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, 2001

                        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
                                            ---    ---
     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   __
     NO   X
         ---

     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, 2001  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, 2001, were $4,298,713.

     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
     $8.2 million  as of December 31,  2001, 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, 2001, the assets
     of the Company had decreased  to $8,168,003, consisting  primarily
     of  cash and  equipment, consisting  of leased  tractors  and semi
     trailers,  valued at  $6,452,176, net  of depreciation.   For  the
     year ended December 31, 2001, net income was $890,329.
          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 2002.

          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.

     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,
     2002.  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 2001.


                                  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,  2002, 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, 2001.

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

     The  following sets  forth  the selected  financial data  for  the
     fiscal years ended December 31, 2001, December 31, 2000,  December
     31, 1999, and December 31, 1998, respectively:

                          12/31/01      12/31/00      12/31/99     12/31/98
                       ------------  ------------  ------------  ------------

     Revenues            $4,650,930   $4,326,287     $2,894,050    $ 635,550
     Net Income            $890,329     $541,293       $365,618       $8,517
     Earnings per Share     $0.1338       $.0814        $0.0536      $0.0012
     Cash Dividend
       per Share              $0.00        $0.00          $0.00        $0.00
     Total Assets        $8,168,003  $10,603,031     $8,201,753   $4,687,816
     Stockholders
       Equity            $1,857,757     $967,428       $426,135      $78,517



     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, 2001

          Lease  income  was  $4,298,713  for  the  fiscal  year  ended
     December  31, 2001.  As of that date the  Company had 126 tractors
     and  142  semi-trailers  leased   to  its  customer.     Operating
     expenses   (consisting   primarily   of   interest   expense   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 off set  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 $1,398,965, an  increase of  37.6% from fiscal  year
     2000.  This increase  in operating income results from a  decrease
     in  operating expenses as well as $352,217 in income realized on a
     gain from  the sale of  equipment.   Other income for  fiscal year
     2001 was  $41,970.   Income before  income taxes  for fiscal  year
     2001  totaled $1,440,835,  with a  provision for  income  taxes of
     $550,506, resulting  in net income for  fiscal year 2001 equal  to
     $890,329.   This amount represents an  increase of 39.2% over  the
     net  income  amount  in  fiscal  year  2000, as  a  result  of the
     differences in income noted 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 customers.  This
     increase  in  lease  equipment was  the  primary component  in the
     33.1%  increase in  lease income  in fiscal  year  2000 over  1999
     amounts.   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%.   The increase  in operating  expenses in  2000
     resulted from  the increased operations  and leased  equipment and
     as a  percentage of lease  income are  essentially unchanged  from
     1999 levels.

          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


<PAGE>



     fiscal year  ended December 31, 2000  of $541,293.  The  increases
     in  the operating  and  net income  for   2000 over  1999  amounts
     result from  the increased revenue  and expense  amounts discussed
     above.

          Fiscal Year Ended December 31, 1999

          Lease  income  was  $2,894,050  for  the  fiscal  year  ended
     December 31,  1999. As of  December 31, 1999, the  Company had 133
     tractors and 142 semi-trailers  leased to its customer.  Operating
     expenses (consisting  primarily of interest  and depreciation) for
     the  fiscal year  ended  December 31,  1999 were  $2,301,617,  and
     operating expenses  as  a percentage  of lease  income was  79.5%.
     Income from  operations for  the  fiscal year  ended December  31,
     1999  was  $592,433.   Other  income  for the  fiscal  year  ended
     December 31, 1999  was $2,830.  Income before income taxes for the
     fiscal  year ended December  31, 1999 was $595,263, with provision
     for income  taxes of  $229,645, resulting  in net  income for  the
     fiscal year ended December 31, 1999 of $365,618.

          The  Company  anticipates  additional  leasing  activity with
     Continental  Express  SD,  Inc., through  the  year 2002.   During
     2002, 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 14 to  this
     Annual Report on Form 10-K.

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

          None.

                                 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               70       President and Chairman
                                             of the Board of Directors
     Todd W. Tiefel                 36       Secretary, Treasurer and Director
     John P. Flahavin               65       Director
     Theodore C. Skokos             54       Director
     Michael Kelly Woodridge        43       Director



          Edward M. Harvey has  been the President and the Chairman  of
     the Company's  Board of Directors  since the  Company's inception.
     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).

          Todd W. Tiefel has  served as the Secretary, Treasurer and  a
     Director of  the Company  since its  inception, 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.

          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.

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

     Section 16(a) Beneficial Ownership Reporting Obligations

          Under  the  federal  securities  laws,  directors,  executive
     officers, and  persons  holding  more than  10%  of the  Company's
     common stock must  report their  initial ownership  of the  common
     stock and  any changes in that ownership  to the SEC.  The SEC has
     designated specific  due dates for these  reports and the  Company
     must identify  those persons who did  not file these reports  when
     due.    Based solely  on the  Company's  review  of copies  of the
     reports filed  with the  SEC and  written  representations of  the
     directors and  executive officers, the  Company believes  that the
     following  individuals  were not  timely  in the  filing of  their
     initial  report of  ownership on  Form 3  during  the past  fiscal
     year:  Edward  M.  Harvey,  Todd  W.  Tiefel,  John  P.  Flahavin,
     Theodore  C.  Skokosk,  Michael  Kelly  Wooldridge  and  Bonnie P.
     Harvey.

                                    -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, 2001.

     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, the president  and
     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, 2001.


                                  PART  IV


     ITEM 14.  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.

          (a)(3)    See  Exhibits  below.

          (b)  No reports on Form 8-K were filed during  the year ended
               December 31, 2001.

          (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.

                    -----------_
                     *   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, President

                                        Dated:    April 15, 2002
























                                  -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, Director and
                                              President
                                              (Principal Executive Officer)
                                   Dated:     April 15, 2002


                                           /s/ Todd W. Tiefel
                                   --------------------------------------
                                   Name:  Todd W. Tiefel
                                   Capacity:  Secretary, Treasurer and
                                              Director
                                              (Principal Financial and
                                               Accounting Officer)
                                   Dated:     April 15, 2002


<PAGE>

                                           /s/ John P. Flahavin
                                   ---------------------------------------
                                   Name:  John P. Flahavin
                                   Capacity:  Director
                                   Dated:     April 15, 2002


                                           /s/ Theodore C. Skokos
                                   ----------------------------------------
                                   Name:  Theodore C. Skokos
                                   Capacity:  Director
                                   Dated:     April 15, 2002


                                           /s/ Michael Kelly Wooldridge
                                   ----------------------------------------
                                   Name:  Michael Kelly Wooldridge
                                   Capacity:  Director
                                   Dated:     April 15, 2002




                                  -11-

<PAGE>




                          CONX Capital Corporation

                Accountants' Report and Financial Statements
                --------------------------------------------

                       December 31, 2001, 2000 and 1999









































<PAGE>





                          CONX CAPITAL CORPORATION

                     DECEMBER 31, 2001, 2000 and 1999



   CONTENTS


                                                                 Page

     INDEPENDENT ACCOUNTANTS' REPORT . . . . . . . . . . . . . .  F-1


     FINANCIAL STATEMENTS

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

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

        Statements of Changes in 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, 2001 and 2000, and the related
          statements of income, changes in stockholders' equity and cash
          flows for each of the years ended December 31, 2001, 2000 and
          1999.  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, 2001 and 2000, and

          the results of its operations and its cash flows for each of the
          years ended December 31, 2001, 2000 and 1999, in conformity with
          accounting principles generally accepted in the United States of
          America.




          BKD, LLP
          Little Rock, Arkansas
          February 22, 2002


<PAGE>


                               CONX Capital Corporation
                                    Balance Sheets
                              December 31, 2001 and 2000



    Assets


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


       Cash                                        $  888,826  $   227,948
       Accounts receivable - other                     87,974           --
       Accounts receivable - affiliated company            --       97,478
       Note receivable - affiliated company           739,027      125,000
       Equipment, at cost, net of accumulated
         depreciation                               6,452,176   10,152,605
                                                    ---------   ----------

                                                   $8,168,003  $10,603,031
                                                    =========   ==========

<PAGE>


    Liabilities and Stockholders' Equity

         Liabilities
           Accrued expenses                        $       --  $    27,968
           Long-term debt                           5,183,758    9,031,653
           Deferred income taxes                    1,126,488      575,982
                                                    ---------   ----------

              Total liabilities                     6,310,246    9,635,603
                                                    ---------    ---------


         Stockholders' Equity
           Common stock, $.01 par value,
             authorized and issued 7,000,000
             shares                                    70,000      70,000
           Retained earnings                        1,805,757     915,428
                                                    ---------    --------
                                                    1,875,757     985,428

           Treasury stock, at cost, 350,000
             shares                                   (18,000)    (18,000)
                                                    ---------    --------

                                                    1,857,757     967,428
                                                    ---------    --------

                                                   $8,168,003 $10,603,031
                                                    =========  ==========


   See Notes to Financial Statements

                                    F-2

<PAGE>




                              CONX Capital Corporation

                                Statements of Income

                For the Years Ended December 31, 2001, 2000 and 1999


                                           2001         2000         1999
                                        ------------------------------------

       Lease Income                    $ 4,298,713  $ 4,326,287  $ 2,894,050
       Gain on sale of equipment           352,217           --           --
                                         ---------   ----------   ----------

                                         4,650,930    4,326,287    2,894,050
                                         ---------    ---------    ---------

       Operating Expenses
         Management fees                    60,000       60,000       60,000
         Depreciation                    2,582,008    2,585,711    1,662,136
         Professional fees                  38,994       31,406        7,894
         Directors fees                     20,000       20,000       20,000
         Rent                                6,000        6,000        6,000
         Taxes and licenses                 12,246       11,815        4,385
         Other                               3,376        1,962        1,387
         Interest expense                  529,441      735,871      539,815
                                         ---------    ---------    ---------

                                         3,252,065    3,452,765    2,301,617
                                         ---------    ---------    ---------

       Operating Income                  1,398,865      873,522      592,433

       Other Income
         Interest income                    41,970        8,888        2,830
                                         ---------    ---------    ---------

<PAGE>

       Income Before Income Taxes        1,440,835      882,410      595,263

       Provision For Income Taxes          550,506      341,117      229,645
                                         ---------    ---------    ---------

       Net Income                       $  890,329   $  541,293   $  365,618
                                         =========    =========    =========

       Earnings Per Share
         Net income                     $  890,329   $  541,293   $  365,618
         Weighted average shares of
           common stock                  6,650,000    6,650,000    6,825,000
                                         ---------    ---------    ---------

          Basic earnings per share      $   0.1338   $   0.0814   $   0.0536
                                         =========    =========    =========






  See Notes to Financial Statements

                                      F-3

<PAGE>






                               CONX Capital Corporation

                    Statements of Changes in Stockholders' Equity

                 for the Years Ended December 31, 2001, 2000 and 1999





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

   Balance, December 31, 1998   $  70,000   $  8,517   $    --   $   78,517

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


      Net income                       --     365,618        --      365,618
                                  -------     -------    -------     -------

   Balance, December 31, 1999      70,000     374,135    (18,000)    426,135

      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



  See Notes to Financial Statements

                                      F-4

<PAGE>



                               CONX Capital Corporation

                               Statements of Cash Flows

                 for the Years Ended December 31, 2001, 2000 and 1999



                                           2001          2000         1999
                                         ------------------------------------


       From Operating Activities

         Net income                   $   890,329   $   541,293   $   365,618
       Items not requiring
         (providing) cash
            Depreciation               2,582,008      2,585,711     1,662,136
            Deferred income taxes        550,506        341,117       229,645
            Gain on sale of equipment   (352,217)            --            --
       Changes in
         Accounts receivable               9,504        (60,472)      (37,006)
         Accounts payable and accrued
           expenses                      (27,968)       (76,800)       61,674
                                       ---------      ---------     ---------
             Net cash provided by
               operating activities    3,652,162      3,330,849     2,282,067
                                       ---------      ---------     ---------

<PAGE>


       From Investing Activities

         Proceeds from sale of
           equipment                   1,470,638             --            --
         Purchase of property and
           equipment                          --     (4,846,336)   (4,951,308)
         Issuance of note receivable    (739,027)      (125,000)     (175,565)
         Collection of note
           receivable                    125,000        175,565            --
                                       ---------      ---------     ---------
       Net cash provided by (used in)
          investing activities           856,611     (4,795,771)   (5,126,873)
                                       ---------      ---------     ---------
       From Financing Activities

         Purchase of treasury stock           --             --       (18,000)
         Proceeds from issuance of
           long-term debt                428,102      4,846,336     4,951,308
         Payments on long-term debt   (4,275,997)    (3,250,669)   (2,076,308)
                                       ---------      ---------     ---------
            Net cash provided by
              (used in) financing
              activities              (3,847,895)     1,595,667     2,857,000
                                       ---------      ---------     ---------

       Net Increase in Cash              660,878        130,745        12,194

       Cash, Beginning of Year           227,948         97,203        85,009
                                       ---------      ---------     ---------

       Cash, End of Year             $   888,826    $   227,948    $   97,203
                                      ==========     ==========     =========


       Supplemental Cash Flows
         Information


           Interest paid             $   529,441    $   735,871    $   539,815



  See Notes to Financial Statements

                                      F-5


<PAGE>



                               CONX Capital Corporation

                            Notes to Financial Statements

                              December 31, 2001 and 2000



        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, 2001, 2000
               and 1999, 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.


            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.


<PAGE>


            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
               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, 2001, the approximate future minimum lease
               incomes under these operating leases are as follows:


                  2002                                         $  445,000
                                                                =========


                                     F-6

<PAGE>




                               CONX Capital Corporation

                            Notes to Financial Statements

                              December 31, 2001 and 2000



            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 $4,298,713,
               $4,326,287 and $2,894,050 for the years ended December 31,
               2001, 2000 and 1999, respectively.

                 Equipment under operating leases consists of the following
                 at December 31, 2001 and 2000:


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




                    Tractors                    $  9,077,742  $ 12,342,754
                    Trailers                       2,465,895     2,465,895
                                                 -----------   -----------
                                                  11,543,637    14,808,649
                    Less accumulated
                      depreciation                 5,091,461     4,656,044
                                                  ----------    ----------

                                                 $ 6,452,176  $ 10,152,605
                                                  ==========   ===========

            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

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


        Notes payable - Navistar Financial
          Corporaton (A)                         $ 3,053,654   $ 6,334,717
        Note payable -  Banc One Leasing
          Corporation (B)                            568,005     1,058,067
        Note payable - Fleet Capital Leasing (C)     304,271       452,776
        Note payable - GE Capital (D)              1,257,828     1,186,093
                                                   ---------     ---------

                                                 $ 5,183,758   $ 9,031,653
                                                  ==========    ==========


                                    F-7

<PAGE>



                               CONX Capital Corporation

                            Notes to Financial Statements

                              December 31, 2001 and 2000






               (A)  Due in monthly installments through 2004 ranging from
                    $2,253 to $53,693; including interest from 6.5% to 7.4%;
                    secured by trucks and trailers.  Notes are guaranteed by
                    Continental Express SD, Inc. (See Note 3)


               (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 3)

               (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 3)

               (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 3)


         Aggregate annual maturities of long-term debt at December 31, 2001:


              2002                                              $  2,904,409
              2003                                                 1,518,126
              2004                                                   531,525
              2005                                                   229,698
                                                                  ----------

                                                                $  5,183,758
                                                                 ===========


<PAGE>



    Note 3:  Income Taxes

       The provision for income taxes includes these components:


                                            2001         2000         1999
                                         -----------------------------------

          Taxes currently payable      $       --    $       --    $       --
          Deferred income taxes           550,506       341,117       229,645
                                         --------     ---------     ---------

                                       $  550,506    $  341,117    $  229,645
                                        =========     =========     =========


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



                                            2001         2000          1999
                                         ------------------------------------


          Computed at the statutory
            rate (34%)                 $  489,884    $  300,019    $  202,389

          Increase resulting from:
            State income taxes net of
              federal tax benefit          60,622        41,098        27,256
                                        ---------     ---------     ---------

          Actual tax provision         $  550,506    $  341,117    $  229,645
                                        =========     =========     =========


                                     F-8

<PAGE>


                               CONX Capital Corporation

                            Notes to Financial Statements

                              December 31, 2001 and 2000






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


                                          2001          2000         1999
                                       -------------------------------------

          Deferred tax assets:
          Net operating loss
            carryforwards (expiring
            2020)                     $   141,516   $   438,189    $  276,864

          Deferred tax liabilities:
            Accumulated depreciation   (1,268,004)   (1,014,171)     (511,729)
                                       ----------    ----------     ---------


          Net deferred tax liability  $(1,126,488)  $  (575,982)   $ (234,865)
                                       ==========    ==========     ==========


<PAGE>



    Note 4:  Equipment


       Equipment consists of the following at December 31, 2001 and 2000:


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


            Tractors                           $  9,077,742    $ 12,342,754
            Trailers                              2,465,895       2,465,895
                                                 ----------      ----------
                                                 11,543,637      14,808,649
            Less accumulated depreciation         5,091,461       4,656,044
                                                 ----------      ----------

                                               $  6,452,176    $ 10,152,605
                                                 ==========      ==========


    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, Inc., an affiliated Company, which is
             owned by a stockholder.  The Company paid Harvey, Inc.
             $60,000 during 2001, 2000 and 1999 for management fees.

             At December 31, 2001 and 2000, the Company had a receivable
             from Harvey, Inc. in the amount of $739,027 and $125,000.

             At December 31, 2001, the approximate future minimum lease
             income under these operating leases are as follows:



                2002                                         $  445,000
                                                              =========


                                    F-9

<PAGE>