-14)
         for the registrant and we have:

               a) designed such disclosure controls and procedures to
                  ensure that material information relating to the
                  registrant, including its consolidated subsidiaries,
                  is made known to us by others within those entities,
                  particularly during the period in which this annual
                  report is being prepared;

               b) evaluated the effectiveness of the registrant's
                  disclosure controls and procedures as of a date within
                  90 days prior to the filing date of this annual report
                  (the "Evaluation Date"); and

               c) presented in this annual report our conclusions about
                  the effectiveness of the disclosure controls and
                  procedures based on our evaluation as of the Evaluation
                  Date;

<PAGE>


      5. The registrant's other certifying officers and I have disclosed,
         based on our most recent evaluation, to the registrant's auditors
         and the audit committee of registrant's board of directors (or
         persons performing the equivalent function):

               a) all significant deficiencies in the design or operation
                  of internal controls which could adversely affect the
                  registrant's ability to record, process, summarize and
                  report financial data and have identified for the
                  registrant's auditors any material weaknesses in internal
                  controls; and

               b) any fraud, whether or not material, that involves
                  management or other employees who have a significant role
                  in the registrant's internal controls; and

      6. The registrant's other certifying officers and I have indicated
         in this annual report whether or not there were significant
         changes in internal controls or in other factors that could
         significantly affect internal controls subsequent to the date of
         our most recent evaluation, including any corrective actions with
         regard to significant deficiencies and material weaknesses.


      Date: March 31, 2003

      /s/ Todd W. Tiefel
      -----------------------
      Chief Financial Officer



<PAGE>





                      CONX Capital Corporation

            Accountants' Report and Financial Statements

                 December 31, 2002, 2001 and 2000



































<PAGE>






                    CONX Capital Corporation
                December 31, 2002, 2001 and 2000


Contents

  Independent Accountants' Report ............................. F-1

  Financial Statements

    Balance Sheets ............................................ F-2

    Statements of Income ...................................... F-3

    Statements of Stockholders' Equity ........................ F-4

    Statements of Cash Flows .................................. F-5

    Notes to Financial Statements ............................. F-6




<PAGE>



                     Independent Accountants' Report



    Board of Directors
    CONX Capital Corporation
    Little Rock, Arkansas


    We have audited the accompanying balance sheets of CONX Capital
    Corporation as of December 31, 2002 and 2001, and the related
    statements of income, stockholders' equity and cash flows for
    each of the years ended December 31, 2002, 2001 and 2000.  These
    financial statements are the responsibility of the Company's
    management.  Our responsibility is to express an opinion on these
    financial statements based on our audits.

    We conducted our audits in accordance with auditing standards
    generally accepted in the United States of America.  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 financial statements referred to above
    present fairly, in all material respects, the financial position
    of CONX Capital Corporation as of December 31, 2002 and 2001, and
    the results of its operations and its cash flows for each of the
    years ended December 31, 2002, 2001 and 2000, in conformity with
    accounting principles generally accepted in the United States of
    America.


                                                /s/ BKD, LLP


    Little Rock, Arkansas
    February 28, 2003



<PAGE>

                        CONX Capital Corporation
                             Balance Sheets
                       December 31, 2002 and 2001


  Assets
                                                   2002            2001
                                               ---------------------------
    Cash                                    $     56,487       $   888,826
    Accounts receivable - other                   94,952            87,974
    Accounts receivable - affiliated company     236,735                --
    Note receivable - affiliated company       2,345,170           739,027
    Equipment, at cost, net of accumulated
      depreciation                             7,613,611         6,452,176
                                              ----------         ---------
                                            $ 10,346,955       $ 8,168,003
                                             ===========        ==========


  Liabilities and Stockholders' Equity

    Liabilities
      Accrued expenses                      $     48,427       $        --
      Long-term debt                           5,893,177         5,183,758
      Deferred income taxes                    1,321,005         1,126,488
                                              ----------        ----------
         Total liabilities                     7,262,609         6,310,246
                                              ----------        ----------
   Stockholders' Equity

     Common stock, $.01 par value,
       authorized and issued 7,000,000
       shares                                     70,000            70,000
     Retained earnings                         3,032,346         1,805,757
                                              ----------        ----------
                                               3,102,346         1,875,757
     Treasury stock, at cost
       Common - 350,000 shares                   (18,000)          (18,000)
                                              ----------        -----------
                                               3,084,346         1,857,757
                                              ----------        ----------
                                            $ 10,346,955       $ 8,168,003
                                             ===========        ==========


     See Notes to Financial Statements

                                      F-2

<PAGE>


                        CONX Capital Corporation
                          Statements of Income
              Years Ended December 31, 2002, 2001 and 2000


                                       2002           2001          2000
                                   -----------------------------------------

    Lease Income                   $ 3,663,770    $ 4,298,713    $ 4,326,287

    Gain on Sale of Equipment          136,450        352,217             --
                                    ----------     ----------     ----------
                                     3,800,220      4,650,930      4,326,287
                                    ----------     ----------     ----------

    Operating Expenses

      Management fees                   60,000         60,000         60,000
      Depreciation                   2,008,663      2,582,008      2,585,711
      Professional fees                 33,381         38,994         31,406
      Director's fees                   20,000         20,000         20,000
      Rent                               6,000          6,000          6,000
      Taxes and licenses                 1,425         12,246         11,815
      Other                              1,003          3,376          1,962
      Interest expense                 260,372        529,441        735,871
                                    ----------     ----------     ----------
                                     2,390,844      3,252,065      3,452,765
                                    ----------     ----------     ----------

    Operating Income                 1,409,376      1,398,865        873,522

    Other Income
      Interest income                   94,230         41,970          8,888
                                    ----------     ----------     ----------

<PAGE>


    Income Before Income Taxes       1,503,606      1,440,835        882,410

    Provision for Income Taxes         277,017        550,506        341,117
                                    ----------     ----------     ----------

    Net Income                     $ 1,226,589    $   890,329    $   541,293
                                   ===========     ==========     ==========

    Earnings Per Share
      Net income                   $ 1,226,589    $   890,329    $   541,293

    Weighted average shares of
      common stock                   6,650,000      6,650,000      6,650,000
                                    ----------     ----------     ----------

    Basic earnings per share       $    0.1845    $    0.1338    $    0.0814
                                   ===========    ===========     ==========


    See Notes to Financial Statements

                                      F-3

<PAGE>



                       CONX Capital Corporation
                   Statements of Stockholders' Equity
              Years Ended December 31, 2002, 2001 and 2000


                             Common     Retained     Treasury
                              Stock     Earnings       Stock        Total
                           ------------------------------------------------

  Balance, January 1,
    2000                 $   70,000   $   374,135   $     --     $   444,135

  Purchase of treasury
    stock                        --            --       (18,000)     (18,000)

   Net income                    --       541,293            --      541,293
                           --------    ----------     ---------    ---------
  Balance, December 31,
    2000                     70,000       915,428       (18,000)     967,428


  Net income                     --       890,329            --      890,329
                           --------    ----------     ---------    ---------

  Balance, December 31,
    2001                     70,000     1,805,757      (18,000)    1,857,757


  Net income                     --     1,226,589           --     1,226,589
                            --------   ----------      --------   ----------

  Balance, December 31,
    2002                 $   70,000     3,032,346      (18,000)    3,084,346
                           ========    ==========     =========   ==========



  See Notes to Financial Statements


                                     F-4


<PAGE>




                        CONX Capital Corporation
                        Statements of Cash Flows
              Years Ended December 31, 2002, 2001 and 2000


                                         2002           2001          2000
                                    ----------------------------------------


   Operating Activities
       Net income                    $ 1,226,589    $   890,329   $  541,293
   Items not requiring (providing)
     cash
       Depreciation                    2,008,663      2,582,008    2,585,711
       Deferred income taxes             194,517        550,506      341,117
       Gain on sale of equipment       (136,450)      (352,217)           --
   Changes in
       Accounts receivable             (243,713)         9,504       (60,472)
       Accounts payable and accrued
         expenses                        18,427        (27,968)      (76,800)
                                      ---------       ---------    ----------

   Net cash provided by operating
     activities                       3,068,033      3,652,162      3,330,849
                                      ---------      ---------      ---------

   Investing Activities
       Proceeds from sale of
         equipment                     973,720       1,470,638             --
       Purchase of property and
         equipment                  (4,007,369)            --      (4,846,336)
       Issuance of note receivable  (1,576,143)       (739,027)      (125,000)
       Collection of note
         receivable                         --         125,000        175,565
                                     ---------       ---------      ---------

   Net cash provided by (used in)
     investing activities           (4,609,791)        856,611     (4,795,771)
                                     ---------       ---------      ---------


   Financing Activities
     Proceeds from issuance of
       long-term debt               4,007,368          428,102      4,846,336
     Payments on long-term debt    (3,297,949)      (4,275,997)    (3,250,669)
                                    ---------        ---------      ---------

<PAGE>



       Net cash provided by (used
         in) financing activities     709,419       (3,847,895)     1,595,667
                                    ---------        ---------      ---------

   Increase (Decrease) in Cash       (832,339)         660,878        130,745


   Cash, Beginning of Year            888,826          227,948         97,203
                                    ---------        ---------      ---------

   Cash, End of Year              $    56,487      $   888,826    $   227,948
                                   ==========       ==========     ==========

   Supplemental Cash Flows
     Information

        Interest paid             $   260,372      $   529,441    $   735,871
        Income taxes paid         $    82,500      $        --    $        --



   See Notes to Financial Statements

                                     F-5


<PAGE>

                          CONX Capital Corporation
                        Notes to Financial Statements
                         December 31, 2002 and 2003



 Note 1:   Nature of Operations and Summary of Significant
             Accounting Policies


  Nature of Operations

    CONX Capital Corporation, a Delaware Corporation, ("Company")
    is a specialty commercial finance company engaged in the
    business of originating and securing loans and equipment
    leases to smaller businesses, with a primary initial focus on
    regional trucking companies.  The Company was organized in
    April 1998 with its headquarters located in Carson City,
    Nevada.  The Company originates loans and leases through
    marketing offices located in Carson City, Nevada and Little
    Rock, Arkansas.  For the years ended December 31, 2002, 2001
    and 2000, all lease income was derived from one affiliated
    company.


  Use of Estimates

    The preparation of financial statements in conformity with
    accounting principles generally accepted in the United States
    of America requires management to make estimates and
    assumptions that affect the reported amounts of assets and
    liabilities and disclosure of contingent assets and
    liabilities at the date of the financial statements and the
    reported amounts of revenues and expenses during the
    reporting period.  Actual results could differ from those
    estimates.


  Accounts Receivable

    Accounts receivable are stated at the amount billed to
    customers.  The Company provides an allowance for doubtful
    accounts, which is based upon a review of outstanding
    receivables, historical collection information and existing
    economic conditions.  Delinquent receivables are written off
    based on individual credit evaluation and specific
    circumstances of the customer.


<PAGE>


  Property and Equipment

    Property and equipment are depreciated over the estimated
    useful life of each asset.  Leasehold improvements are
    amortized over the shorter of the lease term or the estimated
    useful lives of the improvements.  Annual depreciation is
    primarily computed using accelerated methods.


  Income Taxes

    Deferred tax liabilities and assets are recognized for tax
    effects of differences between the financial statement and
    tax bases of assets and liabilities.  A valuation allowance
    is established to reduce deferred tax assets if it is more
    likely than not that a deferred tax asset will not be
    realized.


  Revenue Recognition

    The Company recognizes operating lease income on the straight-
    line basis over the life of the operating leases.  These
    operating leases contain provisions for service charges on
    late payments equal to 2% of the lease payment or, if less,
    the highest rate allowed by Nevada law.  The leases also
    contain excess mileage charges in the amount of five cents
    per mile for miles in excess of 150,000 miles determined on
    an annual basis.  Initial direct costs are expensed over the
    life of the corresponding lease in proportion to the
    recognition of lease income.

    At December 31, 2002, the approximate future minimum lease
    income under these operating leases is as follows:


         2003                                         $ 1,185,600
         2004                                           1,185,600
         2005                                           1,185,600
         2006                                           1,026,000
                                                        ---------
                                                      $ 4,582,800
                                                        =========

                                  F-6



<PAGE>

                          CONX Capital Corporation
                        Notes to Financial Statements
                         December 31, 2002 and 2003


  Earnings Per Share

    Earnings per share have been computed based upon the weighted-
    average common shares outstanding during each year.


  Operating Leases

    The Company leases equipment under noncancellable operating
    leases.  These leases expire in 2002 and convert to a month
    to month basis if the Company does not receive notice of
    termination.  These leases require the lessee to pay all
    executory costs (property taxes, maintenance and insurance).
    Rental income under these operating leases was $3,663,770,
    $4,298,713 and $4,326,287 for the years ended December 31,
    2002, 2001 and 2000, respectively.

    Equipment under operating leases consists of the following at
    December 31, 2002 and 2001:

                                               2002           2001
                                           --------------------------
        Tractors                           $ 10,089,300   $ 9,077,742
        Trailers                              2,447,894     2,465,895
                                             ----------    ----------
                                             12,537,194    11,543,637
        Less accumulated depreciation         4,923,583     5,091,461
                                             ----------    ----------

                                           $  7,613,611   $ 6,452,176
                                             ==========    ==========


  Income Taxes

    Deferred tax liabilities and assets are recognized for the
    tax effects of differences between the financial statement
    and tax bases of assets and liabilities.  A valuation
    allowance is established to reduce deferred tax assets if it
    is more likely than not that a deferred tax asset will not be
    realized.


  Note 2:   Long-term Debt

                                                 2002           2001
                                              -------------------------
      Notes payable - Navistar Financial
        Corporation (A)                      $ 5,129,581    $ 3,053,654
      Note payable - Banc One Leasing
      Corporation (B)                                 --        568,005
      Note payable - Fleet Capital
        Leasing (C)                              141,980        304,271
      Note payable - GE Capital (D)              621,616      1,257,828
                                               ---------      ---------

                                             $ 5,893,177    $ 5,183,758
                                              ==========     ==========

                                   F-7
<PAGE>



                          CONX Capital Corporation
                        Notes to Financial Statements
                         December 31, 2002 and 2003




    (A)  Due in monthly installments through 2004 ranging from $2,253
         to $53,693 with total monthly payments of approximately $160,000;
         including interest from 6.0 % to 7.4%; secured by trucks and
         trailers.  Notes are guaranteed by Continental Express SD, Inc.
         (See Note 5)

    (B)  Due October 30, 2003; payable $14,892 monthly, including
         interest at 7.83%; secured by trailers.  Note is guaranteed by
         Continental Express SD, Inc. (See Note 5)

    (C)  Due January 28, 2003; payable $45,367 monthly, including
         interest at 6.5%; secured by tractors and trailers.  Note is
         guaranteed by Continental Express SD, Inc. (See Note 5)

    (D)  Due December 1, 2005; payable $39,854 monthly, including
         variable interest rates, 5.58% to 5.92% at December 31, 2001;
         secured by tractors.  Note is guaranteed by Continental Express
         SD, Inc.  (See Note 5)

    Aggregate annual maturities of long-term debt at December 31, 2002:

        2003                                                $ 2,209,361
        2004                                                  1,503,395
        2005                                                  1,230,534
        2006                                                    949,887
                                                              ---------

                                                            $ 5,893,177
                                                              =========


  NOTE 3:   Income Taxes

    The provision for income taxes includes these components:

                                          2002          2001         2000
                                       -------------------------------------

      Taxes currently payable         $   82,500     $       --     $       --
      Deferred income taxes              194,517        550,506        341,117
                                       ---------      ---------       --------
                                      $  277,017     $  550,506     $  341,117
                                       =========      =========      =========


    A reconciliation of income tax expense at the statutory rate
    to the Company's actual income tax expense is shown below:

                                          2002          2001         2000
                                       --------------------------------------

      Computed at the statutory
        rate (34%)                    $  511,226     $  489,884    $  300,019

      Increase (decrease) resulting
        from:
          Tax gain on sale of fixed
            assets                      (190,498)            --            --

          Other                          (43,711)        60,622        41,098
                                        ---------      --------      --------

      Actual tax provision            $  277,017     $  550,506    $  341,117
                                        =========     =========     =========

                                    F-8
<PAGE>


                           CONX Capital Corporation
                        Notes to Financial Statements
                         December 31, 2002 and 2003



   The tax effects of temporary differences related to deferred
     taxes shown on the balance sheets were:


                                           2002          2001
                                       --------------------------

     Deferred tax assets
     Net operating loss
       carryforwards
       (expiring 2020               $     43,176    $   141,516


     Deferred tax liabilities
       Accumulated depreciation       (1,364,181)    (1,268,004)
                                       ---------      ---------

     Net deferred tax liability     $ (1,321,005)  $ (1,126,488)
                                     ===========    ===========


  Note 4:   Equipment

      Equipment consists of the following at December 31, 2002 and 2001:


                                                      2002         2001
                                                   -----------------------

         Tractors                                $ 10,089,300    $ 9,077,742
         Trailers                                   2,447,894      2,465,895
                                                   ----------     ----------
                                                   12,537,194     11,543,637
         Less accumulated depreciation              4,923,583      5,091,461
                                                   ----------     ----------

                                                 $ 7,613,611     $ 6,452,176
                                                  ==========      ==========


  Note 5:   Related Party Transactions

    The Company leases all of its equipment to Continental
    Express SD, Inc., an affiliated company, which has common
    ownership with the Company.  The lessor is required to pay
    all executory costs (property taxes, maintenance and
    insurance).  The Company uses the management and office
    supplies of Harvey Manufacturing Corporation, an affiliated
    Company, which is owned by a stockholder.  The Company paid
    Harvey Manufacturing Corporation $60,000 during 2002, 2001
    and 2000 for management fees.

    At December 31, 2002 and 2001, the Company had a receivable
    and interest from Harvey Manufacturing Corporation in the
    amount of $766,612 and $739,027.


<PAGE>



    At December 31, 2002, the Company had a receivable from Great
    Western, LLC, in the amount of $124,900.

    At December 31, 2002, the Company had a receivable and
    interest from Continental Express, Inc. in the amount of
    $1,491,658.

    At December 31, 2002, the approximate future minimum lease
    income under these operating leases is as follows:


         2003                                         $ 1,185,600
         2004                                           1,185,600
         2005                                           1,185,600
         2006                                           1,026,000
                                                        ---------
                                                      $ 4,582,800
                                                        =========


                                     F-9

<PAGE>





                                                          Exhibit 99.1




                     CERTIFICATION OF CHIEF EXECUTIVE OFFICER
                            OF CONX CAPITAL CORPORATION
                        PURSUANT TO 18 U.S.C. SECTION 1350



        In connection with the accompanying report on Form 10-K for
   the year ended December 31, 2002 and filed with the Securities
   and Exchange Commission on the date hereof (the "Report"), I, Edward
   M. Harvey, Chief Executive Officer of CONX Capital Corporation,
   hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted
   pursuant to Section 906 of the Sarbanes - Oxley Act of 2002, that:


                 1.  The report fully complies with the requirements
                     of Section 13 (a) or 15 (d) of the Secutities
                     Exchange act of 1934; and

                 2.  The information contained in the Report fairly
                     presents, in all material respects, the financial
                     condition and results of operations of the company.



                                            /s/ Edward M. Harvey
                                            ---------------------------
                                            Edward M. Harvey
                                            Chief Executive Officer



                                   -18-


<PAGE>


                                                          Exhibit 99.2




                      CERTIFICATION OF CHIEF FINANCIAL OFFICER
                            OF CONX CAPITAL CORPORATION
                        PURSUANT TO 18 U.S.C. SECTION 1350



        In connection with the accompanying report on Form 10-K for
   the year ended December 31, 2002 and filed with the Securities
   and Exchange Commission on the date hereof (the "Report"), I, Todd W.
   Tiefel, Chief Financial Officer of CONX Capital Corporation, hereby
   certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant
   to Section 906 of the Sarbanes - Oxley Act of 2002, that:


                 1.  The report fully complies with the requirements
                     of Section 13 (a) or 15 (d) of the Secutities
                     Exchange act of 1934; and

                 2.  The information contained in the Report fairly
                     presents, in all material respects, the financial
                     condition and results of operations of the company.



                                            /s/ Todd W. Tiefel
                                            ----------------------------
                                            Todd W. Tiefel
                                            Chief Financial Officer




                                   -19-