United States
                       Securities and Exchange Commission
                             Washington, D. C. 20549

                                   FORM 10-KSB
 (Mark  One)

[x]  Annual  report  pursuant  to section 13 or 15(d) of the Securities Exchange
Act  of  1934  for  the  fiscal  year  ended  December  31,  1999.

[ ]   Transition  report  pursuant  to  section  13  or 15(d) of the  Securities
Exchange  Act  of  1934  for  the  transition  period  from  _______________  to
_______________.

Commission  file  number:  0-24344


                             Citizens Capital Corp.
           (Name of Small Business Issuer as specified in its charter)

            Texas                                              75-2368452
   (State or other jurisdiction                               (IRS Employer
  of incorporation organization)                            Identification No.)

   8214 Westchester, Suite 500, Dallas, Texas 75225* Mailing Address:
                     P. O. Box 670406, Dallas, Texas 75367
                    (Address of principal executive offices)

         Issuer's telephone number, including area code: (972) 960-2643

        Securities to be registered pursuant to Section 12(b) of the Act:

                                      None
        Securities to be registered pursuant to Section 12(g) of the Act:

                          Class A; no par; common stock

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

Check  if  disclosure of delinquent filers in response to Item 405 of Regulation
S-B  is  not contained in this form, and no disclosure will be contained, to the
best  of  registrant's  knowledge, in definitive proxy or information statements
incorporated  by  reference  in Part III of this Form 10-KSB or any amendment to
Form  10-KSB.   [  ]

The  issuers  revenues  for  the fiscal year ended December 31, 1999 were $0.00.

The aggregate market value of the voting common equity held by non-affiliates of
the  registrant  on  March 1, 2000, based on the closing bid price of the common
stock  on  the  NASD  Over-the-Counter  Bulletin  Board on that date was $2,960.

Indicated  below  is  the  number  of  shares  outstanding  of each class of the
issuer's  common  stock as of March 1, 2000:  40,500,000 shares of common stock,
no  par  value.

                       DOCUMENTS INCORPORATED BY REFERENCE
None  of  the following documents are hereby incorporated by reference into Part
I,  Part  II  or  Part  III of Form 10-KSB herein: (1) annual report to security
holders;  (2)  proxy  or  information  statement;  or  (3)  any prospectus filed
pursuant  to  Rule  424(b)  or  (c  ) of the Securities Act of 1933 ("Securities
Act").

Transitional  Small  Business  Disclosure  Format:
                         Yes    [  ]           No   [x]


                                        1
<PAGE>
<TABLE>
<CAPTION>
                             CITIZENS CAPITAL CORP.

                   INDEX TO THE DECEMBER 31, 1999 FORM 10-KSB



                                                                                    Page No.
                                                                                    --------
<S>        <C>                                                                           <C>

                                      PART I

Item. 1    Description of Business                                                        3

Item 2.    Description of Property                                                       10

Item 3.    Legal Proceedings                                                             10

Item 4.    Submission of Matters to a Vote of Security Holders                           11

                                     PART II

Item 5.    Market for Registrant's Common Equity and Related Shareholder Matters         11

Item 6.    Management's Discussion and Analysis                                          12

Item 7.    Financial Statements                                                          13

Item 8.   Changes in and Disagreements with Accountants on Accounting and                22

                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance       22

Item 10. Executive Compensation                                                          24

Item 11. Security Ownership of Certain Beneficial Owners and Management                  25

Item 12. Certain Relationships and Related Transactions                                  27

Item 13. Exhibits, List and Reports on Form 8-K                                          28
</TABLE>


                                        2
<PAGE>
                                     PART I

Item  1.  Business

                                     General

Citizens  Capital  Corp. (the "Company" ) is a development stage holding company
which  seeks  to  acquire and/or develop those operating entities, assets and/or
marketing  rights which may provide the Company with an entrance into new market
segments  or  serve  as a complimentary addition to existing operations, assets,
products  or  services.

Through  its  three  97%  owned  subsidiaries:  Landrush  Realty  Corporation
("Landrush");  Media Force Sports & Entertainment Inc. ("Media Force"); and SCOR
Brands Inc. ("SCOR"), the Company's plans contemplate operating in the following
three  segments:  1) home equity loan marketing; commercial and residential real
estate  investment  and  development; 2) publishing and 3) the design, marketing
and  distribution of branded athletic shoes and apparel respectively. Operations
since inception have primarily included expenditures related to the organization
of the Company's proposed business ventures and the prototype development of its
branded  products  and  services.  Unless  otherwise  noted,  references  to the
Company  relate  to  Citizens Capital Corp. and its subsidiaries Landrush; Media
Force  and  SCOR,  collectively.

The  Company  was incorporated under the laws of the State of Texas on March 12,
1991  as Let Us, IncThe Company's articles of incorporation were amended in the
State  of  Texas on March 30, 1992 changing the issuer's corporate name from Let
Us,  Inc.  to  Citizens  Capital  Corp

For  the  purpose  of  entering  into  the  home equity loan market segment; the
Company  organized a subsidiary, Landrush Realty Corporation on August 15, 1995.
Also on August 15, 1995, the Company sold the trademarks and exclusive marketing
rights  to  two  of  its  residential  home equity brands, The Texas Home Equity
ReFund(R)  and  The  Cash-Out Mortgage ReFinancer(R) to Landrush in exchange for
19,000,000  shares  of Landrush common stock.  On June 13,1997, the Company sold
the  trademark  and  exclusive  marketing  rights  to its third residential home
equity  brand:  The  Home  Equity Cashier(R) to Landrush in exchange for 333,334
shares  of  Landrush  common  stock.

For  the  purpose  of  entering into the print media market segment, the Company
organized  a  subsidiary,  Media  Force  Sports & Entertainment Inc. on June 13,
1997.  Also  on  June  13,  1997, the Company sold the trademark, publishing and
exclusive  marketing  rights  to  its  Black Financial~News print publication to
Media  Force  in  exchange  for  19,333,334  shares of Media Force common stock.

For  the  purpose of entering into the athletic shoe and apparel market segment,
the  Company  organized  a  subsidiary,  SCOR  Brands Inc. on June 13, 1997.  On
November 20, 1997, the Company sold the trademark and exclusive marketing rights
to  its  SCOR(R)  brand  athletic  shoe and apparel logo to SCOR in exchange for
19,333,334  shares  of  SCOR  common  stock.

     Product  and  Research  Development

The  Company funds research and development activities as required to accomplish
its  product  research  and  development  goals.

During  its  1999 fiscal year, the Company did  not undertake any material level
of  expenditures  for  product  research  or  development.

During  its  1999  fiscal  year, the Company's Landrush subsidiary furthered its
research  related  to  its  contemplated  residential and commercial real estate
development  ventures.  Landrush  has  completed  development of its Home Equity
Cashier(R)  and  Cash-Out  Mortgage(R)  branded  home  equity mortgage products.
During  fiscal  year 2000,  Landrush intends to initiate marketing campaigns for
both  the  Equity  Cashier(R)  and  Cash-Out  Mortgage(R)  branded  products.

During  its  1999  fiscal  year,  the  Company's  Media Force subsidiary did not
undertake  any  material  level  of  product  development cost.  Media Force has
completed  the  development  of its Black~Financial News(R) publication.  During
fiscal  year  2000,  Media  Force  intends  to  initiate a marketing campaign in
conjunction  with  the  initial  publishing  of  its  Black~Financial  News(R)
publication.


                                        3
<PAGE>
During its 1999 fiscal year, the Company's SCOR subsidiary did not undertake any
material  level  of  product  development  cost.  SCOR has completed the initial
development  of  its  SCOR(R) brand line of basketball, golf, running and casual
shoes.   During the second quarter of fiscal year 2000, SCOR intends to complete
the  production  of product samples for its initial basketball, golf and running
lines  intended  for  market  introduction  during  fiscal  year  2000.

     Acquisition  of  Plant  and  Equipment

During  fiscal  year  1999,  neither  the  Company  nor  any of its subsidiaries
acquired  any  plant  or  equipment.

     Change  in  Numbers  of  Employees

During fiscal year 1999, there was no change in the number of employees employed
by the Company or any of its subsidiaries.  During fiscal year 2000, the Company
and  its  subsidiaries  anticipates  that  it  may have a material change in the
number  of  employees  that  are  required  to  manage and support the planning,
administrative,  finance  and  accounting,  marketing,  sales and the day to day
operational  aspects  of:  1) its current development stage operations or 2) any
operating  entity  which  may  be  merged  with the Company or its subsidiaries.

Financial  Information  About  Industry  Segments

The  Company  is  a  development  stage  company and to date has had no material
revenues  nor  assets.  The  Company  intends  to  operate in the three industry
segments  identified  under  "Business"  above.

Narrative  Description  of  Business

     Principal  Products  Produced  and  Services  Rendered

The Company, through its Landrush; Media Force; and SCOR subsidiaries intends to
offer  products  and/or services in each of the following three market segments:

1) home equity loan marketing; commercial and residential real estate investment
and  development.
2)  news  publishing.
3)  the  design,  marketing  and  distribution  of  branded  athletic  shoes.

The  principal  products  intended  to  be offered by Landrush are: The Cash-Out
Mortgage ReFinancer(R) and The Home Equity Cashier(R) home equity loan products.
Landrush  owns  the  registered  trademarks  and has the exclusive marketing and
distribution  rights  to  each  of  the  products.

The  principal consumer  for each of the two products are residential homeowners
whose  home  market  value exceeds the remaining mortgage balance on their home.
The  difference between a home's market value and the mortgage loan balance owed
on the home represents the homeowner's equity in their property.  By obtaining a
new  mortgage  at  a value which approximates a percentage of the home's current
market  value,  a  homeowner  may  utilize the cash proceeds from a newly issued
mortgage  to  pay  off  their existing mortgage loan balance.  The residual cash
balance  remaining  after the homeowner pays off of their existing mortgage loan
balance  represents  the homeowner's home equity. This residual cash balance may
be  utilized  by  the  homeowner  for  any personal or business purpose desired.

Each  of  Landrush's  two  branded  home  equity  loan products are targeted for
primary  distribution through both mortgage and residential real estate brokers.
For  the  fiscal years ended December 31, 1998 and December 31, 1999, Landrush's
home  equity products had not been commercially marketed or distributed into the
their  respective  market  segments  and  did  not  generate  revenue.

Landrush  also  may acquire existing residential, commercial, industrial, retail
and hotel properties to lease and/or operate.  Landrush may seek the purchase of
raw  land  to  facilitate  the  development  of  mixed  use  projects to include
residential,  commercial,  industrial,  retail  and hotel sites.  For the fiscal
years ended December 31, 1997; December 31, 1998 and December 31, 1999, Landrush
had  not acquired nor developed any residential or commercial real estate assets
and  did  not  contribute  to  the  Company's  consolidated  revenue.


                                        4
<PAGE>
The  principal product planned for publishing and distribution by Media Force is
the Black Financial~News(R) publication.  The Black Financial~News(R) is planned
to  be  a  national weekly news publication whose topics provide an intersection
where  people,  production, commerce and investment have an opportunity to meet.

The  principal  market  for Media Force's Black Financial~News(R) publication is
the  African American community and those merchandisers who would like to target
and  promote  the sell of their products and/or services to the African American
consumer  market.

Media  Force intends to market its Black Financial~News(R) publication by direct
subscription,  through news stands, newspaper/magazine distributors, and through
various  retail  chain  establishments, churches and church based organizations.
For  the  fiscal  years  ended  December  31,  1998 and December 31, 1999, Media
Force's  Black  Financial~News  publication  had  not  initiated  publishing and
thereby  did  not  generate  any  advertising  receipts  or  generate  revenue.

The  principal  products  intended  for production by SCOR are the SCOR(R) brand
line  of  basketball, golf, running and casual shoes.  The SCOR(R) brand line of
shoes  are  primarily  intended for both the urban and suburban teenage markets.

SCOR intends to initially utilize internet and mail order catalogs to market its
SCOR(R)  brand line of shoes directly to consumers.  SCOR also intends to market
its  SCOR(R)  brand line of products through local, regional and national retail
sporting goods and footwear stores.  For the fiscal year ended December 31, 1998
and December 31, 1999, SCOR products had not yet been introduced or commercially
marketed  and  distributed  and  contributed  $438  and  $0  respectively to the
Company's  consolidated  revenue.  The  $438  contributed by SCOR for the fiscal
year  ended  December  31,  1998  represented 100% of the Company's consolidated
revenue  during  said  fiscal  year.

     Description  of  the  Status  of  Products  or  Services

As  of  December  31,  1999,  the  development  of  product prototypes have been
completed  for  each  of  the  Company's  three  subsidiaries.

Development  of  Landrush's  Cash-Out  Mortgage  ReFinancer(R)  and  Home Equity
Cashier(R)  branded  home  equity  mortgage  loan  products have been completed.
Landrush has the exclusive marketing rights for each of the two branded products
and  plans  initial  market  introduction during the second and third quarter of
fiscal  year  2000.

Development  of  Media  Force's  Black  Financial~News(R)  publication  has been
completed.  Media  Force  has  the  exclusive  marketing  rights  for  the Black
Financial~News(R)  publication and  plans initial market introduction during the
second  and  third  quarter  of  fiscal  year  2000.

Development  of  SCOR's  SCOR(R) brand basketball, golf, running and casual shoe
lines  have  been  completed.  SCOR , has the exclusive marketing rights for the
SCOR(R)  brand products and  plans initial market introduction during the second
and  third  quarter  of  fiscal  year  2000.

Neither  the  Company  nor  any  of  its  subsidiaries  have  made  any  public
announcement  concerning  the  initial  market  introduction  of its products or
services.  However,  during the second, third and fourth quarters of fiscal year
2000,  the  Company  does  anticipate  making  said  public  announcement as the
Company's  subsidiaries  move its products and services into the consumer market
place

     Sources  and  Availability  of  Raw  Materials

The  intended  operations  of the Company's subsidiaries shall be dependent upon
sources  and/or  the  availability  of  raw  materials  for  the  initiation and
completion  of  its  contemplated  business  ventures.

Landrush's  purposed  residential and commercial development ventures are highly
dependent  upon  sources  and  the  availability of raw materials.  Landrush may
source  and  use  such  raw materials as: steel beams, wood, bricks, cement, and
plastic.  Landrush's  general  building  contractors may make direct use of said
raw materials during the course of any proposed, contracted building assignment.
All  material  sources of raw materials which may be needed by Landrush to carry
out  its  contemplated  residential  and  commercial  development  ventures  are
generally  available  in  sufficient  supply.


                                        5
<PAGE>
Media  Force's  Black  Financial~News(R)  publication  shall be dependent upon a
ready  source  of  paper  and  ink for print production.  Media Force intends to
initially  utilize  the  printing  services of third party commercial printer to
carry  out  the  initial  printing  of  its Black Financial~News(R) publication.
Sources of paper and ink are generally available through a number of third party
commercial  printers  which  are  available  to  Media  Force.

SCOR's  branded shoe lines shall be dependent upon a ready source of natural and
synthetic rubber, vinyl and plastic compounds, foam cushioning materials, nylon,
canvas,  and  leather.  SCOR's  proposed apparel products are dependent upon the
use of natural and synthetic fabrics, treads and specialized performance fabrics
designed  to  repel  rain,  retain heat, or efficiently transport body moisture.
SCOR's  shoe  lines  shall  be  produced  by third party, contract manufacturers
located in Mexico, South Korea, China, Canada and/or the United States. Contract
manufacturers  typically  buy  raw  materials in bulk, as needed for production.
Raw  materials  necessary  to  produce  SCOR's  branded  footwear  is  generally
available  in  or  is delivered to the countries where the manufacturing process
takes  place.  The  contract  manufacturers  who have been identified to produce
SCOR's  branded  shoe  lines  have  not  experienced  any  material  level  of
difficulties  in  satisfying  raw  material  requirements  used  for production.

     Patents,  Trademarks,  Licenses,  Franchises  and  Concessions

The  Company  utilizes trade and/or service marks on a substantial number of the
products and/or services proposed for offering by its Landrush; Media Force; and
SCOR  subsidiaries.  The Company believes that having distinctive marks that are
unique  and  readily  identifiable  is  a  very important factor in creating and
maintaining  a  market for its products and services, in identifying the Company
and  its  subsidiaries  and in distinguishing its products and services from the
other  products  and  services offered in the market place.  The Company and its
subsidiaries  consider  its  trade  and  service  brands  to be amongst its most
valuable  assets.

The  Cash-Out Mortgage ReFinancer(R) and The Home Equity Cashier(R); brand marks
are  registered  trademarks of the Company and/or its subsidiaries.  The Company
and  its subsidiaries have the exclusive right to use and market said trademarks
in  the  market  place.  The  registrations in effect for each of the trademarks
expires  in  the  year  2008.

The  Black Financial~News(R) brand mark is a registered trademark of the Company
and/or  its  subsidiaries.  As  such,  the Company and its subsidiaries have the
exclusive  right  to  use  and  market said trademarks in the market place.  The
registrations  in  effect  for  the  trademark  expires  in  the  year  2008.

The  SCOR(R)  brand  mark  is  a  registered trademark of the Company and/or its
subsidiaries.  As  such,  the  Company  and  its subsidiaries have the exclusive
right  to  use and market said trademarks in the market place. The registrations
in  effect  for  the  trademark  expires  in  the  year  2008.

     Seasonal  Nature  of  Business

Demand  for  the  products  and  services  contemplated  by  the Company and its
subsidiaries are influenced by seasonal changes, as well as, changes in consumer
attitudes  and  demand.  The  Company  and  its  subsidiaries  may  experience
fluctuations in sales volume during a given year as a result of seasonal changes
or  changes  in  consumer  attitudes.*  The Company believes that the mix of its
proposed product for sale may vary considerably from time to time as a result of
changes  in  seasonal,  gender  and  geographic  demand.

The  Company  believe that the relative popularity of various sports and fitness
activities,  as well as, changing design trends may affect the demand for SCOR's
planned  shoes  products.  As such, SCOR believes that it must respond to trends
and  shifts  in  consumer  preferences  by adjusting the mix of its contemplated
product  offerings,  develop  new  styles  and categories and influence consumer
buying preferences through aggressive marketing and the utilization of efficient
production  and  inventory  techniques.

The  Company  believes  that  changes  or  fluctuations  in  interest  rates may
adversely  impact Landrush's proposed home equity products as these products are
tied  directly  to the cost of money, as related to the rate of interest charged
to  obtain  a  mortgage  loan.  The  Company  also believes that fluctuations in
interest  rates  may  impact  Landrush's  ability  to place home equity mortgage
financing  necessary  to  funded  loans.


                                        6
<PAGE>
     Inventory  Requirements

The  footwear industry that the Company's SCOR subsidiary proposes to operate in
is  generally  characterized  by  specialized shoe companies, apparel companies,
sports  equipment  companies  and  large  companies  having diversified lines of
products primarily serving the retail store market segment.  Those companies who
have  a large retail store customer base generally offer ordering programs which
allow their retailers to order product five to six months in advance of delivery
with  the  guarantee  that  a certain percentage of the orders will be delivered
within  a  preset time and at a fixed price.  These companies generally maintain
strategically located distribution facilities in order to warehouse new products
prior  to  delivery  to  their  retail  customers.  In  order  to  better manage
inventory  and  working capital, several of the larger companies in the athletic
footwear  and  apparel  industry  maintain company operated retail outlets which
primarily  carry  b-grade  and  close  out  merchandise.

To  maintain  the  lowest  possible level of inventory and thereby better manage
working  capital requirement, SCOR may market its proposed SCOR(R) brand line of
athletic  shoes and apparel directly to customers utilizing mail order catalogs.
Sales  generated  by  mail order catalog are generally pre-paid by the customer.
Prepaid  sales  generally allow a company to have a higher level of control over
inventory  and  correspondingly  reduces  working  capital  requirements.

SCOR  may  also  pre-determine  the initial styles, colors and categories of the
products  it  will  offer for a given sport.  Once the styles and categories are
determined, SCOR may warehouse and maintain a minimum 120 day inventory of those
products,  style  and  color categories which are known to take up to 90 days to
design,  produce  and  ship.

SCOR may warehouse and maintain a minimum 30 day inventory of those contemplated
apparel items which are known to take up to 14 days to design, produce and ship.
Said  product  and style categories shall require pre-payment and may be shipped
directly  when  ordered.  All  contemplated  products to be produced may require
that  SCOR  make  working capital investments in the production of said products
prior  to  delivery.  Payment  for  recreational customer direct purchases shall
generally  be  due  and  payable  to  SCOR  at  the time that a given product is
ordered.  SCOR  may  make  thirty  (30)  day  credit  terms available to certain
institutional  customers  who  are  credit  worthy  and  may  provide all of its
customers  with  credits  and/or refunds for merchandise returned due to product
defect.

     Dependence  of  Segment  on  a  Single  Customer

For  its fiscal year ended December 31, 1999, neither the Company nor any of its
subsidiaries  were  dependent  upon a single customer or a few customers for the
generation  of  product  sales.

     Sales  Order  Backlog

For  its fiscal year ended December 31, 1999, neither the Company nor any of its
subsidiaries  currently  have any firm or unfirm sales order backlog.  Moreover,
neither  the  Company  nor any of its subsidiaries have any firm or unfirm sales
order  backlog  for  the  fiscal  years  ended  December  31,  1998  and  1999
respectively.

     Renegotiation;  Termination  of  Business  or  Contracts

During  its  fiscal  year  ended  December 31, 1999, no portion of the Company's
contemplated  business nor the contemplated business of any of its subsidiaries,
were subject to any form of renegotiation preceding nor were they subject to the
renegotiation  or  termination  of  any  major  or minor government contracts or
contracts  otherwise.

     Competition

The  Company's Landrush subsidiary, Home Equity Cashier(R) and Cash-Out Mortgage
ReFinancer(R)  branded  home  equity loan products, contemplate operating in the
home  equity  loan  market.  The  home  equity  loan market is a competitive and
widely  disbursed  market  segment  which  generally  consist of either large or
boutique financial institutions who provide wholesale mortgage loan underwriting
services  through  a  network  of  regional and/or national retail mortgage loan
originators.  These  mortgage loan originators may be affiliated representatives
of  the  funding  mortgage  underwriter or they be independent mortgage brokers.
The  industry  is  characterized  by  keen  interest  rate  competition.  The
underwriting  institutions  who have access to the capital markets are generally
able  to  secure  funds  at  a more favorable overall cost.  These cost factors,
manifested  in  the  form  of  loan interest rates, are then passed to borrowers
through  the  underwriter's  network of regional and/or national retail mortgage
loan  originators.

Countrywide  Home  loans;  Norwest Mortgage, North American, Fannie Mae; Freddie
Mac,  Cityscape Financial Corporation, Conseco and Washington Mutual are amongst
the  industry's  leading  market  participants.


                                        7
<PAGE>
Landrush  believes  that  it  may  face competitive risk in its attempts to gain
market  share from its more established competitors.  However, Landrush believes
that through the utilization of various alternative methods of product creation;
marketing, distribution and gaining access to the capital markets it may achieve
a  higher  initial  level  of  market  results  then  would otherwise be likely.

The  Company's  Media Force subsidiary, Black Financial~News(R) branded product,
contemplates operating in the specialty news media market segment. The specialty
news  media  market  segments  is  characterized by many niche market publishers
offering  their  publications to local, regional and/or national audiences.  The
publications  content  attempts  to  appeal  to  the interests and/or needs of a
specific  target  market  audience.  The publication then provides merchandisers
with  a  captive  readership  audience  in which the merchandiser's products and
services  may  be  advertised,  and  sold.

Media  Force  anticipates  that  it will be in competition on a local level with
various  non-financial,  niche  market  publishers  whose target audience is the
African American community. The USA Today; Wall Street Journal; Black Enterprise
Magazine  publications  are  amongst  the leading national specialty news market
participants  who  Media  Force  shall be in competition with on various levels.

The  Company  believes  that Media Force may face tremendous competitive risk in
its  attempts  to  gain  market  share  from  its  more established competitors.
However,  Media  Force  believes  that  through  the  utilization  of  various
alternative  methods  of  marketing  and  distribution,  it may achieve a higher
initial  level  of  operational  results  then  would  otherwise  be  likely.

The  Company's  SCOR  subsidiary,  SCOR(R)  brand  line  of  shoes, contemplates
operating  in  the athletic footwear and apparel industry. The athletic footwear
and  apparel  industry  is  keenly  competitive  in  the  United States and on a
worldwide  basis  in  the  areas  of  new  product  development,  price, product
identity,  marketing,  distribution,  and  customer  service  support.  SCOR
anticipates  that  it  will  compete  with  an  increasing number of specialized
athletic  shoe  and  apparel  companies.  The  intense competition and the rapid
changes  in  technology,  as well as, consumer preferences for existing athletic
footwear  and  apparel  brands may constitute significant risk factors for SCOR.

Nike,  Reebok,  Adidas,  Converse,  Puma and Fila are amongst the leading market
participants in the footwear and apparel industry.  Given the proprietary nature
existing  production,  marketing  and  distribution  processes,  SCOR  may  face
tremendous  competitive  risk in its attempts to gain market share from its more
established competitors.  However, SCOR believes that through the utilization of
various  alternative  methods of product production, marketing and distribution,
it  may achieve a higher initial level of market results then would otherwise be
attainable.

     Research  &  Development  Expenditures

The  Company  had  no research and development expenditures for its fiscal years
ended  December  31, 1998 and 1999 respectively.  However, most of the Company's
expenditures  ($18,203  and  $17,516  in  1999 and 1998 respectively) related to
business  development  matters.  The  Company  and its Landrush, Media Force and
SCOR  subsidiaries  have  completed  the initial development of its products and
services.  As  such,  the  Company  did  not  incur  any  product  research  and
development  cost  for  fiscal  year  1999.

The  Company  believes  that  research  and  development  and  other  business
development  efforts  of the Company and its subsidiaries are key factors in its
future  success.  As  such,  the Company may increase the amount of manpower and
financial  resources  which are allocated to research and development as related
to  the  various products and services contemplated to be offered by the Company
and  its  subsidiaries.

     Compliance  with  Federal,  State,  and  Local  Provisions

For the Company's fiscal year end December 31, 1998 and 1999 respectively, there
were  no  material  or  immaterial  items  or  issues of federal, state or local
compliance  as  related to the developmental operations of the Company or of any
of  its  subsidiaries.

During  the  Company's  2000 fiscal year, the Company does not anticipate making
any material or immaterial capital expenditures on items or issues necessary for
federal, state or local compliance as related to the developmental operations of
the  Company  or  of  any  of  its  subsidiaries.


                                        8
<PAGE>
     Number  of  Employees

The  Company currently employs one active employee.  Until the Company initiates
and  expands  the  contemplated operations of its three  subsidiary units and/or
consummates  future  acquisition  transactions  as  they  become  available, the
Company's Chief Executive Officer, Billy D. Hawkins has served and will continue
to  serve  as  the  managing  director of the Company and its subsidiaries.  Mr.
Hawkins is currently in charge of the day to day operations of the Company.  Mr.
Hawkins  has  not  and  does  not  currently  receive any salary compensation in
exchange  for  his  services  on  behalf  of  the  Company and its shareholders.

During  fiscal  year  2000,  both  the  Company and its subsidiaries anticipates
adding  additional  staff  as  its  contemplated  ventures  are  marketed  and
distributed  into  the  marketplace.

Financial  Information  about  Foreign  and Domestic Operations and Export Sales

The  Company  is  a  development  stage company.  The following table sets forth
domestic and foreign revenue; operating profit or loss; identifiable assets; and
export  sales  attributable to the Company's last two fiscal years.  The initial
launch  and  availability  of  the Company's products and/or services into their
respective  market  segments  is  intended for implementation during the second;
third  and  fourth  quarter  of  the  Company's  2000 fiscal year.  As such, the
Company's  financial  performance  set  forth  in  the table hereof for domestic
and/or  foreign  operations may not be indicative of future performance results.


                                                         Year
                                                    1998     1999

Sales  to  unaffiliated  customers:
   United States                                      438     0
   Foreign                                              0     0

Sales  or  transfers  between  geographic  areas:
   United States                                      438     0
   Foreign                                              0     0

Operating  Profit  or  Loss:
   United States:                                 -17,353  -18,203
   Foreign                                              0

Identifiable  assets:
   United States                                    1,685    3,601
   Foreign                                              0     0

Export Sales:                                           0     0

  Item  2.  Description  of  Property

The Company maintains executive offices located at: 8214 Westchester Lane, Suite
500,  Dallas,  Texas  75225.  In  preparation for its anticipated growth and the
corresponding  need  for  expanded office accommodations , the Company maintains
said  executive  offices  on  a  monthly  rental  basis.

The  operations  of each of the Company's three subsidiaries are currently being
operated out of the Company executive offices located at: 8214 Westchester Lane,
Suite  500,  Dallas,  Texas  75225.

As  growth and expansion require, the Company and each of its three subsidiaries
may  relocate  to  larger  executive facilities during the Company's 2000 fiscal
year.


                                        9
<PAGE>
Item  3.  Legal  Proceedings

For  the  December  31,  1998  and  1999 fiscal years respectively,  neither the
Company  nor  any of its subsidiaries are involved in, nor party to; any current
legal  proceedings  nor  any  pending  litigation brought by any federal, state,
local  court  or  regulatory  agency.


                                        10
<PAGE>
Item  4.  Submissions  of  Matters  to  a  Vote  of  Security  Holders

The  annual meeting of Citizens Capital Corp. shareholders was held on March 25,
1999.

The  following  persons were nominated and re-elected in their entirety to serve
as  directors  of  the  Citizens  Capital  Corp.:

Billy  D.  Hawkins
Dwight  Washington
Hubert  H.  Hawkins
Enos  Harris

At the annual meeting of Citizens Capital Corp. shareholders, the sole matter in
which  shareholders  voted  on  was the election of  board directors.  The total
common  shares  eligible  to  vote  were  40,500,000.

                Board Nominees
                --------------
                                    Votes For          40,378,350
              Billy  D.  Hawkins
              Dwight Washington     Votes Against          0
              Hubert  H.  Hawkins
              Enos Harris           Votes Withheld         0

                                    Vote Abstentions    121,650

                                    Broker Non-Votes       0


                                     PART II

Item  5.  Market  for Registrant's Common Equity and Related Stockholder Matters

The  Company's  common  stock  has  been  listed  for  trading  on  the  NASD
Over-the-Counter  Bulletin  Board  under the symbol CAAP since December 1, 2000.
The  Over-the-Counter  Bulletin  Board is an inter-dealer quotation system whose
price  quotes do not reflect any retail mark-up, mark-down or commission and may
not  represent  actual  transactions.

                                           Stock
                                       ------------
                                       High     Low
                                       ----     ---
1999
----
       First  Quarter
       Second  Quarter
       Third  Quarter
       Fourth Quarter                   .03     .02
2000
----
       First Quarter                    .03     .02


As of March 1, 2000, there were approximately 50 record holders of the Company's
common  stock.

The  Company has not paid any dividends on its common stock since its inception.
Periodically, the Company will consider the payment of dividends in light of the
Company's earnings, capital requirements, financial condition and other factors,
but  there  is no assurance that the Company will decide to pay dividends in the
future.

The  Company  is not currently subject to any restrictions which would limit its
ability  to  pay  dividends  on  its  common  equity,  providing that sufficient
earnings  to  pay  said  dividends,  were  available.


                                       11
<PAGE>
Item  6.  Management's  Discussion  and  Analysis

The following discussion of the financial condition and results of operations of
the  Company  for  its  fiscal  year  ended  December 31, 1999 should be read in
conjunction with the Financial Statements and the related Notes thereto included
under Item 7,  "Financial Statements" located in this document. Operations since
inception  have  primarily  included expenditures related to the organization of
the  Company's  proposed  business  ventures,  research  and the development its
prototype  branded  products  and  services.

     Liquidity  And  Capital  Resources

Since  its  inception,  the  Company  has financed its operations primarily from
contributions from its principal stockholder and private placements with related
parties.  For  the periods ending December 31, 1998 and 1999, contributions from
its principal stockholder totaled $15,563 and $17,319 respectively.  The Company
had  $2,221  in  cash  as  of  December  31,  1999.

The  Company's  operating  activities  generated  a  net  loss of  ($17,353) and
($18,203)  for  the  fiscal years ended December 31, 1998 and 1999 respectively.
Losses  generated  during these periods were due to administrative and operating
expenses  exceeding  revenue  for  the  reported  periods.

As  a  development  stage  company, the Company's products and services have not
been  marketed  and introduced into the market place and thus have not generated
sufficient  revenues  streams  to  offset  administrative and operating expenses
through  the  Company's  fiscal year ended December 31, 1999. During fiscal year
1999,  the  Company  completed  development on its current products and services
contemplated  to  be  offered.  During  fiscal  year  2000, the Company plans to
market  and  introduce its current branded products and services into the market
place.

For  the  fiscal year ended December 31, 1998 and 1999 respectively, the Company
used  ($0)  and  ($0)  net  cash  respectively  for  investing activities.  As a
development  stage  company,  the Company has not generated sufficient cash from
operations  to initiate any investing activities. All of the Company's available
cash  since  inception  has  generally  been  utilized to pay administrative and
operating  expense  as  incurred.

For  the  fiscal  year ended December 31, 1998 and 1999, the Company generated a
net  increase in cash of $1,015 and ($0) respectively from financing activities.
As  a  development  stage  company,  the  Company  does  not  currently have any
significant  cash  reserves  nor  has it established any lines of credit or long
term  borrowings  as  of  December  31,  1999.

At  December 31, 1999, the Company's level of cash reserves and  working capital
was  not sufficient to allow the Company to introduce its developed products and
services into the market place.  During the second, third and fourth quarters of
fiscal  year  2000,  the  Company  intends to pursue lines of credit; short term
and/or  long  term borrowings necessary to fund its working capital requirements
and  introduction of its branded products and services in to the consumer market
place.

As  of  the  fiscal  year  ended December 31, 1999, the Company did not have any
material  commitments  for  capital expenditures.   During fiscal year 2000, the
Company  anticipates  making  capital  expenditures  necessary  to  pursue  and
consummate  the  acquisition of various operating entities as deemed suitable by
the  Company.  The  Company  anticipates  that  the  capital  necessary  for its
acquisition  initiatives  shall  be  derived from short or long term borrowings.

     Result  of  Operations

The  Company  is a development stage company whose branded products and services
have not been significantly introduced, advertised, promoted or established into
the  market  place  as of the Company's fiscal year ended December 31, 1999.  As
such,  the  Company  has  yet  to  generate  any  revenue  streams.  As  such,
administrative  and  operating  expenses have outpaced revenues resulting in net
losses  of ($17,353) and ($18,203) for the Company's fiscal years ended December
31,  1998  and  1999  respectively.

It is the Company's opinion that at the event in which its products and services
are  materially  introduced,  advertised, and distributed into the market place,
there  shall  be  an increase in the Company's revenue and profitability.  It is
the  Company's objective to initiate a corporate mergers and acquisition program
which  will  allow  the  company  to  "buy  in  revenue".


                                       12
<PAGE>
Item  7.  Financial  Statements  and  Supplementary  Data

          Index to Consolidated Financial Statements:

                                                Page No.
                                                --------

Independent Auditor's Report                       14

Financial Statements                               15

Consolidated Balance Sheets                        15

Consolidated Statements of Operations              16

Consolidated Statement of Stockholder's Equity     17

Consolidated Statements of Cash Flows              18

Notes to Consolidated Financial Statements         19


                                       13
<PAGE>
                              CITIZENS CAPITAL CORP.
                          (a development stage company)



                         INDEPENDENT  AUDITOR'S  REPORT

Board  of  Directors
Citizens  Capital  Corp.
Dallas,  Texas


We  have audited the accompanying consolidated balance sheet of Citizens Capital
Corp.  (a  development  stage  company) as of December 31, 1999, and the related
consolidated statements of operations, changes in stockholders' equity (deficit)
and  cash  flows  for  the years ended December 31, 1999 and 1998 and the period
from inception (March 12, 1991) to December 31, 1999. These financial statements
are  the  responsibility  of the Company's management.  Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  generally  accepted  auditing
standards.  Those  standards  require  that  we  plan  and perform the audits to
obtain  reasonable  assurance about whether the financial statements are free of
material  misstatement.  An  audit  includes  examining on a test basis evidence
supporting  the  amounts  and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant estimates
made  by  management  as  well  as  evaluating  the  overall financial statement
presentation.  We  believe  that  our  audits provide a reasonable basis for our
opinion.

In  our  opinion,  the financial statements referred to above present fairly, in
all  material  respects,  the financial position of Citizens Capital Corp. as of
December  31, 1999, and the results of its operations and its cash flows for the
years  ended December 31, 1999 and 1998 and the period from inception (March 12,
1991)  to  December  31,  1999  in conformity with generally accepted accounting
principles.


Hein  +  Associates  LLP
Certified  Public  Accountants


Dallas,  Texas
February  14,  2000


                                       14
<PAGE>
                              CITIZENS CAPITAL CORP.
                          (a development stage company)

                           CONSOLIDATED  BALANCE  SHEET

                                December  31,  1999

                                       ASSETS
                                       ------
<TABLE>
<CAPTION>
<S>                                                                 <C>
CURRENT ASSETS:

  Cash                                                                $      2,221
  Prepaid expenses                                                           1,000
                                                                     =============
       Total current assets                                                  3,221

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $3,500               60

INTANGIBLE ASSETS, net                                                         320

       Total assets                                                   $      3,601
                                                                     =============

                       LIABILITIES AND STOCKHOLDERS' DEFICIT
                       =====================================

CURRENT LIABILITIES:
  Accounts payable                                                    $          -
  Credit card cash advances                                                  3,800
       Total current liabilities                                             3,800
                                                                     =============

STOCKHOLDERS' DEFICIT:
  Preferred stock, $1.00 stated value, 5,000,000 shares authorized;
    1,000,000 shares issued and outstanding                              1,000,000

  Common stock, no par value, 100,000,000 shares authorized;
    40,500,000 shares issued and outstanding ($.01 stated value)           405,000
  Additional paid-in capital                                            48,805,285
  Note receivable from ESOP                                            (50,100,000)
  Deficit accumulated during the development stage                        (110,484)
                                                                     =============
       Total stockholders' deficit                                            (199)

       Total liabilities and stockholders' deficit                    $      3,601
                                                                     =============
</TABLE>


                                       15
<PAGE>
<TABLE>
<CAPTION>
                              CITIZENS CAPITAL CORP.
                          (a development stage company)

                    CONSOLIDATED  STATEMENTS  OF  OPERATIONS

                                                                               Period from
                                                                               Inception
                                                                             (March 12, 1991)
                                               Year Ended December 31,              to
                                              -------------------------      -----------------
<S>                                     <C>                        <C>       <C>
                                                    1999           1998      December 31, 1999
                                        ================  =================  ================

SALES                                   $       -           $          438    $           438

COST OF SALES                                   -                      275                275
                                        ================  =================
GENERAL AND ADMINISTRATIVE EXPENSES              18,203              17,516            10,647
                                        ================  =================  ================
NET LOSS                                $       (18,203)  $         (17,353)  $      (110,484)
                                        ================  =================  ================

NET LOSS PER SHARE (basic and diluted)  $              *  $               *
                                        ================  =================
</TABLE>

*    Less  than  $.01  per  share


                                       16
<PAGE>
                                            CITIZENS CAPITAL CORP.
                                        (a development stage company)

<TABLE>
<CAPTION>

                           CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                                                                        Additional   Note
                                                                         Paid-in     Receivable   Accumulated
                                                                         Capital     From ESOP    Deficit       Totals
                                                                        --------     ---------   ----------    --------
                            Preferred Stock         Common Stock
                          ------------------     ----------------
                        Shares      Amount      Shares      Amount
                       ---------  ----------  ----------  -----------
<S>                    <C>        <C>         <C>         <C>          <C>           <C>            <C>         <C>
Common stock
 issued founder
upon incorporation             -  $        -         300  $         3  $        (3)  $          -   $       -   $      -
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Common stock
issued founder
December 24,1993               -           -  22,499,700      224,997     (224,997)             -           -          -
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Preferred stock
 issued November 1,
 1994                  1,000,000   1,000,000           -            -     (988,000)             -           -    12,000
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Contributions by
stockholder at
various dates prior
to 1997                        -           -           -            -       56,096              -           -     56,096
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Cumulative net
loss through
December 31,
1996                           -           -           -            -             -             -     (65,271)   (65,271)
---------------------  =========  ==========  ==========  ===========  ============  =============  ==========  =========

BALANCES,
December 31,
1996                   1,000,000   1,000,000  22,500,000      225,000   (1,156,904)             -     (65,271)     2,825
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Common stock issued
for brand and service
marks
November 14, 1997              -           -   3,000,000       30,000      (30,000)             -           -          -
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Contributions
 by stockholder
during 1997                    -           -           -            -        9,307              -           -      9,307
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Net loss for the year          -           -           -            -            -              -      (9,657)    (9,657)
---------------------  =========  ==========  ==========  ===========  ============  =============  ==========  =========

BALANCES,
December 31, 1997      1,000,000   1,000,000  25,500,000      255,000   (1,177,597)             -     (74,928)     2,475
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Common stock
issued to ESOP,
 May 8,   1998                 -           -  15,000,000      150,000   49,950,000    (50,100,000)          -          -
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Contributions by
 stockholder during
1998                           -           -           -            -        15,563             -           -     15,563
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Net loss for the year          -           -           -            -            -              -     (17,353)   (17,353)
---------------------  =========  ==========  ==========  ===========  ============  =============  ==========  =========

BALANCES,
December 31, 1998      1,000,000   1,000,000  40,500,000      405,000   48,787,966    (50,100,000)    (92,281)       685
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Contributions by
stockholder during
1999                           -           -           -            -       17,319              -           -     17,319
---------------------  ---------  ----------  ----------  -----------  ------------  -------------  ----------  ---------

Net loss for the year          -           -           -            -            -              -     (18,203)   (18,203)
---------------------  =========  ==========  ==========  ===========  ============  =============  ==========  =========

BALANCES,
December 31, 1999      1,000,000  $1,000,000  40,500,000  $   405,000  $48,805,285   $(50,100,000)  $(110,484)  $   (199)
---------------------  =========  ==========  ==========  ===========  ============  =============  ==========  =========
</TABLE>


                                       17
<PAGE>
                                                   CITIZENS CAPITAL CORP.
                                               (a development stage company)

<TABLE>
<CAPTION>

                                        CONSOLIDATED  STATEMENTS  OF  CASH  FLOWS


                                                                                                    Period  from
                                                                                                     Inception
                                                              Year Ended December 31,              (March 12, 1991) to
                                                            1999                     1998           December 31, 1999
                                                  =========================  =====================  ===================
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                               <C>                        <C>                    <C>
Net loss                                          $                (18,203)  $            (17,353)  $         (110,484)
                                                  =========================  =====================  ===================
Adjustments to reconcile net loss to cash
used by operating activities:

Expenses paid by stockholder                                        17,319                 15,563               93,460
Depreciation and amortization                                          290                    790                3,580
Increase in prepaid expenses                                        (1,000)                     -               (1,000)
Increase (decrease) in accounts payable                             (1,000)                 1,000                    -
Increase in credit card cash advances                                3,800                      -                3,800
                                                  =========================  =====================  ===================
Net cash (provided) used by operating activities                     1,206                      -              (10,644)

CASH FLOWS FROM
 INVESTING ACTIVITIES:

Purchase of office equipment                                             -                      -               (3,560)
Payment for intangible assets                                            -                      -                 (400)
                                                  =========================  =====================  ===================
Net cash used by investing activities                                    -                      -               (3,960)

CASH FLOWS FROM FINANCING ACTIVITIES -
    Sale of stock and contribution by stockholder                        -                  1,015               16,285
                                                  =========================  =====================  ===================

NET INCREASE IN CASH                                                 1,206                  1,015                2,221

CASH, beginning of period                                            1,015                      -                    -

CASH, end of period                               $                  2,221   $              1,015   $            2,221
                                                  =========================  =====================  ===================
</TABLE>

         See accompanying notes to consolidated financial statements.


                                       18
<PAGE>
                         CITIZENS CAPITAL CORP.
                    (a development stage company)

1.   GENERAL  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     ------------------------------------------------------------

Company  Background
-------------------
Citizens  Capital  Corp.  (the "Company") is a development stage holding company
with plans to acquire and/or develop operating entities, assets and/or marketing
rights which provide the Company with an initial entry into new markets or serve
as  complementary  additions  to  existing  operations,  assets and/or products.

Currently,  the  Company's  plans  contemplate  operating in the following three
market  segments:  1)  residential  mortgage  loan  marketing,  commercial  and
residential  real  estate  investment and development;  2) news print publishing
and  3)  the  design,  marketing  and distribution of branded athletic shoes and
apparel,  through  its three 97% owned subsidiaries: Landrush Realty Corporation
("Landrush"); Media Force Sports & Entertainment, Inc. ("Media Force"); and SCOR
Brands,  Inc.  ("SCOR").  Operations  since  inception  have  primarily included
expenditures related to development of the Company's proposed business ventures.

During  1999,  the  Company  registered  with  the  United States Securities and
Exchange Commission, 39,500,000 shares of its Class A common stock for secondary
market  trading.  The  39,500,000  common  shares  include the 15,000,000 common
shares  currently  held  by  the  Company's  ESOP  (see  Note  4).

Principles  of  Consolidation
-----------------------------
The  consolidated  financial  statements include the accounts of the Company and
its  subsidiaries.  All  significant intercompany accounts and transactions have
been  eliminated  in  consolidation.

Property  and  Equipment
------------------------
Property  and  equipment  is  carried  at  cost  less  accumulated depreciation.
Significant  improvements and additions are capitalized.  Maintenance and repair
costs  are  expensed as incurred.  Depreciation is computed on the straight line
method  over  the  useful  lives  of  the assets, which range from five to seven
years.  When  property  and  equipment are retired or otherwise disposed of, the
related  cost and accumulated depreciation are eliminated and any profit or loss
on  disposition  is  reflected  in  income.

Intangible  Assets
------------------
The  Company,  through  its  interest  in  Landrush Realty Corporation, owns the
registered  trademark,  distribution and exclusive marketing rights to The Texas
Home  Equity  ReFund(R), The Cash-Out Mortgage ReFinancer(R) and The Home Equity
Cashier(R)  home  equity  product  marks.

The  Company,  through  its  interest in Media Force Sports & Entertainment Inc,
owns  the  registered  trademark, distribution and exclusive marketing rights to
the  Black  Financial-News(R)  publication.

The  Company,  through  its  interest  in  SCOR Brands Inc., owns the registered
trademark, distribution and exclusive marketing rights to the SCOR(R) brand line
of  athletic  shoes  and  apparel.

The  Company  accounts  for  the  value  of  the  trademarked  products  and the
corresponding  exclusive  marketing  and  distribution  rights  based  on  the
registration  costs, which totaled $400. This intangible asset is amortized on a
straight  line  basis  over  ten  years.

Loss  Per  Share
----------------
Loss  per  share  is  calculated  in  accordance  with  Statement  of  Financial
Accounting  Standards  No. 128 ("SFAS 128"), "Earnings Per Share".  Basic income
(loss)  per  share  is computed based upon the weighted average number of common
shares  outstanding  during  the  period.  Diluted income (loss) per share takes
common  equivalent shares into consideration.  However, common equivalent shares
are  not  considered  if their effect is antidilutive.  Common stock equivalents
consist of outstanding stock options and warrants.  Common stock equivalents are
assumed to be exercised with the related proceeds used to repurchase outstanding
shares  except  when the effect would be antidilutive.  Common equivalent shares
of  the  Company  were  antidilutive  in  all  periods  presented.


                                       19
<PAGE>
                         CITIZENS CAPITAL CORP.
                    (a development stage company)

The  weighted  average  number  of shares outstanding used in the loss per share
computation  was 40,500,000 and 35,212,500 for the years ended December 31, 1999
and  1998,  respectively.

Income  Taxes
-------------
The Company accounts for income taxes under the liability method, which requires
recognition  of  deferred tax assets and liabilities for the expected future tax
consequences  of  events  that have been included in the financial statements or
tax  returns.  Under  this  method,  deferred  tax  assets  and  liabilities are
determined  based  on  the  difference  between the financial statements and tax
bases  of  assets and liabilities using enacted tax rates in effect for the year
in  which the differences are expected to reverse.  The Company had deferred tax
assets  of  approximately  $16,000  and  $13,000  at December 31, 1999 and 1998,
respectively,  resulting  from  a  net operating loss carryforward (NOL) for tax
which  were  fully  reserved.  The  Company  had  no  material  deferred  tax
liabilities.  The  Company's NOL at December 31, 1999 was approximately $110,000
and  it  expires  through  the  year  2019.

Statement  of  Cash  Flows
--------------------------
For  purposes  of the statements of cash flows, the Company considers all highly
liquid  debt  instruments purchased with an original maturity of three months or
less  to  be  cash  equivalents.

Use  of  Estimates
------------------

The preparation of the Company's consolidated financial statements in conformity
with  generally accepted accounting principles requires the Company's management
to  make  estimates  and  assumptions  that affect the amounts reported in these
financial  statements  and accompanying notes.  Actual results could differ from
those  estimates.

2.     PLAN  OF  OPERATION  FOR  THE2000  FISCAL  YEAR
       -----------------------------------------------

The  Company's  plan of operation for the 2000 fiscal year is to: (1) market and
distribute  the  products  and/or  services developed by its three subsidiaries:
Landrush,  Media Force and SCOR and (2) continue to evaluate and pursue suitable
mergers  and/or  acquisitions of existing operating entities. The Company's cash
requirements  have been funded to date by its principal stockholder. The Company
anticipates approximately $400,000 of cash will be needed to fully implement the
start-up phase of its plans and cover working capital requirements over the next
year.  The  Company  intends to attempt to borrow these funds from affiliates of
the  Company  and  third  party lenders.  Should the Company be unable to borrow
these  funds,  it  will be unable to implement its business plan.  Regardless of
whether  any  funding is received, the Company's major stockholder has committed
to provide funding required to allow the Company to continue as a going concern.

3.     CREDIT  CARD  CASH  ADVANCES
       ----------------------------

The  Company  has a cash advance outstanding at December 31, 1999.  This advance
bears  interest  at  18.4%  per  annum.

4.     EMPLOYEE  STOCK  OWNERSHIP  PLAN  AND  NOTE  RECEIVABLE
       -------------------------------------------------------

The  Company has an Employees Stock Ownership Plan ("ESOP" or the "Plan"), which
covers  all  employees  with at least a year of consecutive service that are not
covered  by  a  collective  bargaining  agreement.  The  Plan  provides  for  an
allocation  of Company stock to each participant's account of the greater of 15%
or  the maximum percentage allowable of participants' eligible compensation.  No
shares  have  been  allocated  as  of  December  31,  1999  as there has been no
compensation  to  employees.

On  May  11, 1998 the Company sold 15,000,000 shares of its Class A common stock
directly  to  the  ESOP  at  $3.34 per share in exchange for a five year, 14.5%,
$50,100,000  promissory  note.  The  promissory  note was issued together with a
security  agreement  fully  collateralized by 15,000,000 shares of the Company's
common  stock  held  by  the  ESOP.  The promissory note has a "liquidating call
provision"  which  may  be  invoked  by  the  Company  or  the


                                       20
<PAGE>
                         CITIZENS CAPITAL CORP.
                    (a development stage company)

noteholder.  The  liquidating call provision gives the Company or the noteholder
the  "demand  right" to request that up to 15,000,000 shares of Citizens Capital
Corp.  common stock, held by the ESOP, be liquidated to pay down the outstanding
principal amount of the note and any accrued principal and interest thereof, any
time  the common shares are selling in the public or private capital marketplace
at  or above $5.00 per share.  The initial face value of the promissory note has
been  recorded  in  the stockholders' equity section of the accompanying balance
sheet.

5.     STOCKHOLDERS'  EQUITY
       ---------------------

Preferred  Stock
----------------
On November 1, 1994, the Company issued 1,000,000 shares of its Class A, 7 1/4%,
$1.00  cumulative  preferred  stock.  Each  share  of preferred stock includes a
warrant which entitles the holder to purchase one share of common stock at $0.01
per  share.

The  holders  of  the  preferred  stock  are  entitled to receive out of legally
available  funds  of  the  Company,  dividends  at an annual rate of $0.0725 per
share,  payable  quarterly  in arrears, on a cumulative basis.  Dividends on the
preferred  stock have not been declared or paid and have not been accrued in the
accompanying  financial statements because the Company has no surplus from which
dividends  can  legally  be paid. Cumulative dividends in arrears as of December
31,  1999  are  $386,664.

The  preferred  stock was initially scheduled to be repaid on December 31, 1999.
However,  as permitted by the terms of the preferred stock, in excess of 66-2/3%
of  the  holders  of  the  preferred  stock  elected  to eliminate any repayment
requirement.  The  Company  may,  at its election, redeem the preferred stock in
whole, but not in part, at a 7-1/4% premium, so long as the cumulative dividends
have  been  declared  and  paid.

The  Company  has  authorized,  but unissued 4,000,000 shares of preferred stock
which  may  be  issued  in  such  series  and  preferences  as determined by the
Company's  board  of  directors.

Common  Stock
-------------
At  December  31, 1996, the Company had 22,500,000 Class A, no par, $0.01 stated
value  shares  issued  and  outstanding.

On  November  14,  1997,  the  Company issued 3,000,000 additional shares of its
Class  A,  no  par,  $0.01  stated  value  common  stock, to three institutional
investors  in  exchange  for  the  full  conveyance  of  production,  marketing,
distribution  and  trade  rights  to  certain  brand  and  service  marks.

On  May  3,  1998, the Company voted to split its shares of Class A common stock
then  outstanding  on  a 3 for 1 basis.  The aggregate number of Class A, no par
value  common  shares  outstanding  after  the  split  were  25,500,000.  All
information  in  the accompanying financial statements and notes is presented as
if  the  split  occurred  at  the  date  of  incorporation.

On  May  8,  1998,  the Company sold 15,000,000 shares of Class A, no par, $0.01
stated  value common stock directly to its ESOP at $3.34 per share (see Note 4).

Stock  Options
--------------
Effective  December  1,  1998,  the  Company  adopted a stock option plan, which
provides  for  a  maximum  of 2,000,000 shares to be issued under the plan.  The
Company granted options to four directors on December 1, 1998 to acquire a total
of  400,000  shares  of common stock. The exercise price is $1.50 per share. The
options  may be exercised based on the following schedule: 25% vest immediately,
25%  vest  after  two years, 25% vest after three years, and 25% vest after four
years.  No  options had been exercised as of December 31, 1999.  The Company has
estimated  the  fair value of the options to be immaterial at December 31, 1999.


                                       21
<PAGE>

Item  8.  Changes  in  and  Disagreements  with  Accountants.

The  Board  of  Directors  selected  Hein  +  Associates  LLP as its independent
accountant for the audit of its financial statements for the fiscal years ending
December  31,  1999;  and 1998 and the period from inception (March 12, 1991) to
December  31,  1999.  Prior  to selecting the independent accounting services of
Hein  +  Associates  LLP,  the  Company  did  not  have  a  previous independent
accountant.  The  Company  has  not  had  any  disagreements  with  its  current
independent  accountant  on  any  matters  regarding  accounting  principles  or
practices,  financial  statement  disclosure,  or  auditing  scope or procedure.

Item  9.  Directors  and  Executive  Officers,  Promoters  and  Control Persons;
Compliance  With  Section  16(a)  of  the  Exchange  Act.

Identification  of  Directors

Management of the Company is vested in its Board of Directors and officers.  The
directors  are  elected  by  the shareholders.  The officers of the Company hold
office  at  the  discretion  of the Board of Directors. There currently are four
directors.

The table below lists the Company's current Directors.  Each Director will serve
until  the  Company's  next  annual meeting of shareholders or until a successor
shall  be  elected  and  shall  qualify.  There  are  no current nominees to the
Company's  Board  of  Directors.


                                       21
<PAGE>
Item  8.  Changes  in  and  Disagreements  with  Accountants.

The  Board  of  Directors  selected  Hein  +  Associates  LLP as its independent
accountant for the audit of its financial statements for the fiscal years ending
December  31,  1999;  and 1998 and the period from inception (March 12, 1991) to
December  31,  1999.  Prior  to selecting the independent accounting services of
Hein  +  Associates  LLP,  the  Company  did  not  have  a  previous independent
accountant.  The  Company  has  not  had  any  disagreements  with  its  current
independent  accountant  on  any  matters  regarding  accounting  principles  or
practices,  financial  statement  disclosure,  or  auditing  scope or procedure.

Item  9.  Directors  and  Executive  Officers,  Promoters  and  Control Persons;
Compliance  With  Section  16(a)  of  the  Exchange  Act.

Identification  of  Directors

Management of the Company is vested in its Board of Directors and officers.  The
directors  are  elected  by  the shareholders.  The officers of the Company hold
office  at  the  discretion  of the Board of Directors. There currently are four
directors.

The table below lists the Company's current Directors.  Each Director will serve
until  the  Company's  next  annual meeting of shareholders or until a successor
shall  be  elected  and  shall  qualify.  There  are  no current nominees to the
Company's  Board  of  Directors.

         Name         Age         Positions Held             Term of Office

Billy D. Hawkins      36          D; CEO.; COB                    8 years
Dwight Washington     34          D; CFO; Treasurer               2 year
Hubert H. Hawkins     67          D; V.P. Benefits; Secretary     2 year
Enos Harris           44          D; COO                          2 year

(D)=Director
(CEO)=Chief  Executive  Officer
(COO)=Chief  Operating  Officer
(COB)=Chairman  of  the  Board
(CFO)=Chief  Financial  Officer

Identification  of  Executive  Officers

The  table below lists the Company's current Executive Officers.  Each Executive
Officer  is  chosen  by  the  Company's Board of Directors and shall continue in
service  as  Officers  until  replaced or reassigned by said Board of Directors

         Name         Age         Positions Held             Term of Office

Billy D. Hawkins      36          D; CEO.; COB                    8 years
Dwight Washington     34          D; CFO; Treasurer               2 years
Hubert H. Hawkins     67          D; V.P. Benefits; Secretary     2 years
Enos Harris           44          D; COO                          2 years

Identification  of  Certain  Significant  Employees

Presently,  the  Company  does  not  currently  have  any employees that are not
executive  officers  who  are  expected to make significant contributions to the
Company's  business.  As the Company enters new markets and expands its business
operations,  it  may  add key personnel whose contributions it shall consider as
significant  to  meeting  itsoverall  contemplated  business  objectives.

Family  Relationships

Billy  D. Hawkins, a Director, Chief Executive Officer and Chairman of the Board
of  the  Company is the blood son of Hubert H. Hawkins, a Director and Secretary
of  the  Company.


                                       22
<PAGE>
Enos Harris, a Director, and Chief Operating Officer of the Company is the first
cousin  of Billy D. Hawkins, a Director, Chief Executive Officer and Chairman of
the  Board  of  the  Company.  Mr. Harris is also the blood nephew of  Hubert H.
Hawkins,  a  Director  and  Secretary  of  the  Company.

Business  Experience

Billy  D.  Hawkins,  Chief Executive Officer-- Mr. Hawkins, 36, a director since
1991,  is  Chief Executive Officer and Chairman of the Board of Directors of the
Company.  Mr.  Hawkins  founded  and organized the Company in 1991.  Since 1991,
Mr.  Hawkins  has  had  the  lead  role  in  the planning and development of the
Company's  mergers  and  acquisition program.  Prior to 1991,  Mr. Hawkins was a
staff  accountant  with  Mobil  Oil  Corporation  in Dallas, Texas.  Mr. Hawkins
attended  Eastern  New Mexico University where he received a bachelors degree in
finance  1986.

Dwight Washington, Chief Financial Officer--Mr. Washington, 34, a director since
1998,  Mr.  Washington intends to join the Company on a full time basis as Chief
Financial  Officer  and Treasurer in 1999.  From 1994 to Present, Mr. Washington
serves as controller of Ross Aviation Inc. in Albuquerque, New Mexico. From 1992
to  1994,  Mr.  Washington  served  as Audit Senior at Arthur Anderson & Co., in
Albuquerque,  New Mexico.  For the period of 1989 thru 1992, Mr. Washington held
the  positions  of  bank  examiner  and  audit  coordinator  at  Sunwest Bank in
Albuquerque, New Mexico and the position of junior auditor at Eastern New Mexico
University in 1987.  Mr. Washington attended Eastern New Mexico University where
he received a bachelors degree in accounting in 1987 and attended the University
of  Phoenix  where  he  obtained his Masters of Business Administration in 1998.

Hubert  H. Hawkins, Vice President of Benefits--Mr. Hawkins, 67, secretary and a
director  since  1998,  Mr.  Hawkins  intends to join the Company on a full time
basis  as  Vice  President  of Benefits in 1999.  From 1979 to 1995, Mr. Hawkins
served as the director of personnel for the San Antonio Housing Authority in San
Antonio,  Texas.  Mr.  Hawkins retired from the San Antonio Housing Authority in
January  of  1995.

Enos Harris, Chief Operating Officer--Mr. Harris, 44, a director since 1998, Mr.
Harris  is  one  of  the  Company's  original  investors and intends to join the
Company on a full time basis as an Operating Officer in 1999.  From 1978 through
1998,  Mr.  Harris  served  as  supervisor of up to 150 employees which included
clerks;  carriers  and  route  examiners for the United States Postal Service in
Houston,  Texas.  Prior  to  1978,  Mr.  Harris  attended San Jacinto College in
Pasadena, Texas from 1975 to 1976.  From 1976 to 1978, Mr. Harris attended Texas
Southern  University  in  Houston,  Texas.

No person nominated nor serving in the role of director of the Company currently
holds  any  other  directorship  with  any  company  with  a class of securities
registered  pursuant  to  section  12 of the Exchange Act of 1934 or any company
subject  to  the requirements of section 15(d) of said Act nor does any director
of  the  Company  hold  any  directorship  with  any  company  registered  as an
investment  company  under  the  Investment  Company  Act  of  1940.

Involvement  in  Certain  Legal  Proceedings

(1) During the past five years, no petition under the federal bankruptcy laws or
any  state  insolvency  law  has  been  filed by or against any director, person
nominated to become a director or executive officer of the Company.  Nor has any
receiver,  fiscal  agent  or  similar  officer been appointed by a court for the
business or property of such person, or any partnership, corporation or business
association  in  which  said  person  was a general partner or executive officer
within  two  years  before  the  time  of  any  such  filings.

(2)  During  the  past  five  years,  no  director, person nominated to become a
director  or  executive  officer  of  the  Company  been convicted in a criminal
proceeding  or  is  a  named  subject  of  a  pending  criminal  proceeding.

(3)  During  the  past  five  years,  no  director, person nominated to become a
director  or  executive  officer  of  the  Company,  the  subject  of any order,
judgment,  or decree, not subsequently reversed, suspended or vacated by a court
of  competent  jurisdiction,  permanently  or temporarily enjoining him from, or
otherwise  limiting  him  from  the  following  activities:

  (i)  acting  as  a  futures commission merchant, introducing broker, commodity
trading  advisor,  commodity  pool  operator, floor broker, leverage transaction
merchant  or  any  other  person  regulated  by  the  Commodity  Futures Trading
Commission, or any associated person of any of the foregoing or as an investment
adviser, underwriter, broker or dealer in securities or as an affiliated person,
director  or  employee  of  any  investment  company,  bank,  savings  and  loan
association  or  insurance  company, or engaging in or continuing any conduct or
practice  in  connection  with  such  activity.


                                       23
<PAGE>
  (ii)  no  director, person nominated to become a director or executive officer
of  the  Company  is  the  subject  of  any  order,  judgment,  or  decree,  not
subsequently  reversed,  suspended  or  vacated  by  a  court  of  competent
jurisdiction,  permanently  or  temporarily  enjoining  him  from,  or otherwise
limiting  him  from  engaging  in  any  type  of  business  practice;  or

  (iii)  engaging in any activity in connection with the purchase or sale of any
security  or  commodity  or in connection with any violation of Federal or State
securities  laws  or  Federal  commodities  laws.

(4)  During  the  past  five  years,  no  director, person nominated to become a
director  or  executive  officer  of  the  Company  is the subject of any order,
judgment,  or  decree,  not  subsequently  reversed, suspended or vacated by any
Federal  or  State  authority  barring,  suspending  or  otherwise limiting said
persons  for  more  than  60  days  from  engaging  in any activity described in
paragraph  (3)(i) of this section, or from being associated with persons engaged
in  any  such  activity.

(5)  During  the  past  five  years,  no  director, person nominated to become a
director  or executive officer of the Company been found by a court of competent
jurisdiction  in  a civil action or by the Securities and Exchange Commission to
have  violated any Federal or State securities law and no judgment in such civil
action  or  finding  by the Securities and Exchange Commission been subsequently
reversed,  suspended  or  vacated.

(6)  During  the  past  five  years,  no  director, person nominated to become a
director  or executive officer of the Company been found by a court of competent
jurisdiction in a civil action or by the Commodity Futures Trading Commission to
have  violated  any Federal commodities law, no judgment in such civil action or
finding  by the Commodity Futures Trading Commission been subsequently reversed,
suspended  or  vacated.

Promoters  and  Control  Persons

(1)  Billy  D.  Hawkins, a Director, Chief Executive Officer and Chairman of the
Board  of  the Company is the only person of the Company who may be considered a
promoter  and  control  person  of the Company.  During the past five years, Mr.
Hawkins  has  not  and  is  not  subject  to  any  of the events which have been
enumerated  in  paragraphs  (1)  through  (6)  of  the  above  section  titled;
"Involvement  in  certain  legal  proceedings".

Item  10.  Executive  Compensation.

The  following  table  sets  forth  all compensation paid or earned for services
rendered  to  the Company by its executive officers in all capacities during the
fiscal year ended December 31, 1999.  No executive officer received total annual
salary,  bonus,  or  other  compensation in excess of $100,000 during the fiscal
year  ended  December  31,  1999.

<TABLE>
<CAPTION>
                                                                   Summary Compensation Table

                                              Annual compensation                                   Long term compensation
                                                                                                      Awards        Payouts
                                                            Other                     Securities
                                                            annual       Restricted   underlying                    All other
Name and                                                 compensation      stock       options/        LTIP       Compensations
principal position       Year   Salary($)   Bonus ($)        ($)          award(s)      SARs(#)    Payouts ($)         ($)
(a)                       (b)      (c)         (d)           (e)            (f)           (g)          (h)             (i)
<S>                      <C>    <C>         <C>         <C>             <C>           <C>          <C>           <C>
CEO, Billy D. Hawkins     1999  $  0.00(1)  $  0.00(1)  $      0.00(1)  $    0.00(1)   100,000(1)  $    0.00(1)  $       0.00(1)
CFO, Dwight Washington    1999  $  0.00(2)  $  0.00(2)  $      0.00(2)  $    0.00(2)   100,000(2)  $    0.00(2)  $       0.00(2)
COO, Enos Harris          1999  $  0.00(3)  $  0.00(3)  $      0.00(3)  $    0.00(3)   100,000(3)  $    0.00(3)  $       0.00(3)
V.P. Benefits,
 Hubert H. Hawkins        1999  $  0.00(4)  $  0.00(4)  $      0.00(4)  $    0.00(4)   100,000(4)  $    0.00(4)  $       0.00(4)
<FN>
(1)  In  order  to  conserve  the  Company's financial resources during the early stages of its growth and development, Billy D.
Hawkins  elected  to  forgo  any  form  of  cash or non-cash salary or bonus as compensation for his role as the Company's Chief
Executive  Officer  for  the  fiscal  year  ended  December  31,  1999.

(2)  Mr.  Washington  did  not receive any form of cash or  non-cash salary or bonus as compensation during the Company's fiscal
year ended December 31, 1999.  Mr. Washington in his role as Chief Financial Officer of the Company was granted an option to buy
100,000  shares of the Company's class A; common stock at $1.50 per share.  Said option is for a period of  four years beginning
December  31,  1998.  No  options  have  been  exercised  as  of  December  31,  1999.

(3)  Mr.  Harris  did  not receive any form of cash or non-cash salary or bonus as compensation during the Company's fiscal year
ended  December 31, 1999.  Mr. Harris in his role as Chief Operating Officer  of the Company has an option to buy 100,000 shares
of  the Company's class A; common stock at $1.50 per share.  Unless or until extended, said option is for a period of four years
beginning  December  31,  1998.  No  options  have  been  exercised  as  of  December  31,  1999.

(4)  Mr.  Hawkins  did not receive any form of cash or non-cash salary or bonus as compensation during the Company's fiscal year
ended  December 31, 1999.  Mr. Hawkins in his role Vice President of Benefits of the Company has an option to buy 100,000 shares
of  the Company's class A; common stock at $1.50 per share.  Unless or until extended, said option is for a period of four years
beginning  December  31,  1998.  No  options  have  been  exercised  as  of  December  31,  1999.
</TABLE>


                                       24
<PAGE>
1998  Stock  Option  Plan

The  Company's  1998  Stock Option Plan ("1998 Plan") is intended to serve as an
equity  incentive  program  for  management,  qualified  employees, non-employee
members of the Board of Directors, and independent advisors or consultants.  The
1998  Plan  became  effective  on December 1, 1998 upon adoption by the Board of
Directors,  and  was  approved  by  shareholders  at  the  March  1, 1999 annual
shareholders meeting.  Under the 1998 Plan, the total number of shares of common
stock  reserved  for issuance is 2,000,000, which may be Incentive Stock Options
("ISO")  within the meaning of Section 422 of the Internal Revenue Code of 1986,
as  amended,  or  non-qualified  stock  options.

The  1998  Plan provides participants with a four year vesting schedule.  25% of
the total options granted to participants may be vested immediately.  25% of the
total  options  granted  to  participants  may  be  vested  after  2  years.  An
additional  25% of the total options granted to participants may be vested after
3  years.  The  final  25%  of  the total options granted to participants may be
vested  after  4  years.
1998  ESOP  Plan

The  Company adopted an Employees Stock Ownership Plan ("ESOP" or the "Plan") on
May  1,  1998,  which  covers  all employees with at least a year of consecutive
service  that are not covered by a collective bargaining agreement.  The purpose
of  the Plan is to enable participating employees of the Company to share in the
development  and  growth  of  the  Company  and  to provide participants with an
opportunity to build capital for their retirement, the Plan is designed to do so
without  any  deductions  from  the participants' paychecks and without any cash
investment  by  participants.  The  Plan  provides  for an allocation of Company
stock  to  each  participant's  account  of  the  greater  of 15% or the maximum
percentage  allowable  of  participants' eligible compensation.  Participants in
the  Plan  are  vested  after  of  three years of uninterrupted service with the
Company.

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners  and Management.

The  total  outstanding  common  stock  of  the Company as of December 31, 1999,
consists  of  40,500,000  shares.  All  outstanding  shares  of common stock are
entitled  to  one  vote  per  share.

Security  Ownership  of  Certain  Beneficial  Owners

The  following  table sets forth as of December 31, 1999, each stockholder known
to  the  Company  to  beneficially  own  more  than  5  percent of the Company's
outstanding  shares  of  common  stock.

<TABLE>
<CAPTION>
(1) Title of Class  (2) Name and address of    (3) Amount and nature    (4) Percent of
                       beneficial owner      of beneficial ownership        class
<S>                 <C>                       <C>                       <C>
Common Stock        The 3H Corporation         24,500,001(1)            60.5%
                    P.O. Box 671304
                    Dallas, Texas 75367

Common Stock        Citizens Capital Corp.     15,000,000(2)(3)         37.0%
                    Employee Stock Ownership
                    Trust
                    P.O. Box 670406
                    Dallas, Texas 75367
<FN>


(1) The 3H Corporation directly owns 23,500,002 common shares of the Company and in its
role  as  the  general  partner  of  Brice  Street  Partners  Ltd., has sole voting and
investment  power  over  999,999  additional  common  shares  of  the Company. Billy D.
Hawkins,  Chief Executive Officer; Chairman of the Board and a Director of the Company,
has sole voting and investment control of The 3H Corporation.  As a result, Mr. Hawkins
may  be  deemed to be the beneficial owner of the shares owned and/or controlled by The
3H  Corporation.

(2)  Billy D. Hawkins, Chief Executive Officer; Chairman of the Board and a Director of
the  Company;  Dwight  Washington,  a Director of the Company; and Hubert H. Hawkins, a
Director  of  the  Company  are  members  of  the Citizens Capital Corp. Employee Stock
Ownership Plan Executive Committee.  As a result, the Executive Committee consisting of
Mr.  Hawkins;  Mr.  Washington  and  Mr. Hubert H. Hawkins may be deemed to have shared
investment  power  over  the  shares owned by the Citizens Capital Corp. Employee Stock
Ownership  Trust.  The  address  for each member of the Citizens Capital Corp. Employee
Stock  Ownership  Plan  Executive  Committee is: P. O. Box 670406, Dallas, Texas 75367.

(3)  Pursuant  to the trust agreement which governs the Citizens Capital Corp. Employee
Stock  Ownership  Trust,  the trust has a duration of 10 years and expires November 11,
2007.
</TABLE>


                                       25
<PAGE>
Security  Ownership  of  Management

The  following  table  sets  forth  certain information regarding the beneficial
ownership  as  of  December  31, 1998, of the Company's common stock by (a) each
person  known  by the Company to be a beneficial owner of more than five percent
of  the  outstanding  common  stock  of  the  Company,  (b) each director of the
Company,  and (c) all directors and executive officers of the Company as a group
(5  persons),  owned  beneficially  39,499,998 shares or 97.5% of the issued and
outstanding  shares  of  common  stock  as  set  forth  in  the following table.

<TABLE>
<CAPTION>
(1) Title of Class    (2)Name of             (3) Amount and Nature    (4) Percent of
                    Beneficial Owner         of Beneficial Ownership       Class
<S>                 <C>                      <C>                      <C>
Common Stock        Billy D. Hawkins                   24,500,001(1)           60.5%
Common Stock        Dwight Washington                     100,000(2)               *
Common Stock        Hubert H. Hawkins                     100,000(3)               *
Common Stock        Enos Harris                           100,000(4)               *
Common Stock        Directors and Executive           15,000,000 (5)           37.0%
                    Officers As A Group (5)
                    persons
<FN>
(*)  Less  than  1%

(1)  The  3H  Corporation  directly owns 23,500,002 common shares and in its role as the
general partner of Brice Street Partners Ltd., has sole voting and investment power over
999,999  additional  shares.  Billy D. Hawkins, Chief Executive Officer; Chairman of the
Board  and a Director of the Company, has sole voting and investment control over The 3H
Corporation.  As  a result, Mr. Hawkins may be deemed to be the beneficial owner  of the
shares owned and/or controlled by both The 3H Corporation and Brice Street Partners Ltd

(2)  Dwight  Washington  in  his  role  as Chief Financial Officer of the Company has an
option  to buy 100,000 shares of the Company's class A; common stock at $1.50 per share.
Unless  or  until extended, said option is for a period of four years beginning December
31,  1998.  No  options  have  been  exercised  as  of  December  31,  1999.

(3)  Hubert  H.  Hawkins in his role as Vice President of Benefits of the Company has an
option  to buy 100,000 shares of the Company's class A; common stock at $1.50 per share.
Unless  or  until  extended,  said  option  is  for  a period  of  four  years beginning
December  31,  1998.  No  options  have  been  exercised  as  of  December  31,  1999.

(4)  Enos  Harris in his role as Chief Operating Officer of the Company has an option to
buy 100,000 shares of the Company's class A; common stock at $1.50 per share.  Unless or
until extended, said  option is for a period of four  years beginning December 31, 1998.
No  options  have  been  exercised  as  of  December  31,  1999.

(5)  Billy  D. Hawkins, Chief Executive Officer; Chairman of the Board and a Director of
the  Company;  Dwight  Washington,  a  Director of the Company; and Hubert H. Hawkins, a
Director  of  the  Company  are  members  of  the  Citizens Capital Corp. Employee Stock
Ownership  Plan Executive Committee.  As a result, the Executive Committee consisting of
Mr.  Hawkins;  Mr.  Washington  and  Mr.  Hubert H. Hawkins may be deemed to have shared
investment  power  over  the  shares  owned by the Citizens Capital Corp. Employee Stock
Ownership  Trust.  The  address  for  each member of the Citizens Capital Corp. Employee
Stock  Ownership  Plan  Executive  Committee is:  P. O. Box 670406, Dallas, Texas 75367.
</TABLE>

Changes  in  Control

The Company has no knowledge of any arrangements whereby its securities or those
of  its  parent,  have  been  pledged,  the subsequent operation of which, would
result  in  a  change  in  control  of  the  Company.

Item  12.  Certain  Relationships  and  Related  Transactions.

Transactions  with  Management  and  Others

On  May  8,  1998, the Company sold 15,000,000 shares of its common stock to its
Employee  Stock Ownership Plan (ESOP) Trust, the Citizens Capital Corp. Employee
Stock  Ownership  Trust  for  $3.34  per  share  or  $50,100,000.

Billy  D. Hawkins, a director, Chief Executive Officer and Chairman of the Board
of the Company; Dwight Washington, a director and Chief Executive Officer of the
Company;  and  Hubert  H.  Hawkins, a director and Vice President of the Company
serve  on  the  Executive Committee of the Citizens Capital Corp. Employee Stock
Ownership Trust.  While neither Mr. Billy D. Hawkins; Mr. Dwight Washington; nor
Mr.  Hubert  H.  Hawkins separately hold any interest in the trust's assets, Mr.
Billy  D.  Hawkins; Mr. Dwight Washington; and Mr. Hubert H. Hawkins may be said
to  have  shared  investment  power  over  said  assets.


                                       26
<PAGE>
Certain  Business  Relationships

For  the  Company's  1997;  1998  and  1999  fiscal years respectively, Billy D.
Hawkins,  a  director,  Chief Executive Officer and Chairman of the Board of the
Company  also  served as Chief Executive Officer for the Company's three (3) 97%
owned  subsidiaries:  Landrush  Realty  Corporation;  Media  Force  Sports  &
Entertainment, Inc. and SCOR Brands IncMr. Hawkins also currently maintains the
role  of  Chairman  of  the  Board  for  each  of  said  subsidiaries.

Indebtedness  of  Management

None of the following has been nor are they currently indebted to the Company or
its  subsidiaries  for  any  amount:

1)  no  director  or  executive  officer  of  the  Company;
2)  no  nominee  for  election  as  a  director  of  the  Company;
3)  no  member  of  the  immediate  family  of  any  of the persons specified in
paragraph  (1)  or  (2)  of  this  subsection;
4)  no  corporation or organization, other than the Company or its subsidiaries,
of which any of the persons specified in paragraph (1) or (2) of this subsection
is  an executive officer or partner or is directly or indirectly, the beneficial
owner  of  ten  percent  or  more  of  any  class  of  equity  securities;

5)  Billy  D.  Hawkins,  a director, Chief Executive Officer and Chairman of the
Board  of the Company; Dwight Washington, a director and Chief Executive Officer
of  the  Company;  and  Hubert  H. Hawkins, a director and Vice President of the
Company  serve on the Executive Committee of the Citizens Capital Corp. Employee
Stock  Ownership  Trust.

On  May  8,  1998, the Company sold 15,000,000 shares of its common stock to the
Citizens  Capital  Corp.  Employee  Stock  Ownership  Trust  pursuant to its1998
Employee  Stock  Ownership  Plan  (ESOP),  for  $3.34  per share or $50,100,000.

As payment for the 15,000,000 common shares, the Citizens Capital Corp. Employee
Stock Ownership Trust has executed a 5 year, $50,100,000 promissory note bearing
an  annual  interest  rate  of  fourteen  and  one-half  percent  (14.5%).  Said
promissory  note  is secured by a security agreement collaterializing 15,000,000
shares  of  Citizens  Capital  Corp.'s common stock held by the Citizens Capital
Corp.  Employee  Stock  Ownership  Trust.

Transactions  with  Promoters

As  the  sole  founder and original investor of the Company, Billy D. Hawkins, a
Director,  Chief  Executive  Officer and Chairman of the Board of the Company is
the  only  person  who  may  currently  be considered a promoter of the Company.

As  sole  founder  of the Company, Billy D. Hawkins held 7,833,334 shares of the
Company's  common  stock,  through  the  The  3H Corporation, at fiscal year end
December  31, 1997.  Pursuant to a (3) for (1) stock split by the Company on May
3,  1998,  Billy D. Hawkins, through The 3H Corporation, holds 23,500,002 shares
of  the  Company's  common  stock.

For  the  Company's 1997 and 1998 fiscal years respectively, Billy D. Hawkins, a
director,  Chief Executive Officer and Chairman of the Board of the Company also
served  as Chief Executive Officer for each of the Company's three (3) 97% owned
subsidiaries:  Landrush Realty Corporation;  Media Force Sports & Entertainment,
Inc.  and  SCOR  Brands  IncMr.  Hawkins maintained the role of Chairman of the
Board  for  each  of  the  Company's  (3)  subsidiaries during fiscal year 1999.

On  August  15,  1995,  the  Company sold the trademarks and exclusive marketing
rights  to two (2) of its residential home equity brand products: The Texas Home
Equity ReFund(R) and The Cash-Out Mortgage ReFinancer(R) to Landrush in exchange
for  19,000,000  shares  of  Landrush  common  stock.

On  June 13, 1997, the Company sold the trademark and exclusive marketing rights
to  its  third residential home equity brand product: The Home Equity Cashier(R)
to  Landrush  in  exchange  for  333,334  shares  of  Landrush  common  stock.

On  November 20,, 1997, the Company sold the trademark, publishing and exclusive
marketing rights to its Black Financial~News(R) print publication to Media Force
in  exchange  for  19,333,334  shares  of  Media  Force  common  stock.

On  November  20,  1997,  the Company sold the trademark and exclusive marketing
rights  to  its  SCOR(R)  athletic shoe and apparel logo to SCOR in exchange for
19,333,334  shares  of  SCOR  common  stock.


                                       27
<PAGE>
Item.  13.  Exhibits,  List  and  Reports  on  Form  8-K.

(a)     Exhibits.

      See  Index  to  Exhibits.

(b)     Reports  on  Form  8-K.

      Not  applicable.

                                  EXHIBIT INDEX

                         SEE "EXHIBIT INDEX" ON PAGE 29

Pursuant  to  the  requirements  of Section 12 of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement to be signed on
its  behalf  by  the  undersigned,  thereunto  duly  authorized.

Citizens  Capital  Corp.                         By:  /s/  Billy  D.  Hawkins
------------------------                              -------------------------
      (Registrant)                                    Chief  Executive  Officer


Date:______________________________



                                       28
<PAGE>
<TABLE>
<CAPTION>
                                  EXHIBIT INDEX

<S>         <C>                                              <C>
Exhibit No  Description                                      Page No.
----------  -----------------------------------------------  --------

3.1         Amended Articles of Incorporation                       *

3.2         By-Laws                                                 *

4.1         Instrument Defining The Rights of  Shareholder          *

10.1        1998 Employee Stock Ownership Plan                      *

10.2        1998 Stock Option Plan                                  *

10.3        Citizens Capital Corp. Employee Stock Ownership        **
            Trust Promissory Note and Security Agreement

21.1        Subsidiaries of the Registrant                         30

27.1        Financial Data Schedule                                31
<FN>


(1)  The Exhibit required hereof is hereby incorporated by reference to the same
Exhibit  number  to  the Company's Registration Statement on Form 10-SB as filed
with the Securities and Exchange Commission on March 19, 1999, File No. 0-24344.
(2)  The Exhibit required hereof is hereby incorporated by reference to the same
Exhibit  number  to the Company's amended Registration Statement on Form 10-SB/A
as  filed with the Securities and Exchange Commission on July 14, 1999, File No.
0-24344.
</TABLE>


                                       29
<PAGE>