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  June  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

                             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  [ ]         No  [x]

Number of shares outstanding of the issuer's common stock as of August 10, 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 June 30, 1999; statements of operations;  statement of
cash  flows  for the second quarter ended June 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 June 30, 1999 and results of operations for the
second  quarter  ended June 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.

<TABLE>
<CAPTION>

     INDEX TO FINANCIAL STATEMENTS

                                                         Page No.
                                                         --------
<S>                                                      <C>
             Consolidated Balance Sheets                        4

             Consolidated Statements of Operations              5

             Consolidated Statements of Cash Flows              6

             Notes to Consolidated Financial Statements         6
</TABLE>

                                        4
<PAGE>
<TABLE>
<CAPTION>
Item  1.  Financial  Statements


                              CITIZENS CAPITAL CORP.
                          (a development stage company)

                           CONSOLIDATED BALANCE SHEETS

                 For the Six Months Ended June 30, 1999 and 1998
                 AND THE PERIOD FROM INCEPTION(MARCH 12, 1991) TO
                                  JUNE 30, 1999
                                    (Unaudited)

                                      ASSETS
                                      ------

CURRENT  ASSET  -
<S>                                                                 <C>
Cash                                                                $      3,350

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

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

Total assets                                                        $      3,922
                                                                    =============

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

CURRENT LIABILITIES -
Accounts payable                                                    $      1,750

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                                            48,795,009
Note receivable from ESOP                                            (50,100,000)
Deficit accumulated during the development stage                         (97,837)
                                                                    -------------
Total stockholders' equity                                                 2,172
                                                                    -------------

Total liabilities and stockholders' equity                          $      3,922
                                                                    =============
</TABLE>

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

                       CONSOLIDATED STATEMENTS OF OPERATIONS

                  For the SIX Months Ended June 30, 1999 and 1998
                  AND THE PERIOD FROM INCEPTION(MARCH 12, 1991) TO
                                   JUNE 30, 1999
                                    (Unaudited)


                                         SIX Months Ended June 30,    Period from
                                        --------------------------  March 12, 1991 to
                                            1999          1998       JUNE 30, 1999
                                        ------------  ------------  ---------------
<S>                                     <C>           <C>           <C>
SALES                                   $         0   $       438   $          438

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

GENERAL AND ADMINISTRATIVE EXPENSES           5,556         4,379           98,000
                                        ------------  ------------  ---------------

NET LOSS                                $    (5,556)  $    (4,216)  $      (97,837)
                                        ============  ============  ===============

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 SIX Months Ended June 30, 1999 and 1998
                    AND THE PERIOD FROM INCEPTION(MARCH 12, 1991) TO
                                     JUNE 30, 1999
                                      (Unaudited)


                                                      six months
                                                     Ended June 30,       Period from
                                                   ------------------  March 12, 1991 to
                                                     1999      1998     June 30,  1999
                                                   --------  --------  ----------------
<S>                                                <C>       <C>       <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                           $(5,556)  $(4,216)  $       (97,837)
                                                                       ================
Adjustments to reconcile net loss to cash used by
   operating activities:
Expenses paid by stockholder                         3,693     3,048            79,684
Depreciation and amortization                           98       168             3,388
Increase in accounts payable                           750     1,000             1,750
                                                   --------  --------  ----------------
Net cash used by operating activities               (1,015)        -           (13,015)

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        3,350       865            20,175
                                                   --------  --------  ----------------

NET INCREASE (DECREASE) IN CASH                      2,335       865             3,350

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

CASH, end of period                                $ 3,350   $ 1,015             4,365
                                                   ========  ========  ================
</TABLE>

                                        7
<PAGE>
                             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.

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

Six  Months  Ended  June  30,  1999

REVENUES.  Revenue of $0 for the second quarter of 1999 compares to $438 for the
second  quarter of 1998.  For the second quarter end 1999 and 1998 respectively,
the  Company's  products  and  services  were  not  fully  introduced into their
respective  markets.  Revenue for the second quarter ended June 30, 1998 consist
entirely  of  products offered by the Company's SCOR Brands unit.  Moreover, for
the  same  period  ended June 30, 1999, the Company's revenue decreased due to a
change  in  its  operational  strategy.  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 elected to implement 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's  revenue  for  the  comparative period reported reflects a
decrease,  the Company believes that its strategy of seeking to purchase revenue
streams  through  the  merger  and acquisition process will allow the Company to
leverage  any  assets  acquired,  gain  greater  access  to  capital and thereby
expedite  revenue  growth  for  each  of  its  business  segments.

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 second quarter of 1999 compares to
$163  ,  or  37.2  percent  of  revenues,  for  the second quarter of 1998.  The
reduction  of gross profit in the current quarter is attributable to the lack of
revenue  generated  in  the  second  quarter  of  1999.

SELLING,  GENERAL  AND  ADMINISTRATIVE  EXPENSE.  Selling,  general  and
administrative  expenses  of  $5,556  for the second quarter of 1999 compares to
$4,379  for  the  second  quarter of 1998.  The increase in selling, general and
administrative  expenses  reflects  an  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  second  quarter  of  1999 nor the second quarter of 1998.

NET INCOME (LOSS).  A net loss of $5,556 on revenue of $0 for the second quarter
of  1999  compares  to  a  net  loss of $4,216 on revenue of $438 for the second
quarter  of  1998.

                                        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

The  Company has 100,000 class A warrants outstanding as of June 30, 1999.  Each
one  (1)  warrant gives the holder thereof the entitlement to purchase from, the
Company,  ten  (10)  shares  of  the  Company's common stock at $0.01 per share.
1,000,000  shares  of the Company's class A common stock are subject to issuance
from  the  exercise  of  said  100,000  class  A  warrants  outstanding.

Said warrants have a perpetual life until that time in which the common stock of
the  Company  is  registered  for  public  sale with the Securities and Exchange
Commission pursuant to the Securities Act of 1933 ("Act") or the Exchange Act of
1934  ("Exchange  Act").  After  such  time  that  the  Company's  registration
statement  for  the  public  sale  of  its  Common  Stock becomes effective, the
warrants  herein  offered  shall no longer have a perpetual life.  Instead, said
warrants  shall  have  a  life of 30 days.  Said 30 days shall commence and take
effect  and  be  counted from the date that the Company's registration statement
for  the  public sale of its common stock becomes effective under the ("Act") or
("Exchange  Act") unless such time period is extended or waived by a vote of the
Company's  Board  of  Directors.

                                        9
<PAGE>
In  order  to  forestall  the  immediate  further  dilution  of its common stock
outstanding,  the board of directors, at a special meeting held on June 6, 1999,
resolved  to waive the requirement that holders of its class A warrants exercise
said warrants no more than 30 days from the date that the Company's registration
statement  for the public sale of its common stock becomes effective pursuant to
("Exchange  Act").  As  a  result,  the  Company's class A warrants retain their
perpetual  life  and  may  be  exercised  at  the discretion of class A warrants
holders  at  any  time.

Item  3.  Defaults  upon  Senior  Securities

None

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

None

                                       10
<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: August 10, 1999


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


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

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

                                       11
<PAGE>
                                  EXHIBIT INDEX


Exhibit No                             Description
----------     --------------------------------------------------------------

27.1           Financial Data Schedule for the Six Months Ended June 30, 1999

27.2           Financial Data Schedule for the Six Months Ended June 30, 1998


                                       12
<PAGE>