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,  2000.

[ ]  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.)

  1223 E. Beltline Rd., Suite 1223, DeSoto, Texas 75115 * 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, 2000 were $62,448.

The aggregate market value of the voting common equity held by non-affiliates of
the  registrant  on  April 1, 2001, based on the closing bid price of the common
stock  on  the  NASD  Over-the-Counter Bulletin Board on that date was $200,300.

Indicated  below  is  the  number  of  shares  outstanding  of each class of the
issuer's  common  stock as of April 1, 2001:  48,022,500 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]


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

                         INDEX TO THE DECEMBER 31, 2000 FORM 10-KSB


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

Item. 1    Description of Business                                                         3

Item 2.    Description of Property
                                                                                          12
Item 3.    Legal Proceedings

Item 4.    Submission of Matters to a Vote of Security Holders                            12

PART II

Item 5.    Market for Registrant's Common Equity and Related Shareholder Matters          13

Item 6.    Management's Discussion and Analysis                                           13

Item 7.    Financial Statements                                                           15

Item 8.   Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure                                                                      27

PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons; Compliance
with  Section 16(a) of the Exchange Act.
                                                                                          27
Item 10. Executive Compensation

Item 11. Security Ownership of Certain Beneficial Owners and Management                   30

Item 12. Certain Relationships and Related Transactions                                   32

Item 13. Exhibits, List and Reports on Form 8-K                                           33
</TABLE>


<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, Inc.. The 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  2000 fiscal year, the Company did  not undertake any material level
of  expenditures  for  product  research  or  development.


                                        3
<PAGE>
During  its  2000  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 2001, Landrush intends to continue pursuing opportunities to
initiate  marketing  campaigns  for  both  the  Equity  Cashier(R)  and Cash-Out
Mortgage(R)  branded  products.

During  its  2000  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(R) News publication.  During
fiscal  year  2001,  Media  Force  intends to continue pursuing opportunities to
initiate  a marketing campaign in conjunction with the initial publishing of its
Black~Financial(R) News  publication.

During its 2000 fiscal year, the Company's SCOR subsidiary did not undertake any
material  level  of  product  development  cost.  During  fiscal year 2000, SCOR
completed  development  of its  SCOR(R) brand line of basketball, golf, running,
outdoor  and  sport  sandal  footwear.  During fiscal year 2001, SCOR intends to
move  its  basketball, golf, running, outdoor and sport sandal footwear lines to
production.

     Acquisition  of  Plant  and  Equipment

On  July  1,  2000, the Company acquired the assets, equipment and operations of
DeSoto,  Texas based Taylor Printing & Graphics for $31,000.  Subsequent to this
acquisition, the Company integrated the operations of Taylor Printing & Graphics
into  Media  Force  Signs Graphics & Media, a newly formed division of its Media
Force  Sports  &  Entertainment,  Inc.  unit.

     Change  in  Numbers  of  Employees

During fiscal year 2000 in conjunction with its acquisition of Taylor Printing &
Graphics,  the  Company  through  the  newly formed Media Force Signs Graphics &
Media  division  of  its Media Force Sports & Entertainment, Inc. unit added one
new  employee.   During  fiscal  year  2001,  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  operations  or  2)  any  operating  entity which may be acquired by the
Company  or  its  subsidiaries.

Financial  Information  About  Industry  Segments

The  Company  is  a  development  stage company.  The following table sets forth
revenue;  operating profit or loss; and identifiable assets; by industry segment
attributable  to  the  Company's  last  three  (3) fiscal years. The Company has
completed  development of its initial products.  The Company intends to continue
to  pursue  opportunities for market implementation of its products and services
during fiscal year 2001.  As such, the Company's financial performance set forth
in  the  table  hereof  by  industry  segment  may  not  be indicative of future
performance  results.  As  such,  any  prospective investor in securities of the
Company  should  refer  to  and  carefully  consider  the Company's consolidated
financial  statements  and the accompanying notes thereto located in the section
entitled  "Financial  Statements  Index".


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                                 Year
                                             1998    1999      2000
                                            ------  -------  --------
<S>                                         <C>     <C>      <C>
Sales to unaffiliated customers:
     Real Estate:                                0        0         0
        Mortgage Loans                           0        0         0
        Residential/Commercial Development       0        0         0
     Media:                                      0        0         0
        Printing                                 0        0    62,088
     Athletic Products                           0        0         0
        Footwear                                 0        0         0
        Apparel                                  0        0         0
        Equipment                              438        0         0
Inter-segment sales or transfers:
     Real Estate                                 0        0         0
     Media                                       0        0         0
     Athletic Products                           0        0         0
Operating profit or loss
     Real Estate                            -5,784        0         0
     Media                                  -5,784        0   -48,492
     Athletic Products                      -5,784        0         0
     General Administration                         -18,203  -105,726
Identifiable assets:
     Real Estate                               120      109        99
     Media                                     120      109    31,410
     Athletic Products                         120      109        99
</TABLE>

Narrative  Description  of  Business

     Principal  Products  Produced  and  Services  Rendered

The  Company, through its Landrush; Media Force; and SCOR subsidiaries currently
offers  or  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)  commercial  printing,  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; December 31, 1999 and December 31,
2000,  Landrush's  home  equity  products  had  not  been commercially marketed,
distributed  or  otherwise  introduced into the their respective market segments
and  did  not  contribute  to  the  Company's  consolidated  revenue.


                                        5
<PAGE>
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, 1998; December 31, 1999 and December 31, 2000, Landrush
had  not acquired nor developed any residential or commercial real estate assets
and  did  not  contribute  to  the  Company's  consolidated  revenue.

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; December 31, 1999 and December 31,
2000,  Media  Force's  Black  Financial~News(R)  publication  had  not initiated
publishing  and  thereby did not generate any advertising receipts or contribute
to  the  Company's  consolidated  revenue.

On  July  1,  2000,  the  Company acquired DeSoto, Texas based Taylor Printing &
Graphics  and integrated this operation into Media Force Signs Graphics & Media,
a  newly  formed  division of Media Force.  During fiscal year 2000, Media Force
Signs  Graphics  &  Media  contributed  $62,088  to  the  Company's consolidated
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 utilize its online SCOR Store at www.scorbrands.com;  SCOR Store
retail outlets 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  as  such  distribution  opportunities  become available.  For the fiscal
years  ended  December 31, 1998 and December 31, 1999, SCOR products had not yet
been  commercially  marketed  and  distributed  on  a  significant  basis  and
contributed  $438  and  $0  respectively  to the Company's consolidated revenue.
During Fiscal year 2000, SCOR completed development of its SCOR(R) brand line of
basketball;  golf; running; and casual shoes, however, for the fiscal year ended
December  31,  2000,  SCOR  did  not  generate any receipts or contribute to the
Company's  consolidated  revenue.

     Description  of  the  Status  of  Products  or  Services

As  of  December  31,  2000,  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  intends  to  pursue  opportunities to introduce said products during fiscal
year  2001. 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 intends to pursue opportunities to introduce
said  products  during  fiscal  year  2001.


                                        6
<PAGE>
The  Company  acquired  DeSoto, Texas based Taylor Printing & Graphics effective
July  1,  2000  and  integrated this operation into Media Force Signs Graphics &
Media,  a  newly  formed  division of Media Force.  During fiscal year 2001, the
Company  intends  to  pursue  opportunities  to establish additional Media Force
Signs  Graphics  &  Media  outlets.

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 intends to pursue opportunities to introduce its full
line  of branded products into the consumer marketplace during fiscal year 2001.

     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.

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.


                                        7
<PAGE>
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.

     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.


                                        8
<PAGE>
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, 2000, 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, 2000, 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; 1999 and 2000
respectively.

     Renegotiation;  Termination  of  Business  or  Contracts

During  its  fiscal  year  ended  December 31, 2000, 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.

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.


                                        9
<PAGE>
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 1 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

Neither  the Company nor its Landrush, Media Force or SCOR subsidiaries incurred
any  product  research  and  development  cost  during  fiscal  year  2000.

The  Company  believes  that the research and 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; 1999 and 2000 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  2001 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.


                                       10
<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 from the
Company  in  exchange  for  his  services  on  behalf  of  the  Company  and its
shareholders.

In  conjunction  with  the  Company's July 1, 2000 acquisition of  DeSoto, Texas
based  Taylor  Printing & Graphics and its subsequent integration into the Media
Force  Signs Graphics & Media division of its Media Force Sports & Entertainment
Inc.  unit,  the  Company  added  one  new  employee  during  fiscal  year 2000.

During fiscal year 2001, both the Company and its subsidiaries anticipate 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 three fiscal years.  The initial
launch  and  availability  of  the Company's products and/or services into their
respective  market  segments is currently intended for implementation during the
Company's  2001  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.

<TABLE>
<CAPTION>
                                                          Year

                                                 1998     1999     2000
<S>                                           <C>      <C>      <C>
Sales to unaffiliated customers:
    United States                                 438        0   62,088
    Foreign                                         0        0        0

Sales or transfers between geographic areas:
    United States                                 438        0   62,088
     Foreign                                        0        0        0

Operating Profit or Loss:
     United States:                           -17,353  -18,203  -57,234
      Foreign                                       0        0

Identifiable assets:
      United States                             1,685    3,601   31,631
      Foreign                                       0        0        0

Export Sales:                                       0        0        0
</TABLE>


                                       11
<PAGE>
  Item  2.  Description  of  Property

The  Company  maintains temporary executive offices located at: 1223 E. Beltline
Rd.,  Suite. 116, DeSoto, Texas 75115.  In preparation of its anticipated growth
and  the  corresponding  need for expanded office accommodations, the Company is
actively  seeking  suitable  permanent  executive  offices.

The  operations  of each of the Company's three subsidiaries are currently being
operated  out  of  the  Company  temporary executive offices located at: 1223 E.
Beltline  Rd.,  Suite.  116,  DeSoto,  Texas  75115.

As  growth and expansion require, the Company and each of its three subsidiaries
anticipates  relocating to separate  executive and/or operational offices during
the  Company's  2001  fiscal  year.

Item  3.  Legal  Proceedings

For the December 31, 1998; 1999 and 2000 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.

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

The  annual meeting of Citizens Capital Corp. shareholders was held on March 25,
2000.

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

Billy  D.  Hawkins
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  43,022,500.

Board Nominees
--------------
                     Votes For           42,210,500
Billy D. Hawkins
Hubert H. Hawkins    Votes Against       0
Enos Harris
                     Votes Withheld      0

                     Vote Abstentions    812,000

                     Broker Non-Votes    0


                                       12
<PAGE>
                                     PART II

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

The  Company's  common  stock is listed for trading on the NASD Over-the-Counter
Bulletin  Board  under the symbol CAAPThe 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.  The
high  and low price quotes for the Company's common stock during each quarter of
fiscal  year  2000  is  as  follows:

                         Stock
                         -----
2000                  High   Low
----                  ----  -----

      First  Quarter   .03    .02
      Second Quarter  1.71  .1875
      Third  Quarter  2.25    .14
      Fourth Quarter   .34    .04

As  of  March  31,  2001,  there  were  approximately  49  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.

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, 2000 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; the development of  its
prototype  branded  products  and  services.   Operations  since  July  1, 2000,
include the acquisition by the Company of  DeSoto, Texas based Taylor Printing &
Graphics.  Subsequent to this acquisition, the Company integrated the operations
of  Taylor  Printing & Graphics into Media Force Signs Graphics & Media, a newly
formed  division  of  its  Media  Force  Sports  &  Entertainment,  Inc.  unit.

     Liquidity  And  Capital  Resources

Since  its  inception,  the  Company  has financed its operations primarily from
contributions from its principle stockholder and private placements with related
parties.  For the periods ending December 31, 1998; 1999 and 2000, contributions
from its principal stockholder totaled $15,563, $17,319 and $1,623 respectively.
The  Company  had  $377  in  cash  as  of  December  31,  2000.

The  Company's operating activities generated a net loss of ($17,353); ($18,203)
and  ($57,234)  for  the  fiscal  years  ended  December 31, 1998; 1999 and 2000
respectively.  Losses  generated during these periods were due to administrative
and  operating  expenses  exceeding  revenue  for  the  reported  periods.


                                       13
<PAGE>
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, 2000. During fiscal year
2000, the Company completed research and development on its current products and
services  contemplated  to  be  offered  and added the operations and revenue of
Taylor  Printing  &  Graphics  which  was  acquired  July 1, 2000 and subsequent
integrated  into the newly formed Media Force Signs Graphics & Media division of
its  Media  Force  Sports & Entertainment, Inc. unit.   During fiscal year 2001,
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; 1999 and 2000 respectively, the
Company  used  $0;  $0  and  ($31,004)  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; however,
cash  invested  in  equipment  during fiscal year 2000 was financed by loans and
advances  from  stockholders.

At  December 31, 2000, 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 fiscal year 2001, the Company intends to
continue  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, 2000, the Company did not have any
material  commitments  for  capital  expenditures.  During fiscal year 2001, the
Company  anticipates  making  capital  expenditures  of approximately $1,600,000
related  to  the  purchase of initial inventories for its SCOR(R) Brand footwear
lines and to pursue and consummate the acquisition of various operating entities
as deemed suitable by the Company and to pursue the introduction of its products
and/or  services  into the marketplace. The Company anticipates that the capital
necessary  for  its acquisition initiatives and the introduction of its products
and/or  services  into  the marketplace 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  marketplace  as of its fiscal year ended December 31, 2000.  As such, sales
of  the  Company's  branded  products and services did not generate any revenues
during  this  period.

Effective  July  1,  2000,  the  Company acquired Taylor Printing & Graphics and
subsequently  integrated  it  into the newly formed Media Force Signs Graphics &
Media  division  of  its  Media  Force  Sports & Entertainment, Inc. unit.   The
Taylor  Printing  &  Graphics  operations  contributed  $62,088 to the Company's
revenue  during  the  fiscal  year  ended  December  31,  2000.

Administrative and  operating expenses outpaced revenues resulting in net losses
of  ($17,353);  ($18,203)  and  ($57,234)  for  the Company's fiscal years ended
December  31,  1998;  1999  and  2000  respectively.

During  the  first  quarter  of fiscal year 2001, the Company anticipates making
capital  expenditures  of  approximately  $1,600,000  related to the purchase of
initial  inventories  for its SCOR(R) Brand footwear lines. To fund the purchase
of  said  inventories,  the Company intends to pursue loan facilities from third
party  lenders.

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".


                                       14
<PAGE>
Item  7.  Financial  Statements  and  Supplementary  Data

   Index to Consolidated Financial Statements:

                                                              Page No.
                                                              --------

 Independent Auditor's Report                                       16

     Financial Statements

             Consolidated Balance Sheet                             17

             Consolidated Statements of Operations                  18

             Consolidated Statement of Stockholder's Deficit        19

             Consolidated Statements of Cash Flows                  20

             Notes to Consolidated Financial Statements             21


                                       15
<PAGE>
                          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, 2000, and the related
consolidated statements of operations, changes in stockholders' equity (deficit)
and  cash  flows  for  the years ended December 31, 2000 and 1999 and the period
from inception (March 12, 1991) to December 31, 2000. These financial statements
are  the  responsibility  of the Company's management.  Our responsibility is to
express  an  opinion  on  these  financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance  with  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, 2000, and the results of its operations and its cash flows for the
years  ended December 31, 2000 and 1999 and the period from inception (March 12,
1991)  to  December  31,  2000  in conformity with generally accepted accounting
principles.




Hein  +  Associates  LLP
Certified  Public  Accountants


Dallas,  Texas
April  10,  2001


                                       16
<PAGE>
<TABLE>
<CAPTION>
                             CITIZENS CAPITAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS.

                           CONSOLIDATED BALANCE SHEET

                                December 31, 2000

<S>                                                                                     <C>
ASSETS

CURRENT ASSETS:
  Cash                                                                                  $        377
  Accounts receivable                                                                          3,487
                                                                                        -------------
     Total current assets                                                                      3,864

PROPERTY AND EQUIPMENT, net of accumulated depreciation of $7,059                             27,447

INTANGIBLE ASSETS, net                                                                           320
                                                                                        -------------

     Total assets                                                                       $     31,631
                                                                                        =============

LIABILITIES AND STOCKHOLDERS DEFICIT

CURRENT LIABILITIES:
  Current portion of loans from stockholders                                            $     14,653
  Accounts payable and accrued liabilities                                                    13,939
  Credit card cash advances                                                                   38,418
  Advances from stockholder                                                                    8,270
                                                                                        -------------
     Total current liabilities                                                                75,280

LOANS FROM STOCKHOLDERS, net of current portion                                               12,061

COMMITMENT (Note 9)

STOCKHOLDERS' DEFICIT:
  Preferred stock, $1.00 stated value, 5,000,000 shares authorized; 1,000,000 shares
    issued and outstanding                                                                 1,000,000
  Common stock, no par value, 100,000,000 shares authorized; 40,510,000 shares issued
    and outstanding ($.01 stated value)                                                      405,100
  Additional paid-in capital                                                              48,836,908
  Note receivable from ESOP                                                              (50,100,000)
  Deficit accumulated during the development stage                                          (197,718)
                                                                                        -------------
     Total stockholders' deficit                                                             (55,710)
                                                                                        -------------

     Total liabilities and stockholders' deficit                                        $     31,631
                                                                                        =============
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       17
<PAGE>
<TABLE>
<CAPTION>
                             CITIZENS CAPITAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                    NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                       CONSOLIDATED STATEMENTS OF OPERATIONS

                                                                                     Period  from
                                                                                       Inception
                                                Year Ended December 31,             (March 12, 1991)
                                        ----------------------------------------           to
                                               2000                 1999           December 31, 2000
                                        -------------------  -------------------  -------------------
<S>                                     <C>                  <C>                  <C>

SALES                                   $           62,088   $                -   $           62,526

COST OF SALES                                       13,596                    -               13,871
                                        -------------------  -------------------  -------------------

GROSS MARGIN                                        48,492                    -               48,655

GENERAL AND ADMINISTRATIVE EXPENSES                135,726               18,203              246,373
                                        -------------------  -------------------  -------------------

NET LOSS                                $          (87,234)  $          (18,203)  $         (197,718)
                                        ===================  ===================  ===================

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

*  Less  than  $.01  per  share

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       18
<PAGE>
<TABLE>
<CAPTION>
                                               CITIZENS CAPITAL CORP.
                                              (A DEVELOPMENT STAGE COMPANY)

                                       NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                          CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)

                                                  Preferred Stock         Common Stock       Additional        Note
                                               ---------------------  --------------------    Paid-In       Receivable
                                                Shares      Amount      Shares     Amount     Capital       from ESOP
                                               ---------  ----------  ----------  --------  ------------  -------------
<S>                                            <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)             -

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

Cumulative net loss through December 31,
  1996                                                 -           -           -         -            -              -
                                               ---------  ----------  ----------  --------  ------------  -------------

BALANCES, December 31, 1996                    1,000,000   1,000,000  22,500,000   225,000   (1,156,904)             -

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              -

Net loss for the year                                  -           -           -         -            -              -
                                               ---------  ----------  ----------  --------  ------------  -------------

BALANCES, December 31, 1997                    1,000,000   1,000,000  25,500,000   255,000   (1,177,597)             -

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              -

Net loss for the year                                  -           -           -         -            -              -
                                               ---------  ----------  ----------  --------  ------------  -------------

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

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

Net loss for the year                                  -           -           -         -            -              -
                                               ---------  ----------  ----------  --------  ------------  -------------

BALANCES, December 31, 1999                    1,000,000   1,000,000  40,500,000   405,000   48,805,285    (50,100,000)

Common stock issued and options for
  services                                             -           -      10,000       100       30,000              -

Contribution by stockholder during 2000                -           -           -         -        1,623              -

Net loss for  year                                     -           -           -         -            -              -
                                               ---------  ----------  ----------  --------  ------------  -------------

BALANCES, December 31, 2000                    1,000,000  $1,000,000  40,510,000  $405,100  $48,836,908   $(50,100,000)
                                               =========  ==========  ==========  ========  ============  =============

                                              Accumulated
                                                Deficit     Totals
                                               ----------  ---------
<S>                                            <C>         <C>
Common stock issued founder upon
  incorporation                                $       -   $      -

Common stock issued founder December 24,
  1993                                                 -          -

Preferred stock issued November 1, 1994                -     12,000

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

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

BALANCES, December 31, 1996                      (65,271)     2,825

Common stock issued for brand and service
  marks November 14, 1997                              -          -

Contributions by stockholder during 1997               -      9,307

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

BALANCES, December 31, 1997                      (74,928)     2,475

Common stock issued to ESOP May 8, 1998                -          -

Contributions by stockholder during 1998               -     15,563

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

BALANCES, December 31, 1998                      (92,281)       685

Contributions by stockholder during 1999               -     17,319

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

BALANCES, December 31, 1999                     (110,484)      (199)

Common stock issued and options for
  services                                             -     30,100

Contribution by stockholder during 2000                -      1,623

Net loss for  year                               (87,234)   (87,234)
                                               ----------  ---------

BALANCES, December 31, 2000                    $(197,718)  $(55,710)
                                               ==========  =========
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       19
<PAGE>
<TABLE>
<CAPTION>
                                               CITIZENS CAPITAL CORP.
                                            (A DEVELOPMENT STAGE COMPANY)

                                     NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                                                               Period from
                                                                                                Inception
                                                                                             (March 12, 1991)
                                                            Year Ended December 31,                 to
                                                           2000                1999          December 31, 2000
                                                   -------------------  -------------------  -------------------
<S>                                                <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                         $          (87,234)  $          (18,203)  $         (197,718)
  Adjustments to reconcile net loss to cash used by
    operating activities:
  Expenses paid by stockholder                                  1,623               17,319               95,083
  Services paid for with stock and options                     30,100                    -               30,100
  Depreciation and amortization                                 3,617                  290                7,197
  Increase in accounts receivable                              (3,487)                   -               (3,487)
  (Increase) decrease in prepaid expenses                       1,000               (1,000)                   -
  Increase (decrease) in accounts payable                      13,939               (1,000)              13,939
  Increase in credit card cash advances                        34,618                3,800               38,418
                                                   -------------------  -------------------  -------------------
    Net cash (provided) used by operating activities           (5,824)               1,206              (16,468)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of equipment                                       (31,004)                   -              (34,564)
  Payment for intangible assets                                     -                    -                 (400)
                                                   -------------------  -------------------  -------------------
    Net cash used by investing activities                     (31,004)                   -              (34,964)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Sale of stock and contribution by stockholder                     -                    -               16,825
  Loans from stockholders                                      26,714                    -               26,714
  Stockholders advances                                         8,270                    -                8,270
                                                   -------------------  -------------------  -------------------
    Net cash provided by financing activities                  34,984                    -               51,809
                                                   -------------------  -------------------  -------------------

NET INCREASE IN CASH                                           (1,844)               1,206                  377

CASH, beginning of period                                       2,221                1,015                    -
                                                   -------------------  -------------------  -------------------

CASH, end of period                                $              377   $            2,221   $              377
                                                   ===================  ===================  ===================

SUPPLEMENTAL INFORMATION -
  Interest paid during year                        $            1,718   $                -
                                                   ===================  ===================
</TABLE>

          SEE ACCOMPANYING NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


                                       20
<PAGE>
                             CITIZENS CAPITAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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. In 2000, Media
     Force  acquired  the assets of a printing business and the Company began to
     generate  revenues.

     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 6).

     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.


                                       21
<PAGE>
                             CITIZENS CAPITAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     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.  The  Company  had 400,000 common equivalent shares which
     were  antidilutive  in  all  periods  presented.

     The  weighted  average  number  of  shares outstanding used in the loss per
     share  computation  was  40,502,000  and  40,500,000  for  the  years ended
     December  31,  2000  and  1999,  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 $25,000 and
     $16,000  at  December  31,  2000 and 1999, respectively, resulting from net
     operating  loss  carryforwards (NOL) for tax which were fully reserved. The
     Company  had  no  material  deferred  tax liabilities. The Company's NOL at
     December  31,  2000  was  approximately $168,000 and it expires through the
     year  2020.

     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  THE 2001 FISCAL  YEAR
     -----------------------------------------------

     The Company's plan of operation for the 2001 fiscal year is to: (1) further
     the  development of its Media Force unit and continue with the introduction
     of its footwear products through SCOR unit 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 $2,800,000 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 fully 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.


                                       22
<PAGE>
                             CITIZENS CAPITAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.   ACQUISITION
     -----------

     In  July 2001, the Company acquired the assets and operations of a printing
     business  for  $31,000. The acquisition was accounted for as a purchase and
     the operations are consolidated with those of the Company beginning July 1,
     2000.  Unaudited  pro forma financial information is not presented, because
     prior  financial  information  on  the  printing  business is not currently
     available.

4.   CREDIT  CARD  CASH  ADVANCES
     ----------------------------

     The  Company  has  cash advances from a credit card outstanding at December
     31,  2000 of $38,418. These advances bear interest at 19.8% per annum as of
     December  31,  2000.

5.   ADVANCES  FROM  STOCKHOLDER
     ---------------------------

     The Company received advances totaling $8,720 from the major stockholder in
     2000.  These  advances  bear no interest and are expected to be repaid from
     available  working  capital  of  the  Compny.

6.   STOCKHOLDERS'  LOANS
     --------------------

     The  Company  has  received  unsecured  loans from stockholders as follows:

         8.50% loan dated May 22, 2000, due June 2003, payable in
             monthly installments of $616 beginning June 2000.       $19,514

         8.50% loan dated June 28, 2000, due July 2002, payable in
             monthly installments of $327 beginning August 2000.       7,200
                                                                    ---------
                                                                      26,714

               Current portion                                       (14,653)
                                                                    ---------

               Long-term portion                                    $ 12,061
                                                                    =========


Aggregate maturities or stockholder loans at December 31, 2000 are due in future
years  as  follows:

                       2001                             $  14,653
                       2002                                 9,045
                       2003                                 3,016
                                                        ---------
                                                        $  26,714
                                                        =========


                                       23
<PAGE>
                             CITIZENS CAPITAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.   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, 2000 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
     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.

8.   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,  2000  are  $457,914.

     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.


                                       24
<PAGE>
                             CITIZENS CAPITAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     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  7).

     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. Options of 100,000 shares of common stock were
     canceled  during  fiscal  year 2000 while options for 100,000 common shares
     under the same option plan were granted to a third party consultant on July
     1,  2000. At December 31, 2000, 175,000 options are exercisable. No options
     had  been  exercised as of December 31, 2000. The Company has estimated the
     fair  value  of  the options issued in 1998 to be immaterial at the date of
     grant.  The Company estimated the fair value of the options granted in 2000
     to  be  approximately $97,000 at the date of grant. The Company recorded an
     expense  of  $31,  000  for  the effect of these options for the year ended
     December  31,  2000.

9.   COMMITMENT
     ----------

     The  Company  has  entered  into  a  lease  agreement for the printing shop
     operations.  The  lease  expires  in  2003  and  provides for the following
     minimum  lease  payments:

                       2001                             $  24,000
                       2002                                24,000
                       2003                                10,000
                                                        ---------
                                                        $  58,000
                                                        =========

Rent  expense was $17,400 and $0 for the years ended December 31, 2000 and 1999,
respectively.

10.   FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
      ---------------------------------------

     Statement of Financial Accounting Standards No. 107, Disclosures about Fair
     Value  of  Financial  Instruments, requires the disclosure of the estimated
     fair  values  of  financial instruments as determined at discrete points in
     time  based  on  relevant  market  information.  These  estimates  involve
     uncertainties  and  cannot be determined with precision. The estimated fair
     values  of the Company's financial instruments, as measured on December 31,
     2000,  are  as  follows:

     Cash, accounts receivable, accounts payable and advances from stockholder -
     The  fair values approximate carrying amounts because of the short maturity
     of  those  instruments.


                                       25
<PAGE>
                             CITIZENS CAPITAL CORP.
                          (A DEVELOPMENT STAGE COMPANY)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     Credit  card  cash  advances  and loans from stockholders - the fair values
     approximate  carrying  values  due to the use of prevailing interest rates.

11.   CONCENTRATIONS
      --------------

     The  Company is currently generating revenues from only one market segment,
     printing.  A  geographic  concentration  exists  as  all these revenues are
     derived  from  a  storefront  in  DeSoto, Texas. Financial instruments that
     subject  the  Company  to  credit  risk  are primarily accounts receivable.

12.  SUBSEQUENT  EVENTS
     ------------------

     In  January  2001,  the Company placed orders for production of SCOR Brands
     footwear  products totaling approximately $1,600,000. As of April 10, 2001,
     the  Company had not received funding necessary to permit completion of the
     order.


                                       26
<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,  2000;  and 1999 and the period from inception (March 12, 1991) to
December  31,  2000.  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    37         D; CEO.; COB              9 years
Hubert H. Hawkins   68  D; V.P. Benefits; Secretary      3 years
Enos Harris         45            D; COO                 3 years


(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    37         D; CEO.; COB              9 years
Hubert H. Hawkins   68  D; V.P. Benefits; Secretary      3 years
Enos Harris         45            D; COO                 3 years

Identification  of  Certain  Significant  Employees

During  fiscal year 2000, the Company entered into a stock option agreement with
Mr.  Mark  Stein.  Mr.  Stein  has  been deemed a key contributor to the product
market  implementation  of  the  Company's SCOR unit.  As the Company enters new
markets  and expands its business operations, it may add contributors deemed key
by  the  Company  as  significant  to  meeting its overall 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.


                                       27
<PAGE>
Enos Harris, a Director, 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.

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, is
one  of  the Company's original investors.   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.

  (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


                                       28
<PAGE>
  (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, 2000.  No executive officer received total annual
salary,  bonus,  or  other  compensation in excess of $100,000 during the fiscal
year  ended  December  31,  2000.

<TABLE>
<CAPTION>
                                                  Summary Compensation Table
                                                              Annual compensation                            Long term compensation
                                                                                            Awards                  Payouts
                                                                                                Securities                All other
                                                                           Other                underlying                Compen
                                                                           annual    Restricted  options/     LTIP        sations
Name and principal position           Year       Salary($)    Bonus ($)    Compen-     stock     SARs(#)    Payouts ($)     ($)
                                                                           sation ($) award(s)
                  (a)                  (b)          (c)          (d)         (e)        (f)        (g)          (h)         (i)
<S>                                <C>          <C>           <C>         <C>        <C>        <C>         <C>           <C>
CEO, Billy D. Hawkins                     2000  $    0.00(1)  $  0.00(1)  $ 0.00(1)  $ 0.00(1)  100,000(1)  $    0.00(1)  $0.00(1)
CFO, Dwight Washington                    2000  $    0.00(2)  $  0.00(2)  $ 0.00(2)  $ 0.00(2)  100,000(2)  $    0.00(2)  $0.00(2)
COO, Enos Harris                          2000  $    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          2000  $    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,  2000.

(2)  Mr.  Washington resigned from  the Company effective August 1, 2000  to pursue other  opportunities.   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, 2000.
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 options were for a period  of  four  years beginning December 31, 1998.  No
options  have  been  exercised  as  of  December  31, 2000 by Mr. Washington and all remaining options are subject to cancellation
effective  with  Mr.  Washington's  resignation  from  the  Company.


                                       29
<PAGE>
(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, 2000.  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,  2000.

(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, 2000.  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,  2000.
</TABLE>

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, 2000,
consists  of  43,022,500  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, 2000, each stockholder known
to  the  Company  to  beneficially  own  more  than  5  percent of the Company's
outstanding  shares  of  common  stock.

<TABLE>
<CAPTION>
<S>                 <C>                       <C>                       <C>
(1) Title of Class  (2) Name and address of   (3) Amount and nature     (4) Percent of
                    beneficial owner          of beneficial ownership   class
Common Stock        The 3H Corporation                  24,949,050(1)            58.0%
                    P.O. Box 671304
                    Dallas, Texas 75367


                                       30
<PAGE>
Common Stock        Citizens Capital Corp.           15,000,000(2)(3)            35.0%
                    Employee Stock Ownership
                    Trust
                    P.O. Box 670406
                    Dallas, Texas 75367

<FN>
(1)  The  3H  Corporation  directly owns 23,101,052 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  899,999  additional common shares of the Company held by Brice
Street  Partners,  LtdMr.  Hawkins  in  his  role as sole trustee holds 947,999 common
shares  of  the  Company  held  by Settlers Frontier Mortgage Trust.  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;  Brice Street Partners, Ltd.  and
Settlers  Frontier  Mortgage  Trust.  As a result,  Mr. Hawkins may be deemed to be the
beneficial  owner  of  the  shares owned and/or controlled by The 3H Corporation, Brice
Street  Partners,  Ltd.  and  Settlers  Frontier  Mortgage  Trust.

(2)  Billy D. Hawkins, Chief Executive Officer; Chairman of the Board and 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. Billy D. Hawkins 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>

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 of   (4) Percent of
                    Beneficial Owner          Beneficial Ownership       Class
<S>                 <C>                       <C>                        <C>
Common Stock        Billy D. Hawkins                      24,949,050(1)            58.0%
Common Stock        Hubert H. Hawkins                        100,000(2)               *
Common Stock        Enos Harris                              100,000(3)               *
Common Stock        Directors and Executive              15,000,000 (4)            35.0%
                    Officers As A Group (5)
                    persons

<FN>
(*)  Less  than  1%

(1) The 3H Corporation  directly owns 23,101,052 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  899,999  additional  common shares of the Company held by Brice
Street Partners, LtdMr. Hawkins in his role as sole trustee holds 947,999 common shares
of  the  Company  held  by  Settlers  Frontier  Mortgage Trust.  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;  Brice  Street  Partners,  Ltd.  and
Settlers  Frontier  Mortgage  Trust.  As  a result,  Mr. Hawkins may be deemed to be the
beneficial  owner  of  the  shares  owned and/or controlled by The 3H Corporation, Brice
Street  Partners,  Ltd.  and  Settlers  Frontier  Mortgage  Trust.

(2)  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.

(3)  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.


                                       31
<PAGE>
(4)  Billy  D.  Hawkins, Chief Executive Officer; Chairman  of  the Board and 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. Billy D. Hawkins 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 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 nor Mr. Hubert H. Hawkins separately
hold  any interest in the trust's assets, Mr. Billy D. Hawkins and Mr. Hubert H.
Hawkins  may  be  said  to  have  shared  investment  power  over  said  assets.

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 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.


                                       32
<PAGE>
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 23,101,052 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 itsBlack 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.


                                       33
<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.


                                       34
<PAGE>
                                   EXHIBIT INDEX

                         SEE "EXHIBIT INDEX" ON PAGE 35

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:______________________________


                                       35
<PAGE>
                                  EXHIBIT INDEX

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                        22


(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.


                                       35
<PAGE>