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

                                   FORM 10-QSB

(Mark  One)

[x]  Quarterly report pursuant to section 13 or 15(d) of the Securities Exchange
     Act  of  1934  for  the  quarterly  period  ended  September  30,  1999.

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

Commission  file  number:  0-24344
CIK  number:  0000925535

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

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


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

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

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  [ ]

Number of shares outstanding of the issuer's common stock as of October 8, 1999:
40,500,000  shares  of  common  stock,  no  par  value.

Transitional  Small  Business  Disclosure  Format:

                          Yes  [ ]           No  [x]


                                        2
<PAGE>
<TABLE>
<CAPTION>
                              INDEX TO FORM 10-QSB

                                                            Page No.
                                                            --------
PART I
<S>                                                         <C>
             Item 1.  Financial Statements                         4


             Item 2.  Management's Discussion and Analysis         7
                      of Financial Condition

 PART II

             Item 1.  Legal Proceedings                            8

             Item 2.  Changes in Securities                        8

             Item 3.  Defaults Upon Senior Securities              9

             Item 4.  Submission of Matters to a Vote of           9
                      Securities Holders

             Item 5.  Other Information                           10

             Item 6.  Exhibits and Reports on Form 8-K            10
</TABLE>

                                        3
<PAGE>
                          PART I-FINANCIAL INFORMATION

The balance sheet as of September 30, 1999; statements of operations;  statement
of cash flows for the third quarter ended September 30, 1999 and 1998 were taken
from  the Company's books and records without audit.  However, in the opinion of
management, such information includes all adjustments (consisting only of normal
recurring  accruals)  which  are  necessary  to  properly  reflect the financial
position  of  the Company as of September 30, 1999 and results of operations for
the  third  quarter  ended September 30, 1999 and 1998.  Certain information and
footnote  disclosures  normally  included  in  financial  statements prepared in
accordance with generally accepted accounting principles have been condensed and
omitted,  although  management believes the disclosures are adequate to make the
information  presented  not  misleading.  These  interim  unaudited  financial
statements  should  be  read  in  conjunction  with the Company's audited annual
financial  statements  for the years ended December 31, 1998 and 1997 located in
the  Company's  Form  10-SB registration statement filed with the Securities and
Exchange  Commission  on  March  19,  1999.


     INDEX TO FINANCIAL STATEMENTS

                                                             Page No.
                                                             --------

     Consolidated Balance Sheets                                 5

     Consolidated Statements of Operations                       6

     Consolidated Statements of Cash Flows                       7

     Notes to Consolidated Financial Statements                  7

                                        4
<PAGE>
<TABLE>
<CAPTION>

Item  1.  Financial  Statements

                              CITIZENS CAPITAL CORP.
                          (a development stage company)

                           CONSOLIDATED BALANCE SHEETS

              For the Three Months Ended September 30, 1999 and 1998
                 AND THE PERIOD FROM INCEPTION(MARCH 12, 1991) TO
                                SEPTEMBER 30, 1999
                                   (Unaudited)

                                      ASSETS
                                      ------

<S>                                                                 <C>
CURRENT ASSET -
  Cash                                                              $      4,600

OFFICE EQUIPMENT, net of accumulated depreciation of $3,338                  222

INTANGIBLE ASSETS, net                                                       350
                                                                    -------------

        Total assets                                                $      5,172
                                                                    =============

                       LIABILITIES AND STOCKHOLDER'S EQUITY
                       ------------------------------------

CURRENT LIABILITIES -
  Accounts payable                                                  $      2,320

STOCKHOLDERS' EQUITY:
  Preferred stock, $1.00 stated value, 5,000,000 shares authorized;
     1,000,000 shares issued and outstanding                           1,000,000
  Common stock, no par value, 100,000,000 shares authorized;
     40,500,000 shares issued and outstanding ($.01 stated value)        405,000
     Additional paid-in capital                                       48,798,359
     Note receivable from ESOP                                       (50,100,000)
     Deficit accumulated during the development stage                   (100,507)
                                                                    -------------
        Total stockholders' equity                                         2,852
                                                                    -------------

        Total liabilities and stockholders' equity                  $      5,172
                                                                    =============
</TABLE>

                                        5
<PAGE>
<TABLE>
<CAPTION>
                             CITIZENS CAPITAL CORP.
                          (a development stage company)

                      CONSOLIDATED STATEMENTS OF OPERATIONS

             For the THREE Months Ended September 30, 1999 and 1998
                AND THE PERIOD FROM INCEPTION(MARCH 12, 1991) TO
                               SEPTEMBER 30, 1999
                                   (Unaudited)


                                            THREE Months Ended      Period from
                                        --------------------------   March 12,
                                               September 30,          1991 to
                                        --------------------------   SEPTEMBER
                                            1999          1998       30, 1999
                                        ------------  ------------  -----------
<S>                                     <C>           <C>           <C>
SALES                                   $         0   $         0   $      438

COST OF SALES                                     0             0          275
                                        ------------  ------------  -----------
                                                  0             0          163

GENERAL AND ADMINISTRATIVE EXPENSES           2,670         2,331      100,670
                                        ------------  ------------  -----------

NET LOSS                                $    (2,670)  $    (2,331)  $ (100,507)
                                        ============  ============  ===========

NET LOSS PER SHARE (BASIC AND DILUTED)  $        --   $        --

Weighted Average Shares                  40,500,000    22,500,000
                                        ============  ============
</TABLE>

                                        6
<PAGE>
<TABLE>
<CAPTION>
                                   CITIZENS CAPITAL CORP.
                                (a development stage company)

                            CONSOLIDATED STATEMENTS OF CASH FLOWS

                   For the THREE Months Ended September 30, 1999 and 1998
                      AND THE PERIOD FROM INCEPTION(MARCH 12, 1991) TO
                                     SEPTEMBER 30, 1999
                                         (Unaudited)


                                                   three months Ended
                                                      September 30,         Period  from
                                                   ------------------    March 12, 1991 to
                                                     1999      1998     September 30,  1999
                                                   --------  --------  ---------------------
<S>                                                <C>       <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                         $(2,670)  $(2,331)  $           (100,507)
                                                                       =====================
    Adjustments to reconcile net loss to cash
    used byoperating activities:
       Expenses paid by stockholder                  2,002     1,163                 81,784
       Depreciation and amortization                    98       168                  3,486
       Increase in accounts payable                    570     1,000                  2,320
                                                   --------  --------  ---------------------
          Net cash used by operating activities          -         -                (12,917)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchase of office equipment                           -         -                 (3,560)
  Payment for intangible assets                          -         -                   (250)
                                                   --------  --------  ---------------------
          Net cash used by investing activities          -         -                 (3,810)

CASH FLOWS FROM FINANCING ACTIVITIES -
  Sale of stock and contribution by stockholder      1,250       865                 23,662
                                                   --------  --------  ---------------------

NET INCREASE (DECREASE) IN CASH                      1,250       865                  6,935

CASH, beginning of period                            3,350       150                  1,015
                                                   --------  --------  ---------------------

CASH, end of period                                $ 4,600   $ 1,015                  7,950
                                                   ========  ========  =====================
</TABLE>

                             Citizens Capital Corp.
                   Notes to Consolidated Financial Statements
                                   (Unaudited)

1.  Unaudited  Information
--------------------------

See  notes  to  the  Company's  audited  financial  statements  included  in the
Company's  Form  10-SB  registration  statement  filed  with  the Securities and
Exchange  Commission  on  March  19,  1999.

                                        7
<PAGE>
Item  2.  Management's  Discussion  and  Analysis  of  Financial  Conditions and
Results  of  Operations

Citizens  Capital  Corp.  (the  "Company")  is  a development stage, acquisition
oriented,  holding  company  whose  objectives  are  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 and taking acquisition
initiatives  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  planned  business  ventures.

                              Results of Operations

Three  Months  Ended  September  30,  1999

REVENUES.  Revenue  of  $0  for the third quarter of 1999 compares to $0 for the
third  quarter  of  1998.  For the third quarter end 1999 and 1998 respectively,
the  Company's  products  and services were not introduced into their respective
markets.  As such, the Company generated no revenue for this period.  While very
competitive,  the Company believes that the markets for each of its products and
services  remain  strong.  In  order  to  facilitate  the  entry  of its initial
products and services into their respective markets, the Company has implemented
a  strategy  of  purchasing  revenue  streams  through  the acquisition of those
certain  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.

While the Company did not generate revenue for the comparative periods reported,
the  Company  believes  that  its  strategy  of pursuing the purchase of revenue
streams  through  the  merger  and acquisition process will allow the Company to
leverage  those  assets which may be acquired while maximizing use of the public
capital  markets.

In  addition  to introducing its own products and services into their respective
markets,  the  Company  intends to utilize the remainder of its 1999 fiscal year
focusing  on  identifying,  evaluating  and  pursuing suitable merger and/or the
acquisition  of those operating, revenue producing entities which offer products
and/or  services similar to, or the same as, those proposed by the Company.  The
Company  continues  in direct contact with various companies who may be suitable
acquisition candidates for the Company.  Moreover, the Company maintains ongoing
relationship  with  investment  banks  and business intermediaries who represent
companies  operating  in  various  industries  who  are  seeking to be acquired.

GROSS  PROFIT.  Gross  profit of $0 for the third quarter of 1999 compares to $0
for  the  third  quarter of 1998.  The lack of  gross profit for the comparative
periods  is  attributable  to a the lack of revenue and cost of revenue for said
periods.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSE.  Selling,  general  and
administrative  expenses  of  $2,670  for  the third quarter of 1999 compares to
$2,331  for  the  third  quarter  of 1998.  The increase in selling, general and
administrative  expenses  reflects a slight increase in the cost associated with
the  Company's  ongoing  identification,  evaluation  and  pursuit  of  suitable
acquisition  candidates.  As  the  Company  intensifies  its  efforts  for  the
remainder of its 1999 fiscal year, the Company expects that cost associated with
the  Company's  ongoing  identification,  evaluation  and  pursuit  of  suitable
acquisition  candidates  will  increase.

OTHER INCOME (EXPENSES).  The Company did not generate any other items of income
or  expense  for  the  third  quarter  of  1999  nor  the third quarter of 1998.

NET  INCOME (LOSS).  A net loss of $2,670 on revenue of $0 for the third quarter
of  1999 compares to a net loss of $2,331 on revenue of $0 for the third quarter
of  1998.  The  net loss reported by the Company for the attributable periods is
due  to  a  lack  of  revenue  generated  while administrative expenses remained
constant.

                                        8
<PAGE>
Liquidity  And  Capital  Resources

To continue its plan of operation for the remainder of its 1999 fiscal year, the
Company  expects to undertake capital obligations in order to market, distribute
and  expand  the  products  and/or  services  proposed  by  its  Landrush Realty
Corporation  (Landrush);  Media  Force Sports & Entertainment Inc. (Media Force)
and  SCOR  Brands  Inc.  (SCOR)  subsidiaries.

The Company expects to undertake initial capital obligations of $220,000 to hire
executive  management  and  general  administration  personnel  for  itself.
Subsequently,  the  Company  expects  to incur additional capital obligations of
$290,000  to  hire  management,  general  administration,  marketing  and  sales
personnel  for  each  of  Landrush;  Media Force and SCOR.  In order to fund the
continuance  of its operations, the Company expects to undertake working capital
obligations  of  $100,000 for itself and $100,000 each for Landrush; Media Force
and  SCOR.

The  Company  expects to expand the products and services proposed to be offered
by  Landrush; Media Force and SCOR primarily by acquiring those existing, income
producing operating entities that offer products and services similar to, or the
same  as,  those  offered  by Landrush; Media Force and SCOR.  To facilitate its
growth  and  expansion  plans  for  Landrush;  Media Force and SCOR, the Company
intends  to  obtain  loans  from  affiliates  of  the  Company in the amounts of
$415,000; $750,000 and $400,000 respectively for each of its three subsidiaries.

Plan  of  Operation

The Company's plan of operation for the remainder of its 1999 fiscal year is to:
(1)  introduce  into  the  consumer  marketplace  the  products  and/or services
proposed  by  its  three  subsidiaries:  Landrush,  Media Force and SCOR and (2)
continue  to identify, evaluate and pursue suitable merger and/or acquisition of
those  operating, income producing entities which offer products and/or services
similar  to,  or  the  same  as,  those  proposed  by  the  Company.

                            PART II-OTHER INFORMATION

Item  1.  Legal  Proceedings

None

Item  2.  Changes  in  Securities

None

Item  3.  Defaults  upon  Senior  Securities

None

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

None

                                        9
<PAGE>
Item  5.  Other  Information

None

Item  6.  Exhibits  and  Reports  on  Form  8-K

None

                                  EXHIBIT INDEX

                         SEE "EXHIBIT INDEX" ON PAGE 11

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.

Date:  October  8,  1999


                                       By:
                                            -------------------------
                                            Chief  Executive  Officer


                                       By:  /s/  Billy  D.  Hawkins
                                            -------------------------
                                            Chief Executive Officer

Citizens  Capital  Corp.
-----------------------
      (Registrant)

                                       10
<PAGE>
<TABLE>
<CAPTION>
                 EXHIBIT INDEX



Exhibit No  Description              Page No.
----------  -----------------------  --------
<C>         <S>                      <C>
      27.1  Financial Data Schedule        12
      27.2  Financial Data Schedule        13
</TABLE>

                                       11
<PAGE>