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  March  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:  0-29830

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

                              Texas     75-2368452
   (State or other jurisdiction of incorporation organization)     (IRS Employer
                               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  May 5, 2000:
40,500,000  shares  of  common  stock,  no  par  value.

Transitional  Small  Business  Disclosure  Format:

                         Yes    [  ]           No   [x]


<PAGE>
                              INDEX TO FORM 10-QSB

                                                            Page No.
                                                            --------
PART I

             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              8

             Item 4.  Submission of Matters to a Vote of           8
                            Securities Holders

             Item 5.   Other Information                           8

             Item 6.   Exhibits and Reports on Form 8-K            9


                                        2
<PAGE>
                          PART I-FINANCIAL INFORMATION

The  balance  sheet as of March 31, 2000; statements of operations; statement of
cash flows for the first quarters ended March 31, 2000 and 1999 respectively and
the period from inception (March 12, 1991) to March 31, 2000 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 March 31, 2000 and results of operations for the
first  quarter  ended March 31, 2000 and 1999.  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, 1999 and 1998 located in
the  Company's  Form 10-KSB annual report filed with the Securities and Exchange
Commission  on  March  30,  2000.


           INDEX TO FINANCIAL STATEMENTS

                                                        Page No.
                                                        --------

              Consolidated Balance Sheets                      4

              Consolidated Statements of Operations            5

              Consolidated Statements of Cash Flows            6

              Notes to Consolidated Financial Statements       7


                                        3
<PAGE>
Item  1.  Financial  Statements

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

                           CONSOLIDATED BALANCE SHEETS

                               AS OF March 31, 2000

                                      ASSETS
                                      ------

<S>                                                                 <C>
CURRENT ASSETS -
Cash                                                                $         14
     Prepaid Expenses                                                      1,000
                                                                    -------------
           Total current assets                                            1,014

OFFICE EQUIPMENT, net of accumulated depreciation of $3,500                   60

OTHER ASSETS
    Intangible Assets, net                                                   320
                                                                    -------------

Total Assets                                                        $      1,394
                                                                    -------------

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

CURRENT LIABILITIES -
Accounts payable                                                    $          0
     Credit card cash advances                                             3,800

                    Total Current Liabilities                              3,800



            Total Liabilities                                          _$__3,800
                                                                    -------------

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                                            48,805,285
Note receivable from ESOP                                            (50,100,000)
Deficit accumulated during the development stage                        (113,817)
                                                                    -------------
Total stockholders'equity                                                 (2,406)
                                                                    -------------

Total liabilities and stockholders' equity                          $      1,394
                                                                    =============
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                               CITIZENS CAPITAL CORP.
                            (a development stage company)

                        CONSOLIDATED STATEMENTS OF OPERATIONS

                 For the THREE Months Ended march 31, 1999 and 1998
                  AND THE PERIOD FROM INCEPTION(MARCH 12, 1991) TO
                                   march 31, 2000
                                     (Unaudited)


                                         THREE Months Ended
                                               march 31,             Period from
                                        -------------------------- March 12, 1991 to
                                            2000          1999       March 31, 2000
                                        ------------  ------------  ----------------
<S>                                     <C>           <C>           <C>
SALES                                   $         0   $         0   $           438

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

GENERAL AND ADMINISTRATIVE EXPENSES           3,333         5,556           113,398
                                        ------------  ------------  ----------------

NET LOSS                                $    (3,333)  $    (5,556)  $      (113,817)
                                        ============  ============  ================

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

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


                                        5
<PAGE>
<TABLE>
<CAPTION>


                                  CITIZENS CAPITAL CORP.
                              (a development stage company)

                          CONSOLIDATED STATEMENTS OF CASH FLOWS

                    For the THREE Months Ended march 31, 2000 and 1999
                     AND THE PERIOD FROM INCEPTION(MARCH 12, 1991) TO
                                      march 31, 1999
                                       (Unaudited)


                                                      three months
                                                     Ended march 31,      Period  from
                                                   ------------------   March 12, 1991 to
                                                     2000      1999     March  31,  2000
                                                   --------  --------  ------------------
<S>                                                <C>       <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                           $(3,333)  $(5,556)  $        (113,817)
                                                                       ==================
Adjustments to reconcile net loss to cash used by
       operating activities:
Expenses paid by stockholder                             0     3,693              94,000
Depreciation and amortization                            0        98               3,580
Increase (Decrease) in Credit Cards advances             0         0               3,800
Increase (Decrease) in Prepaid Expenses                  0         0              (1,000)
0Increase (Decrease) in accounts payable                 0       750                   0
                                                   --------  --------  ------------------
Net cash used by operating activities               (3,333)   (1,015)            (13,437)

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of office equipment                             -         -              (3,560)
Payment for intangible assets                            -         -                (400)
                                                   --------  --------  ------------------
Net cash used by investing activities                    -         -              (3,960)

CASH FLOWS FROM FINANCING ACTIVITIES -
Sale of stock and contribution by stockholder        1,126     3,350              17,411
                                                   --------  --------  ------------------

NET INCREASE (DECREASE) IN CASH                     (2,207)    2,335                  14

CASH, beginning of period                            2,221     1,015                   0
                                                   --------  --------  ------------------

CASH, end of period                                $    14   $ 3,350   $              14
                                                   ========  ========  ==================
</TABLE>


                                        6
<PAGE>
                                     ------
                             Citizens Capital Corp.
                          (a development stage company)

                   Notes to Consolidated Financial Statements
                                   (Unaudited)

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

The  consolidated  balance  sheet  as  of  March  31,  2000 and the consolidated
statements  of  operations  for the three month periods ended March 31, 2000 and
1999 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
consolidated  financial  position  of  the  Company as of March 31, 2000 and the
results  of  operations  for  the  three  months  ended March 31, 2000 and 1999.

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  March  31,  2000

REVENUES.  Revenue  of  $0  for the first quarter of 2000 compares to $0 for the
first  quarter  of  1999.  For the first quarter end 2000 and 1999 respectively,
the  Company's  products  and services were not introduced into their respective
markets.  As such, the Company generated no revenue for this period. The Company
has  completed  primary  development of its initial products and services and is
currently  preparing  said products and services for entry into their respective
markets.  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 may provide the
Company  with  complementary  additions  to  its  existing  operations,  assets,
products  and/or  services.

While the Company did not generate revenue for the comparative periods reported,
the Company believes that the initial introduction of its developed products and
services  into  the  market  place  will  establish  and increase its ability to
generate  revenue.  In  addition,  the  Company  believes  that  its strategy of
pursuing  the  purchase  of  revenue  streams through the merger and acquisition
process  and/or the creation of various joint ventures will allow the Company to
accelerate  the  rate  in  which  it  establishes  and  generates  revenue.

In  addition  to introducing its own products and services into their respective
markets,  the  Company  intends to utilize the remainder of its 2000 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.


                                        7
<PAGE>

GROSS  PROFIT.  Gross  profit of $0 for the first quarter of 2000 compares to $0
for  the  first  quarter of 1999.  The lack of  gross profit for the comparative
periods  is  attributable to a the lack of revenue and cost of revenue generated
for  said  periods.  For  the  first quarter end 2000 and 1999 respectively, the
Company's  products  and  services  were  not  introduced  into their respective
markets, as such, the Company did not report any gross profit for the respective
periods.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSE.  Selling,  general  and
administrative  expenses  of  $3,333  for  the first quarter of 2000 compares to
$5,556  for  the  first  quarter  of  1999. The decrease in selling, general and
administrative  expenses reflects a reduction in the general expenses associated
with  the  Company's  operations  for the period.  As the Company introduces its
products  and  services  into  the market place during the remainder of its 2000
fiscal  year,  the  Company expects its selling, general and administrative cost
shall  increase.  In  addition,  for  the remainder of its 2000 fiscal year, the
Company  expects  selling,  general and administrative cost shall increase as it
continues its ongoing identification, evaluation and pursuit of suitable merger,
acquisition  and/or  joint  venture  candidates.

OTHER INCOME (EXPENSES).  The Company did not generate any other items of income
or  expense  for  the  first  quarter  of  2000  nor  the first quarter of 1999.

NET  INCOME (LOSS).  A net loss of $3,333 on revenue of $0 for the first quarter
of  2000 compares to a net loss of $5,556 on revenue of $0 for the first quarter
of  1999.  The  net loss reported by the Company for the attributable periods is
due  to  a  lack  of  revenue  generated  while  general administrative expenses
associated  with  operations  remained  constant.

Liquidity  And  Capital  Resources

To continue its plan of operation for the remainder of its 2009 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
$100,000;  $100,000  and  $300,000  to  hire management, general administration,
marketing  and  sales  personnel  for  each  of  Landrush;  Media Force and SCOR
respectively.  In  order  to fund the continuance of its operations, the Company
expects  to  pursue  working  capital lines of credit of $100,000 for itself and
$100,000  each  for  Landrush;  Media  Force  and  SCOR  respectively.

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  pursue  loans  from  affiliates  of  the Company and/or third party
lenders  in the amounts of $415,000; $200,000 and $750,000 respectively for each
of  its  three  subsidiaries.

Plan  of  Operation

The Company's plan of operation for the remainder of its 2000 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.


                                        8
<PAGE>

                            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

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:  May  8,  2000


                                            By:  _________________

                                            Chief  Executive  Officer


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




                [THE REMAINDER OF PAGE LEFT BLANK INTENTIONALLY]




                                        9
<PAGE>
                                  EXHIBIT INDEX


                     Exhibit No     Description     Page No.
                     ----------     -----------     -------

                     27.1     Financial Data Schedule     12
                     27.2     Financial Data Schedule     13


                                       10
<PAGE>