BISHOP CAPITAL CORP
10QSB, 1999-02-11
REAL ESTATE
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                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 10-QSB

                   Quarterly Report under Section 13 or 15(d)
                     Of the Securities Exchange Act of 1934

For the Quarterly Period Ended                            Commission File Number
      December 31, 1998                                          0-21867


                           BISHOP CAPITAL CORPORATION
        (Exact name of small business issuer as specified in its charter)


             Wyoming                                             84-0901126
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

716 College View Drive, Riverton, Wyoming                            82501
(Address of principal executive offices)                          (Zip Code)

                                 (307) 856-3800
                           (Issuer's telephone number)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 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 ----

The number of shares  outstanding of the issuer's $.01 par value Common Stock as
of February 10, 1999 was 877,355.

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

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 1998
                                   (Unaudited)

                                     ASSETS

Current Assets:
    Cash and equivalents                                            $    18,121
    Restricted cash                                                      89,005
    Marketable securities                                               879,750
    Receivables:
         Gas royalties                                                   20,030
         Interest and other                                              10,983
    Prepaid expenses and other                                            5,503
                                                                    -----------
                 Total current assets                                 1,023,392

Property and Equipment:
    Building                                                            224,644
    Furniture and fixtures                                               66,887
    Vehicles and equipment                                               91,380
                                                                    -----------
                                                                        382,911
    Less accumulated depreciation                                      (163,297)
                                                                    -----------
                 Net property and equipment                             219,614
                                                                    -----------

Other Assets:
    Land under development                                              744,548
    Investment in limited partnership                                   214,513
    Gas royalty interest, net of accumulated
         amortization of $826,967                                       240,083
    Deferred income taxes                                                23,000
    Notes receivable                                                     73,318
                                                                    -----------
                Total other assets                                    1,295,462
                                                                    -----------

Total Assets                                                        $ 2,538,468
                                                                    ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
    Accounts payable and accrued expenses                           $   125,561
    Payable to broker                                                   211,193
    Income taxes payable                                                 33,000
    Deferred income taxes                                                98,000
    Deferred revenue                                                     57,521
    Current maturities of long-term debt                                 17,758
                                                                    -----------
               Total current liabilities                                543,033

Long-term debt, less current maturities                                 122,242

Stockholders' Equity:
    Preferred stock, no par value; 5,000,000
         shares authorized, no shares issued                                --
    Common stock, $.01 par value; 15,000,000
         shares authorized; 878,365 shares issued                         8,784
    Capital in excess of par value                                    2,199,209
    Accumulated deficit                                                (333,975)
    Treasury stock, at cost, 1,010 shares                                  (825)
                                                                    -----------
              Total stockholders' equity                              1,873,193
                                                                    -----------

Total Liabilities and Stockholders' Equity                          $ 2,538,468
                                                                    ===========


       See accompanying notes to these consolidated financial statements.

                                       2
<PAGE>
<TABLE>
<CAPTION>


                             BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                                CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (Unaudited)



                                                    For the Three Months      For the Nine Months
                                                     Ended December 31,        Ended December 31,
                                                   ----------------------    ----------------------
                                                      1998         1997         1998        1997   
                                                      ----         ----         ----        ----   

REVENUES -
<S>                                                <C>          <C>          <C>          <C>      
    Sales of real estate                           $  36,939    $ 154,220    $ 536,505    $ 957,746

COSTS AND EXPENSES:
    Cost of real estate sold                          24,552       78,674      310,805      454,739
    General and administrative                       124,981      134,877      348,673      378,156
    Depreciation and amortization                      6,325        6,766       19,082       19,644
                                                   ---------    ---------    ---------    ---------
                                                     155,858      220,317      678,560      852,539
                                                   ---------    ---------    ---------    ---------

INCOME (LOSS) FROM OPERATIONS                       (118,919)     (66,097)    (142,055)     105,207

OTHER INCOME (EXPENSE):
    Net gas royalties                                 16,158       26,885       57,468       44,884
    Interest income                                    3,686        6,403       13,094       18,740
    Dividend income                                    3,083        2,709        8,566        8,129
    Rental income                                      7,492        5,236       12,712       12,106
    Net gain on sale of marketable securities            930       17,193        8,714       23,712
    Net unrealized gain on marketable securities     151,027        6,200      142,008      103,720
    Equity in limited partnership income (loss)        1,754       12,079        6,399       (8,119)
    Interest expense                                  (5,581)      (2,555)     (13,296)     (10,984)
                                                   ---------    ---------    ---------    ---------

INCOME BEFORE INCOME TAXES                            59,630        8,053       93,610      297,395

PROVISION FOR INCOME TAXES                           (22,000)      (1,000)     (33,000)     (60,500)
                                                   ---------    ---------    ---------    ---------

NET INCOME                                         $  37,630    $   7,053    $  60,610    $ 236,895
                                                   =========    =========    =========    =========

EARNINGS PER  SHARE                                $     .04    $     .01    $     .07    $     .28
                                                   =========    =========    =========    =========

WEIGHTED AVERAGE NUMBER OF
    SHARES OUTSTANDING                               850,840      791,402      842,484      839,621
                                                   =========    =========    =========    =========



                 See accompanying notes to these consolidated financial statements.

                                                 3
</TABLE>

<PAGE>
<TABLE>
<CAPTION>



                      BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                                      (Unaudited)

                                                                   Nine Months Ended
                                                                      December 31, 
                                                                ----------------------- 
                                                                   1998         1997 
                                                                   ----         ---- 
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                             <C>          <C>      
     Net income                                                 $  60,610    $ 236,895
     Adjustments to reconcile net income to net cash
           provided by (used in) operating activities:
                Depreciation and amortization                      29,091       29,652
                Equity in limited partnership (income) loss        (6,399)       8,119
                Net gain on sale of marketable securities          (8,714)     (23,712)
                Net unrealized gain on marketable securities     (142,008)    (103,720)
                Stock bonus compensation                            4,000         --
                Deferred income taxes                              33,000         --
                  Changes in operating assets and liabilities:
                    (Increase) decrease in:
                      Restricted cash                             (34,695)    (100,000)
                      Marketable securities                       (93,234)     (44,614)
                      Gas royalties receivable                     (8,307)      (3,213)
                      Interest and other receivables               41,762        2,532
                      Prepaid expenses and other                    2,410          610
                      Land under development                      (72,477)     (73,696)
                      Notes receivable                            (15,000)        --  
                    Increase (decrease) in:
                      Accounts payable and accrued expenses       (46,815)      54,551
                      Income taxes payable                           --         35,500
                      Payable to broker                            55,910       59,929
                      Deferred revenue                             57,521      110,807
                                                                ---------    ---------
          Net cash provided by (used in) operating activities    (143,345)     189,640

CASH FLOWS FROM INVESTING ACTIVITIES:
      Proceeds from collection of notes receivable                  2,987        1,046
      Purchase of property and equipment                          (16,212)     (52,314)
                                                                ---------    ---------
         Net cash used in investing activities                    (13,225)     (51,268)

CASH FLOWS FROM FINANCING ACTIVITIES:
      Proceeds from borrowings                                    140,000       50,000
      Principal payments on borrowings                               --        (50,000)
      Treasury stock acquired                                        (825)    (100,677)
                                                                ---------    ---------
         Net cash provided by (used in) financing activities      139,175     (100,677)
                                                                ---------    ---------
Net increase (decrease) in cash and equivalents                   (17,395)      37,695

Cash and equivalents, beginning of period                          35,516       46,735
                                                                ---------    ---------

Cash and equivalents, end of period                             $  18,121    $  84,430
                                                                =========    =========

Supplemental Disclosure of Cash Flow Information:
      Cash paid for interest                                    $   8,439    $   9,538
                                                                =========    =========

      Cash paid for income taxes                                $    --      $  25,000
                                                                =========    =========


       See accompanying notes to these consolidated financial statements.


                                       4
</TABLE>

<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


1.   Basis of Presentation

     The consolidated financial statements reflect all adjustments which are, in
     the opinion of management,  necessary for a fair  presentation of financial
     position at December  31,  1998 and results of  operations  for the interim
     periods ended December 31, 1998 and 1997. Such  adjustments are of a normal
     and recurring  nature.  The interim  results  presented are not necessarily
     indicative  of  results  that  can  be  expected  for  a  full  year.   The
     accompanying   consolidated   financial   statements   should  be  read  in
     conjunction  with  the  audited  financial  statements  and  related  notes
     appearing  in the  Company's  March 31, 1998  Annual  Report on Form 10-KSB
     filed with the Securities and Exchange Commission.

     Certain  previously  reported amounts have been  reclassified to conform to
     the current financial statement presentation.

2.   Change in Capital Structure and Spinoff

     Prior to June 20,  1997,  the  Company  was a  wholly-owned  subsidiary  of
     American  Rivers  Oil  Company  (AROC).  In  November  1996,  the  Board of
     Directors of AROC (the  Company's  sole  stockholder  of  4,500,000  common
     shares  outstanding)  agreed  to make a pro rata  distribution  of  885,481
     shares  of  the  Company's  common  stock  to  AROC's  common  stockholders
     (excluding  holders of AROC's  Class B common  stock) of record on November
     18, 1996. The pro rata  distribution  of shares  occurred on June 20, 1997,
     and the remaining  3,614,519  shares of the Company's common stock owned by
     AROC were  canceled.  Accordingly,  all share and per share  amounts in the
     accompanying  financial statements have been retroactively restated to give
     effect to the change in capital structure.

3.   Revenue Recognition

     Sales of real estate  generally  are  accounted  for under the full accrual
     method.  Under that method, gain is not recognized until the collectibility
     of the sales  price is  reasonably  assured  and the  earnings  process  is
     virtually  complete.  When a sale does not meet the requirements for income
     recognition,  gain is deferred until those  requirements  are met. Sales of
     real estate are accounted for under the  percentage-of-  completion  method
     when the Company has material  obligations under sales contracts to provide
     improvements after the property is sold. Under the percentage-of-completion
     method,  the gain on sale is  recognized  as the  related  obligations  are
     fulfilled.


                                       5
<PAGE>


                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)



     The  development of Phase I  (approximately  4.6 acres)  consisting of four
     commercial  pad sites in The Crossings at Palmer Park in Colorado  Springs,
     Colorado was  completed  in the fiscal year ended March 31, 1998.  Three of
     the improved  lots were sold and closed in the prior fiscal year.  The sale
     of the  remaining  improved  lot  occurred  in June 1998.  The  Company was
     required  to furnish a bank  letter of credit for  $111,600  to the City of
     Colorado Springs to provide assurance that the channel lining  improvements
     related to Phase I would be completed.  The improvements were completed and
     the letter of credit was  released  by the City of  Colorado  Springs.  The
     Company  has no  other  outstanding  letters  of  credit  with  the City of
     Colorado Springs.

     The Company  commenced  Phase II  (approximately  6.1 acres) of its 20 acre
     development of The Crossings at Palmer Park. The Phase II development  plan
     consists of four commercial pad sites and the Company sold one of the lots.
     The Company entered into a contract for approximately  $374,000 of Phase II
     site  development  work consisting of grading,  utilities,  channel lining,
     storm  sewer  and  paving.  The  Phase II lot sale  closed in June 1998 and
     $200,000  of the net  proceeds of $268,802  were  escrowed  for the on-site
     development work. The balance of the escrow of $89,005 at December 31, 1998
     is reflected as restricted cash on the balance sheet.

     In  connection   with  the  real  estate   sales,   the  Company  used  the
     percentage-of-completion  method to determine the amount of gross profit to
     be  recognized  for the three and nine months  ended  December 31, 1998 and
     1997 as follows:
<TABLE>
<CAPTION>

                                         Three Months Ended            Nine Months Ended
                                            December 31,                  December 31, 
                                      -------------------------   --------------------------- 
                                          1998          1997          1998           1997 
                                          ----          ----          ----           ---- 

<S>                                   <C>           <C>           <C>            <C>        
Sales of real estate                  $    20,000   $      --     $   594,026    $ 1,068,553
Revenue previously deferred                16,939       154,220          --             --
Deferred revenue                             --            --         (57,521)      (110,807)
                                      -----------   -----------   -----------    -----------
                                           36,939       154,220       536,505        957,746
Cost of real estate sold                   24,552        78,674       310,805        454,739
                                      -----------   -----------   -----------    -----------
Gross profit on sale of real estate   $    12,387   $    75,546   $   225,700    $   503,007
                                      ===========   ===========   ===========    ===========

</TABLE>


     The  deferred  revenue  of  $57,521  is  reflected  as a  liability  in the
     Company's  balance sheet at December 31, 1998 and will be recognized as the
     related site development work obligations are completed.

                                       6
<PAGE>

                   BISHOP CAPITAL CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (Unaudited)


4.   Long-term Debt

     In December 1998, the Company entered into a $250,000 line of credit with a
     bank which bears interest at 8.25% and is  collateralized  by the Company's
     office  building.  The line of  credit  matures  in  December  2003 and the
     Company is  obligated  to make  monthly  payments of $2,427  commencing  in
     January 1999 with the remaining  principal plus interest due upon maturity.
     At December 31, 1998,  the Company had  outstanding  borrowings of $140,000
     under the line of credit.

5.   Gas Royalty Income

     Gas royalty  income is net of  amortization  of $3,336 for the three months
     ended  December  31, 1998 and 1997 and  $10,008  for the nine months  ended
     December 31, 1998 and 1997.

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

6.   Income Taxes

     The  provision  for income taxes is based on  management's  estimate of the
     effective tax rate expected to be  applicable  for the fiscal year,  net of
     the  utilization  of net operating  loss  carryforward  which is subject to
     limitations  under IRS Section  382. The tax rate may be revised at the end
     of each  successive  interim  period  during  the  fiscal  year to  reflect
     management's current estimate of the annual effective tax rate.

                                       7
<PAGE>


                      MANAGEMENT'S DISCUSSION AND ANALYSIS
                OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



The following  discussion and analysis  should be read in  conjunction  with the
Company's unaudited  consolidated  financial  statements and notes thereto.  The
interim  results of operations are not  necessarily  indicative of results to be
expected in future periods.

Forward-Looking Statements

The Company believes that this report contains  forward-looking  statements,  as
defined in the  Private  Securities  Litigation  Reform Act of 1995,  including,
without limitation,  statements containing the words "believes,"  "anticipates,"
"estimates,"  "expects,"  "may," and words of similar  import,  or statements of
management's opinion. Such forward-looking  statements involve known and unknown
risks,  uncertainties  and other  factors  which may cause the  actual  results,
performance or achievements  of the Company to be materially  different from any
future  results,  performance  or  achievements  expressed  or  implied  by such
forward-looking statements.

Results of Operations

The Company's results of operations are dependent  primarily on the sale of real
estate  which is  affected  by  national  and  local  economic  and  competitive
conditions,   including  interest  rates,   construction   costs,   governmental
regulations and  legislation,  availability  of financing and other factors.  In
addition,  the Company  competes with other owners and  developers  with greater
resources and experience.

                  Three Months Ended December 31, 1998 and 1997

The  Company's  net income for the three  months  ended  December  31,  1998 was
$37,600 compared to net income of $7,100 for the comparable  period in 1997. The
1998 increase in net income is primarily attributable to the net unrealized gain
on marketable securities of $151,000 compared to $6,200 in 1997.

For the three months ended December 31, 1998, the Company  realized gross profit
on real estate sold of $12,400  which  resulted  from the sale of one lot in its
Wyoming residential subdivision and recognition of additional gain from the sale
of a Phase II lot in its Colorado Springs,  Colorado  commercial  development as
the related site  development  work  obligations  were  completed  (see Note 3).
During the comparable  period in 1997, the Company realized gross profit on real
estate sold of $75,500 which resulted from the  recognition  of additional  gain
from  the  sale of  three  Phase I lots as the  related  site  development  work
obligations were completed.

General and administrative  expenses decreased $9,900 or 7% for the three months
ended December 31, 1998 compared to the same period in 1997 and is  attributable
to a general reduction in operational costs and expenses.

                                       8
<PAGE>



Net gas royalty income decreased  $10,700 or 40% in the current quarter compared
to the  corresponding  quarter in 1997.  Natural  gas  production  for the three
months  ended  December  31, 1998 was 16,036 mcf  compared to 14,795 mcf for the
comparable  period in 1997. The average sales price of natural gas decreased 35%
($1.49 per mcf compared to $2.29 per mcf).  Severance  taxes and gas  processing
costs remained comparable between the interim periods.

Interest and dividend income  decreased $2,300 or 26% for the three months ended
December  31,  1998  compared  to the same  period  in 1997 due  primarily  to a
decrease in cash balances available for investment purposes.

The net  unrealized  gain on  marketable  securities  of $151,000  for the three
months ended December 31, 1998 represents the net change from September 30, 1998
in the market value of the trading securities portfolio.

Equity  in  limited  partnership  income of $1,800  for the three  months  ended
December 31, 1998  represents the Company's  share of the net rental income from
the ground lease. In October 1997, all  improvements  related to the partnership
operations were sold to an unrelated  third-party and the purchaser entered into
a 25 year ground lease on the real property. The equity in partnership income of
$12,100 for the three  months  ended  December  31, 1997  resulted  from the net
rental income from the ground lease and other miscellaneous income.

Interest  expense  increased $3,000 for the three months ended December 31, 1998
compared to the comparable quarter in 1997 due to bank borrowings under the line
of credit discussed in Note 4.

                  Nine Months Ended December 31, 1998 and 1997

The Company's net income for the nine months ended December 31, 1998 was $60,600
compared to $236,900  for the  comparable  period in 1997.  The  decrease in net
income for the nine months ended December 31, 1998 compared to 1997 is primarily
attributable  to a lower  volume of sales of real  estate.  During  the  current
period,  the Company realized gross profit on real estate sold of $225,700 which
resulted from the sale of one lot in Phase I of its Colorado  Springs,  Colorado
commercial  development which was completed in the prior fiscal year and one lot
in Phase II currently under  development (see Note 3). In addition,  the Company
sold one lot in its  Wyoming  residential  subdivision.  During  the  comparable
period  in 1997,  the  Company  realized  gross  profit on real  estate  sold of
$503,000  which resulted from three lot sales in Phase I and one lot sale in its
Wyoming residential subdivision.

General and administrative  expenses decreased $29,500 or 8% for the nine months
ended December 31, 1998 compared to the same period in 1997. The decrease is due
to non-recurring  expenses  associated with the June 1997 spin-off from American
Rivers Oil Company.

                                       9
<PAGE>



Net gas royalties  increased  $12,600 or 28% in the current nine months compared
to the  corresponding  nine months in 1997.  Natural gas production for the nine
months  ended  December  31, 1998 was 46,582 mcf  compared to 38,950 mcf for the
comparable  period in 1997.  The average sales price of natural gas decreased 6%
($1.68 per mcf compared to $1.79 per mcf).  Severance  taxes and gas  processing
costs  decreased  $5,100 or 31% for the nine  months  ended  December  31,  1998
compared to the same period in 1997.

Interest and dividend income  decreased  $5,200 or 19% for the nine months ended
December  31,  1998  compared  to the same  period  in 1997 due  primarily  to a
decrease in cash balances available for investment purposes.

Net  unrealized  gain on  marketable  securities of $142,000 for the nine months
ended  December  31, 1998  represents  the net change from March 31, 1998 in the
market value of the trading securities portfolio.

Equity  in  limited  partnership  income  of $6,400  for the nine  months  ended
December 31, 1998 represents the Company's share of the net rental income from a
ground  lease.  In October 1997,  all  improvements  related to the  partnership
operations were sold to an unrelated  third-party and the purchaser entered into
a 25 year ground lease on the real property.  The equity in partnership  loss of
$8,100 for the nine  months  ended  December  31,  1997  resulted  from  certain
expenses being incurred  without any offsetting  revenue from  operations due to
the  purchaser  of  the  improvements  assuming  management  of  the  day-to-day
operations in July 1997.

Interest expense  increased $2,300 or 21% for the nine months ended December 31,
1998 compared to the comparable  period in 1997 due to bank borrowings under the
line of credit discussed in Note 4.

Financial Condition

At December 31, 1998, the Company had working capital of $480,400.

The following  summary table reflects  comparative cash flows for the Company as
follows:

                                                Nine Months Ended
                                                   December 31,      
                                             -----------------------      
                                                1998         1997  
                                                ----         ----  
           Net cash provided by (used in):
                Operating activities         $(143,300)   $ 189,600
                Investing activities           (13,200)     (51,300)
                Financing activities           139,200     (100,700)

Net cash used in  operating  activities  of $143,300  for the nine months  ended
December 31, 1998 resulted from a lower volume of real estate sales  compared to


                                       10
<PAGE>


1997.  Net cash provided by operating  activities of $189,600 for the comparable
period in 1997 resulted primarily from real estate sales.

Net cash used in investing activities of $13,200 and $51,300 for the nine months
ended  December 31, 1998 and 1997,  respectively,  resulted  primarily  from the
purchase of property and equipment.

Net cash provided by financing  activities of $139,200 for the nine months ended
December  31, 1998  resulted  from bank  borrowings  of  $140,000  offset by the
acquisition  of 1,010  shares  of  treasury  stock  for  $825.  Net cash used in
financing  activities  of $100,700 for the nine months  ended  December 31, 1997
resulted from the Company acquiring 94,116 shares of treasury stock. The Company
also had bank  borrowings of $50,000 and repayment of bank borrowings of $50,000
for the 1997 period.

The Company's material  commitments for capital  expenditures in the next twelve
months will be in conjunction with the Phase III development of The Crossings at
Palmer  Park and a proposed  350 unit  apartment  complex in  Colorado  Springs,
Colorado.

The Company will have to complete additional drainage channel  improvements when
a Phase III plat is submitted to the City of Colorado Springs for approval.  The
Company will also incur on-site development costs for utilities, storm sewer and
paving.  The estimated costs of $250,000 for these  improvements  will be funded
from the proceeds of any Phase III lot sales.

In October 1998, the Company entered into a limited  partnership  agreement with
an unrelated  third party to develop and construct a 350 unit apartment  complex
(the  "Project").   The  Project  is  subject  to  the  successful  rezoning  of
approximately  18 acres of  undeveloped  real  property  owned by the Company in
Colorado Springs, Colorado and favorable Project financing. The rezoning process
is expected to be completed by April 1999. The estimated cost for the Project is
$20,000,000 of which $18,000,000 is anticipated to be financed by a non-recourse
loan from the U. S.  Department  of Housing and Urban  Development  or any other
third party lender. The Company,  upon successful rezoning,  will contribute the
land valued at $1,600,000  for an 80% limited  partner  interest.  The unrelated
third party will  contribute  $400,000 of services for the remaining 20% limited
partner interest and will also be the general partner. In addition,  the limited
partners may be required to loan the partnership up to $100,000 each. Subsequent
to December  31,  1998,  the Company and the other  limited  partner each loaned
$10,000 to the partnership for costs associated with the rezoning process.

The Company  believes  that  existing  working  capital,  together  with current
sources  of  available  financing,  will be  sufficient  to fund  the  Company's
operations during the next twelve months.

                                       11
<PAGE>



Year 2000 Issue

The Year 2000 issue is the result of computer  programs  using two digits rather
than  four  to  define  the  applicable  year.   Computer   programs  that  have
date-sensitive  software may recognize a date using "00" as the year 1900 rather
than the year 2000.  This could  result in system  failures  or  miscalculations
leading to disruptions in a company's operations.

The  Company  is  continuing  the  review of its  computer  system to assess the
potential costs and scope of the Year 2000 issue. The Company utilizes a minimal
number of computer  programs  (primarily  accounts  payable,  general ledger and
payroll) in its operations.  The Company is utilizing both internal and external
resources to replace its current software for Year 2000 compliant software.  The
Company's goal is to complete all relevant  internal  software  remediation  and
testing by September 30, 1999.  The total cost to the Company of these Year 2000
issue  activities  has not been and is not  anticipated  to be  material  to its
financial  position  or results of  operations.  Any  hardware  and/or  software
purchased will be capitalized  in accordance  with normal policy.  Personnel and
all other costs related to the project are being expensed as incurred.

The Company has initiated communications with external entities to determine the
status of their own Year 2000 issues that may affect the  Company's  operations.
There can be no guarantee  that the systems of these  external  entities will be
timely  converted  and  would  not  have  an  adverse  effect  on the  Company's
operations.

The Company is  developing a  contingency  plan for the various Year 2000 issues
and will  continue to revise the plan based on testing  results and  third-party
communications.


                                       12
<PAGE>

                                     PART II

                                OTHER INFORMATION



Item 1.    Legal Proceedings

           None

Item 2.    Changes in Securities

           None

Item 3.    Default Upon Senior Securities

           None

Item 4.    Submission of Matters to a Vote of Security Holders

           None

Item 5.    Other Information

           None

Item 6.    Exhibits and Reports on Form 8-K

           a. Exhibits

              27   Financial Data Schedule (submitted only in electronic format)

           b. Reports on Form 8-K

              None


                                       13
<PAGE>

                                   SIGNATURES



In accordance with the  requirements of the Exchange Act, the Registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                              BISHOP CAPITAL CORPORATION
                                              (Registrant)



Date:   February 10, 1999                      By:  /s/ Robert E. Thrailkill
                                                  ------------------------------
                                                  Robert E. Thrailkill
                                                  President
                                                  (Principal Executive Officer)


Date:   February 10, 1999                      By:  /s/ John A. Alsko
                                                  ------------------------------
                                                  John A. Alsko
                                                  Treasurer and Chief Financial
                                                     Officer
                                                  (Principal Financial Officer)


                                       14


<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                                            <C>
<PERIOD-TYPE>                                 9-MOS
<FISCAL-YEAR-END>                          MAR-31-1999
<PERIOD-END>                               DEC-31-1998
<CASH>                                          18,121
<SECURITIES>                                   879,750
<RECEIVABLES>                                   31,013
<ALLOWANCES>                                         0
<INVENTORY>                                          0
<CURRENT-ASSETS>                             1,023,392
<PP&E>                                         382,911
<DEPRECIATION>                                 163,297
<TOTAL-ASSETS>                               2,538,468
<CURRENT-LIABILITIES>                          543,033
<BONDS>                                              0
                                0
                                          0
<COMMON>                                         8,784
<OTHER-SE>                                   1,864,409
<TOTAL-LIABILITY-AND-EQUITY>                 2,538,468
<SALES>                                        536,505
<TOTAL-REVENUES>                               536,505
<CGS>                                          310,805
<TOTAL-COSTS>                                  678,560
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              13,296
<INCOME-PRETAX>                                 93,610
<INCOME-TAX>                                    33,000
<INCOME-CONTINUING>                             60,610
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                    60,610
<EPS-PRIMARY>                                      .07
<EPS-DILUTED>                                      .07
        

</TABLE>


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