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, 2004

                        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  (Section 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.   X
                                                            ---


     Indicate  by  check  mark whether the registrant is an accelerated
     filer (as defined in Rule 12b-2 of the Act).   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, 2004  was
     $0.   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, 2004, were $1,868,222.

     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                   6,605,200














                    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, but are not limited
     to,  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," "should," "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 in whole or in part.


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

          CONX   Capital  Corporation,   a  Delaware  corporation  (the
     "Company" or  "CONX"), 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 the  leasing
     of   tractors  and  semi-trailers   to  one  affiliated   company,
     Continental  Express  SD,  Inc.   As   of  December 31, 2004,  the
     Company   had  total  assets  of  $7,116,804,  primarily including
     equipment  that consisted of  leased  tractors  and  semi trailers
     carried  at  $2,197,962, net of accumulated depreciation.  For the
     year ended December 31, 2004, net income was $77,820.

          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.


<PAGE>

     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 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.   No
     significant  expansion  of  the  scope  of  the  Company's lending
     activities is expected before the end of calendar year 2005.

          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.


<PAGE>

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

          The   Company  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,
     2005.  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 2004.



                                  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.  All 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
     April 14, 2005, there  were  approximately  7 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, 2004.



<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, 2004, December 31, 2003,  December
     31, 2002,  December 31, 2001, and December 31, 2000, respectively:


                  12/31/04     12/31/03     12/31/02     12/31/01     12/31/00
                 ----------   ----------   ----------   ----------   ----------

  Revenues      $ 1,868,222  $ 3,267,090  $ 3,800,220  $ 4,650,930  $ 4,326,287
  Net Income    $    77,820  $   485,191  $ 1,226,589  $   890,329  $   541,293
  Earnings per
    Share       $    0.0117  $    0.0729  $    0.1845  $   0.1338   $    0.0814
  Cash Dividend
    per Share   $       0.0  $       0.0  $       0.0  $      0.0   $       0.0
  Total Assets  $ 7,116,804  $ 8,848,218  $10,346,455  $ 8,168,003  $10,603,031
  Stockholders
    Equity      $ 3,587,567  $ 3,569,537  $ 3,084,346  $ 1,857,757  $   967,428




     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, 2004

          Lease   income   was  $912,164  for  the  fiscal  year  ended
     December  31, 2004.  As of that date the  Company  had 59 tractors
     leased   to  its  customer.     Operating   expenses   (consisting
     primarily   of   interest   expense   and  depreciation)  for  the
     fiscal  year ended  December 31,  2004 were $1,896,348.

          Operating  Loss for the fiscal year  ended  December 31, 2004
     was $28,126.  This  operating loss   results   primarily   from  a
     decrease  in  lease  income.  Other  income  for fiscal year  2004
     was $141,255.  Income before income  taxes  for fiscal  year  2004
     totaled $113,129, with a  provision for  income  taxes of $35,309,
     resulting  in  net  income for  fiscal year 2004 equal to $77,820.
     This  amount  represents a decrease  of  83.96%  when  compared to
     the  net  income  amount in  fiscal year  2003, as a result of the
     differences noted above.



          Fiscal year ended December 31, 2003

          Lease  income  was  $3,024,901  for  the  fiscal  year  ended
     December  31, 2003.  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,  2003 were
     $2,597,009 and operating expenses as a percentage of  lease income
     was 85.9%.   The  increase  in  this  percentage in 2003  from the
     prior year resulted primarily  from  a  reduction  in lease income
     income of 17.4% in 2003 from fiscal year 2002 levels.

          Operating Income for the fiscal year  ended December 31, 2003
     was $670,081, a  decrease  of  52.5%  from fiscal year 2002.  This
     decrease   in   operating   income   results   primarily   from  a
     decrease  in  lease  income  compounded  with  increases  in  both
     depreciation  expense  and  interest expense.   Other  income  for
     fiscal year  2003  was $119,828.  Income before income  taxes  for
     fiscal  year 2003  totaled $789,909, with a  provision for  income
     taxes of $304,718, resulting  in  net income for  fiscal year 2003
     equal  to $485,191.  This  amount  represents a decrease  of 60.4%
     when  compared  to the  net  income  amount in  fiscal year  2002,
     as a result of the differences noted above.


<PAGE>

          Fiscal year ended December 31, 2002

          Lease  income  was  $3,663,770  for  the  fiscal  year  ended
     December  31, 2002.  As  of December 31, 2002, the Company had 126
     tractors and 142 semi-trailers leased to its customer.   Operating
     expenses (consisting  primarily of interest 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.   This improvement was
     slightly  offset  by  a  reduction in lease revenues in 2002  from
     fiscal year 2001 levels.

          Operating  Income for the fiscal year ended December 31, 2002
     was $1,409,376.  Other income for the  fiscal year  ended December
     31, 2002 was $94,230.  Income before income taxes for the   fiscal
     year  ended  December 31, 2002 was $1,503,606,  with provision for
     income  taxes  of  $277,017,  resulting  in  net  income  for  the
     fiscal year  ended December 31, 2002 of $1,226,589. The  increases
     in  the operating  and  net income  for   2002 over  2001  amounts
     result   primarily  from  a  decrease  in  operating  expenses  as
     discussed above.



                                   -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.
     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, 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 may 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.


     Disclosure of Contractual Obligations

          The  funding  requirements  of the Company's most significant
     financial obligations are set forth in the table below:


                                   Payments Due by Period

                     -------------------------------------------------------
                     Less than       1-3        3-5      Greater than
                     1 Year         Years      Years       5 Years     Total
                     -------------------------------------------------------

    Contractual
      Obligations:

       Long-term
         Debt       $ 1,249,341   $  949,886    -0-       -0-    $ 2,199,227




     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>



     ITEM 9A.  Controls 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.


          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-15(e) 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.

         The  Company  also  adheres  to  certain processes to provide
     reasonable  assurance  regarding  the  reliability  of  financial
     information   reported   in  documents  filed  with  the  SEC  or
     otherwise  made  public.  The Company's management is responsible
     for  establishing  and  maintaining such processes to ensure that
     adequate  internal  controls  exist with respect to the Company's
     financial  reporting.   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 such
     controls  or  other factors that could significantly affect those
     controls   subsequent  to  the  last  date  of  the  most  recent
     evaluation.



<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               73      Chairman of the Board of Directors
     Michael Kelly Woodridge        46      President and Director
     Todd W. Tiefel                 39      Chief Financial Officer and
                                              Director
     John P. Flahavin               68      Director
     Theodore C. Skokos             57      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.


          The  Company  adopted  a  Code  of  Ethics  applicable to its
     directors, chairman,  president, chief financial officer and other
     executive  officers   that   constitues   a   "code of ethics"  as
     defined  by  applicable  rules  of  the  Securities  and  Exchange
     Commission. The Company will  provide  its  Code  of Ethics to any
     person, without charge,  upon  request  submitted  to the Board of
     Directors of the Company   at  its  principal  office  located  at
     502  N.  Division  Street,   Carson   City,   Nevada  89703.   Any
     amendments to the Company's Code of Ethics, other  than technical,
     administrative,  or  other  non-substantive  amendments,  will  be
     promptly  disclosed by the Company  in  a report on Form 8-K filed
     with the Securities and Exchange Commission.




                                    -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, 2004.


     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            73.50%
      Bonnie P. Harvey(1)(3)         350,000             5.30%
      Charles Harvey(1)(4)           350,000             5.30%
      Deborah Harvey(1)(5)           350,000             5.30%
      Jill Pryor(1)(6)               350,000             5.30%
      Darby Boyd(1)(7)               350,000             5.30%
      Mark Guffin(1)(8)              350,000             5.30%
      All executive officers       4,855,200            73.50%
      and directors as a
      group (5 persons)




     (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.


     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 68.20% 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, 2004.



     ITEM 14.  Principal Accounting Fees and Services
               --------------------------------------


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

         (a)   Audit Fees:                 $  27,175     $  22,250

         (b)   Audit Related Fees:         $       0     $       0

         (c)   Tax Fees:                   $       0     $       0

         (d)   All Other Fees:             $       0     $       0






                                  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, 2004.

          (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:    April 14, 2005
























                                  -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:     April 14, 2005



                                           /s/ Michael Kelly Wooldridge
                                   ----------------------------------------
                                   Name:  Michael Kelly Wooldridge
                                   Capacity:  President and Director
                                   Dated:     April 14, 2005



                                           /s/ Todd W. Tiefel
                                   --------------------------------------
                                   Name:  Todd W. Tiefel
                                   Capacity:  Chief Financial Officer and
                                               Director
                                              (Principal Financial and
                                               Accounting Officer)
                                   Dated:     April 14, 2005


<PAGE>

                                           /s/ John P. Flahavin
                                   ---------------------------------------
                                   Name:  John P. Flahavin
                                   Capacity:  Director
                                   Dated:     April 14, 2005


                                           /s/ Theodore C. Skokos
                                   ----------------------------------------
                                   Name:  Theodore C. Skokos
                                   Capacity:  Director
                                   Dated:     April 14, 2005





                                  -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 officer 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 officer 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 officer 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: April 14, 2005

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




                                   -12-


<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 officer 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 officer 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 officer 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: April 14, 2005

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



<PAGE>









                         CONX Capital Corporation

               Accountants' Report and Financial Statements

                   December 31, 2004, 2003 and 2002





































<PAGE>


                       CONX Capital Corporation
                   December 31, 2004, 2003 and 2002


  Contents

    Independent Accountants' Report                               13

    Financial Statements
      Balance Sheets                                              14
      Statements of Income                                        15
      Statements of Stockholders' Equity                          16
      Statements of Cash Flows                                    17
      Notes to Financial Statements                               18




<PAGE>

                    Independent Accountants' Report



  Audit Committee, Board of Directors and Stockholders
  CONX Capital Corporation
  Little Rock, Arkansas


  We have audited the accompanying consolidated balance sheets of
  CONX Capital Corporation ("Company") as of December 31, 2004 and
  2003, and the related consolidated statements of income,
  stockholders' equity and cash flows for each of the three years
  in the period ended December 31, 2004.  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 the standards of the
  Public Company Accounting Oversight Board (United States).  Those
  standards require that we plan and perform the audit to obtain
  reasonable assurance about whether the financial statements are
  free of material misstatement.  An audit includes examining, on a
  test basis, evidence supporting the amounts and disclosures in
  the financial statements.  An audit also includes assessing the
  accounting principles used and significant estimates made by
  management, as well as evaluating the overall financial statement
  presentation.  We believe that our audits provide a reasonable
  basis for our opinion.

  In our opinion, the consolidated financial statements referred to
  above present fairly, in all material respects, the financial
  position of CONX Capital Corporation as of December 31, 2004 and
  2003, and the results of its operations and its cash flows for
  each of the three years in the period ended December 31, 2004, in
  conformity with accounting principles generally accepted in the
  United States of America.

                                   /s/ BKD, LLP



  Little Rock, Arkansas
  February 10, 2005

                                   -13-

<PAGE>



                       CONX Capital Corporation
                           Balance Sheets
                     December 31, 2004 and 2003


  Assets
                                               2004           2003
                                           ---------------------------

    Cash                                 $    31,415    $     90,465
    Accounts receivable - other                  445          93,404
    Accounts receivable - affiliated
      companies                              206,235         236,735
    Note receivable - affiliated
      companies                            4,680,747       3,233,815
    Equipment, at cost, net of
    accumulated depreciation               2,197,962       5,193,799
                                           ---------       ---------

                                         $ 7,116,804     $ 8,848,218
                                           =========       =========


  Liabilities and Stockholders' Equity

    Liabilities
      Accrued expenses                   $    11,021     $    37,719
      Income taxes payable                   780,503         296,563
      Long-term debt                       2,199,227       3,690,649
      Deferred income taxes                  538,486       1,253,750
                                           ---------       ---------

         Total liabilities                 3,529,237       5,278,681
                                           ---------       ---------

<PAGE>


    Stockholders' Equity
      Common stock, $.01 par value,
        7,000,000 shares authorized
        and issued                            70,000          70,000
      Retained earnings                    3,595,357       3,517,537
      Treasury stock, at cost
        Common - 2004 - 394,800
          shares, 2003 - 350,000
          shares                             (77,790)        (18,000)
                                           ---------       ---------

            Total stockholders' equity     3,587,567       3,569,537
                                           ---------       ---------

                                         $ 7,116,804     $ 8,848,218
                                           =========       =========

See Notes to Financial Statements

                                   -14-

<PAGE>

                       CONX Capital Corporation
                         Statements of Income
             Years Ended December 31, 2004, 2003 and 2002


                                     2004         2003         2002
                                  --------------------------------------

  Lease Income                  $   912,164   $ 3,024,901   $ 3,663,770

  Gain on Sale of Equipment         956,058       242,189       136,450
                                  ---------     ---------     ---------
                                  1,868,222     3,267,090     3,800,220
                                  ---------     ---------     ---------


  Operating Expenses
    Management fees                 122,000        60,000        60,000
    Depreciation                  1,518,795     2,159,102     2,008,663
    Professional fees                28,800        28,800        33,381
    Director's fees                  20,000        20,000        20,000
    Rent                              6,000         6,000         6,000
    Taxes and licenses               11,987        10,889         1,425
    Interest                        184,537       312,022       260,372
    Other                             4,229           196         1,003
                                  ---------      --------     ---------

                                  1,896,348     2,597,009     2,390,844
                                  ---------     ---------     ---------
<PAGE>


  Operating (Loss) Income           (28,126)      670,081     1,409,376

  Other Income
    Interest income                 141,255       119,828        94,230
                                   --------     ---------     ---------

  Income Before Income Taxes        113,129       789,909     1,503,606

  Provision for Income Taxes         35,309       304,718       277,017
                                   --------     ---------     ---------

  Net Income                     $   77,820    $  485,191   $ 1,226,589
                                   ========      ========     =========

  Earnings Per Share
    Net income                  $    77,820    $  485,191   $ 1,226,589
    Weighted average shares
    of common stock               6,627,539     6,650,000     6,650,000
                                  ---------     ---------     ---------

    Basic earnings per share    $     .0117    $    .0729   $    0.1845
                                  =========     =========     =========

See Notes to Financial Statements

                                   -15-

<PAGE>

                       CONX Capital Corporation
                  Statements of Stockholders' Equity
              Years Ended December 31, 2004, 2003 and 2002


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

  Balance, January 1,
    2002                 $   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

    Net income                   --        485,191           --       485,191
                            --------     ---------      --------    ---------

  Balance, December 31,
    2003                      70,000     3,517,537      (18,000)    3,569,537

  Treasury Stock; 44,800
    shares                       --             --      (59,790)      (59,790)
  Net income                     --         77,820           --        77,820
                             --------    ---------     ---------    ---------

    Balance, December 31,
    2004                   $   70,000  $ 3,595,357   $  (77,790)  $ 3,587,567
                            =========    =========     =========    =========


 See Notes to Financial Statements

                                   -16-


<PAGE>
                       CONX Capital Corporation
                      Statements of Cash Flows
            Years Ended December 31, 2004, 2003 and 2002


                                         2004         2003         2002
                                     --------------------------------------

  Operating Activities
    Net income                     $   77,820     $   485,191   $ 1,226,589
    Items not requiring
      (providing) cash
        Depreciation                 1,518,795       2,159,102     2,008,663
        Deferred income taxes         (715,264)        (67,255)      194,517
        Gain on sale of equipment     (956,058)       (242,189)    (136,450)
    Changes in
        Accounts receivable            123,459           1,548     (243,713)
        Accrued expenses               (26,698)        (10,708)      18,427
        Income taxes payable           483,940         296,563           --
                                     ---------       ---------     --------

          Net cash provided by
            operating activites        505,994       2,622,252    3,068,033
                                     ---------       ---------    ---------

  Investing Activities
    Proceeds from sale of
      equipment                      2,433,100         502,899      973,720
    Purchase of equipment                   --              --   (4,007,368)
    Issuance of notes
      receivable                    (1,446,932)       (888,645)  (1,576,143)
    Collection of note
    receivable principal                    --              --           --
                                     ---------       ---------   -----------

          Net cash provided by
           (used in) investing
           activities                  986,168        (385,746)  (4,609,791)
                                     ---------       ---------    ---------


   Financing Activities
     Purchases of treasury stock       (59,790)            --     4,007,368
     Principal payments on
       long-term debt               (1,491,422)     (2,202,528)  (3,297,949)
                                     ---------       ---------    ---------


          Net cash provided by
            (used in) financing
            activities              (1,551,212)     (2,202,528)     709,419
                                     ---------       ---------    ---------

   Increase (Decrease) in Cash         (59,050)         33,978      (832,339)

   Cash, Beginning of Year              90,465          56,487       888,826
                                     ---------       ---------     ---------

   Cash, End of Year               $   31,415       $   90,465    $   56,487
                                    =========        =========      ========

   Supplemental Cash Flows
     Information

       Interest paid               $  184,537      $   312,022    $  260,372

       Income taxes paid           $  278,363      $    61,316    $   82,500


 See Notes to Financial Statements

                                   -17-

<PAGE>

                       CONX Capital Corporation
                     Notes to Financial Statements
                   December 31, 2004, 2003, and 2002


  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 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, 2004, 2003
      and 2002, 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.  Accounts receivable are generally
     billed monthly and become delinquent 30 days thereafter.


   Equipment

     Equipment is depreciated over the estimated useful life of
     each asset.  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.

                                   -18-


<PAGE>

                       CONX Capital Corporation
                     Notes to Financial Statements
                   December 31, 2004, 2003, and 2002


     At December 31, 2004, the approximate future minimum lease
    income under these operating leases is as follows:

          2005                                      $ 1,185,600
          2006                                        1,026,000
                                                     ----------

                                                    $ 2,211,600
                                                     ==========

   Earnings Per Share

     Earnings per share have been computed based upon the weighted-
     average common shares outstanding during each year.  There
     are no dilutive or potentially dilutive shares.


   Operating Leases

     The Company leases equipment under noncancellable operating
     leases.  These leases expire through 2006 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 $912,164,
     $3,024,901 and $3,663,770 for the years ended December 31,
     2004, 2003 and 2002, respectively.

     Equipment under operating leases consists of the following at
     December 31, 2004 and 2003:

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

          Tractors                          $ 4,439,733     $ 8,461,527
          Trailers                                   --       2,412,661
                                              ---------      ----------
                                              4,439,733      10,874,188
          Less accumulated depreciation       2,241,771       5,680,389
                                              ---------      ----------

                                            $ 2,197,962     $ 5,193,799
                                              =========      ==========


  Note 2:   Long-term Debt

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

         Notes payable - Navistar
           Financial Corporation (A)       $ 1,988,197      $ 3,261,922
         Note payable - GE Capital (B)         211,030          428,727
                                             ---------        ---------

                                           $ 2,199,227      $ 3,690,649
                                             =========        =========

                                   -19-

<PAGE>

                       CONX Capital Corporation
                     Notes to Financial Statements
                   December 31, 2004, 2003, and 2002



     (A)  Due in monthly installments through 2006 with total monthly
          payments of approximately $94,000; including interest at 6.0 %;
          secured by trucks.  Notes are guaranteed by Continental Express
          SD, Inc. (see Note 5)

     (B)  Due December 1, 2005; payable $20,894 monthly, including
          interest at the rate listed for "1-year" Treasury, constant
          maturity under the column indicating an average rate as stated in
          the Federal Reserve Statistical Release plus 3.19%, per annum;
          secured by tractors.  Note is guaranteed by Continental Express
          SD, Inc.  (see Note 5)

      Aggregate annual maturities of long-term debt at
        December 31, 2004:

             2005                                      $ 1,249,341
             2006                                          949,886
                                                        ----------

                                                       $ 2,199,227
                                                        ==========


  NOTE 3:   Income Taxes

      The provision for income taxes includes these components:

                                          2004         2003         2002
                                       ------------------------------------

          Taxes currently payable     $  750,573    $  371,973   $   82,500
          Deferred income taxes         (715,264)      (67,255)     194,517
                                       ---------     ---------     --------

                                      $   35,309    $  304,718   $  277,017
                                       =========      ========     ========


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

                                          2004         2003          2002
                                       -------------------------------------

        Computed at the statutory
          rate (34%)                  $   38,464    $  268,569    $  511,226

      Increase (decrease) resulting
        from State income taxes              --            --       (206,000)
        Other                             (3,155)       36,149       (28,209)
                                        --------      --------      --------

      Actual tax provision            $   35,309    $  304,718    $  277,017
                                        ========      ========      ========


                                   -20-

<PAGE>

                       CONX Capital Corporation
                     Notes to Financial Statements
                   December 31, 2004, 2003, and 2002


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


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

      Deferred tax liabilities
        Accumulated depreciation         $  (538,486)   $  (1,253,750)
                                           ----------     ------------

      Net deferred tax liability         $  (538,486)   $  (1,253,750)
                                           ==========     ============


   Note 4:   Equipment

     Equipment consists of the following at December 31, 2004 and
     2003:

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

       Tractors                           $  4,439,733   $  8,461,527
       Trailers                                     --      2,412,661
                                             ---------      ---------
                                             4,439,733     10,874,188
       Less accumulated depreciation         2,241,771      5,680,389
                                             ---------      ---------

                                          $  2,197,962   $  5,193,799
                                             =========      =========

<PAGE>


  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, owned by a stockholder of the Company.  The Company
      paid Harvey Manufacturing Corporation $122,000 during 2004
      and $60,000 during 2003 and 2002 for management fees.

      At December 31, 2004 and 2003, the Company had a note
      receivable including interest due from Harvey Manufacturing,
      LLC, an affiliated company, owned by a stockholder of the
      company in the amount of $911,940 and $854,197, respectively.

      At December 31, 2003, the Company had a note receivable
      including interest due from Great Western, LLC, an affiliated
      company, owned by a stockholder of the company, in the amount
      of $60,559.  The Company also had accounts receivable from
      Great Western, LLC, of $30,000 at December 31, 2003.

      At December 31, 2004 and 2003, the Company had a note
      receivable including interest due from Continental Express
      SD, Inc. in the amount of $3,768,807 and $2,319,059,
      respectively.  The Company also had accounts receivable from
      Continental Express SD, Inc. of $206,235 and $206,735 at
      December 31, 2004 and 2003, respectively.


                                   -21-


<PAGE>


                       CONX Capital Corporation
                     Notes to Financial Statements
                   December 31, 2004, 2003, and 2002



      Continental Express SD, Inc., Harvey Manufacturing, LLC and
      Great Western, LLC have received a commitment from the
      individual who is the principal stockholder or member of each
      of these entities and the Company.  The commitment indicates
      that, should any of these entities not have sufficient
      resources to repay the amounts due to the Company or the rest
      of these entities, the principal stockholder/member will
      provide that entity with resources to enable it to satisfy
      these obligations in full.  Notes receivable from these
      entities are generally due on demand and bear interest at
      rates of 3.35% to 8.25%.  Interest is computed monthly on the
      average balance outstanding and added to the note principal.


  Note 6:   Disclosures About Fair Value of Financial Instruments

      The following methods were used to estimate the fair value of
      financial instruments.

      The fair values of certain of these instruments were
      calculated by discounting expected cash flows, which method
      involves significant judgments by management and
      uncertainties.  Fair value is the estimated amount at which
      financial assets or liabilities could be exchanged in a
      current transaction between willing parties, other than in a
      forced or liquidation sale.  Because no market exists for
      certain of these financial instruments and because management
      does not intend to sell these financial instruments, the
      Company does not know whether the fair values shown below
      represent values at which the respective financial
      instruments could be sold individually or in the aggregate.


    Long-term Receivables and Payables with Related Parties

      It was not practical to estimate the fair value of long-term
      receivables and payables with related parties.  The terms of
      the amounts reflected in the balance sheets at December 31,
      2004 and 2003 are more fully discussed in Note 5.

   Long-term Debt

      Fair value is estimated based on the borrowing rates
      currently available to the Company for loans with similar
      terms and maturities.  The estimated fair value and carrying
      amount of long-term debt were $2,157,887 and $2,199,227 and
      $3,870,967 and $3,690,649 at December 31, 2004 and 2003,
      respectively.

<PAGE>


   Note 7:   Significant Fourth Quarter Adjustments

      During the fourth quarter of 2004, CONX Capital Corporation
      and Continental Express, Inc. entered into an agreement to
      retroactively reduce lease payments on fleet assets.  This
      resulted from the increase in repairs and maintenance
      Continental Express, Inc. was experiencing as a result of
      CONX Capital Corporation's aging fleet.  This resulted in a
      pre-tax charge to income of $750,000.

      During December of 2004, CONX Capital Corporation sold its
      trailers to an unrelated party, resulting in a gain of
      $956,058.

                                   -22-


<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, 2004 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



                                   -23-


<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, 2004 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




                                   -24-