10-K

United States

Securities and Exchange Commission

Washington, D. C. 20549

FORM 10-K

(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, 2010.

[  ]   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 of incorporation organization)	(IRS Employer Identification No.)
3537 Ridgebriar; Dallas, Texas 75234 * Mailing Address: P. O. Box 670406, Dallas, Texas 75367
(Address of principal executive offices)
Issuer’s telephone number, including area code:  (469) 359-3868
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Class A; no par; common stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.      Yes    [x]           No   [ ]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes    [x]           No   [ ]

Indicate by check mark whether the registrant (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]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this chapter) during the preceding 12 months (or  for such shorter period that the registrant was required to submit and post such files).        Yes    [ ]           No   [x]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (229.405 of this chapter)   is not contained  herein, and will not 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-K or any amendment to Form 10-K.   [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or  a  smaller  reporting Registrant.  See the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting Registrant” in Rule 12b-2 of the Exchange Act.

Large accelerated filer    [ ]   Accelerated filer    [ ]    Non-accelerated filer    [ ]   Smaller reporting Registrant     [x]

Indicate by check mark whether the registrant is a shell Registrant (as defined in Rule 12b-2 of the Act).    Yes    [ ]         No   [x]

The aggregate market value of common stock held by non-affiliates of the registrant, based on the closing price for the registrant’s common stock on the Pink OTC Markets Inc. on the last business day of the registrant’s most recently completed third fiscal quarter (September 30, 2010) was approximately $0.

The number of shares outstanding for the registrant’s common stock as of December  31, 2010  was:  48,022,500

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CITIZENS CAPITAL CORP.
INDEX TO 10-K Annual Report
	Page No.
Cautionary Note on Forward-Looking Statements
Explanatory Note
PART I
Item. 1.  Description of Business	5
Item 1A. Risk Factors	18
Item 1B. Unresolved Staff Comments	22
Item 2.  Description of Property	22
Item 3.  Legal Proceedings	22
Item 4.  Removed and Reserved	22
PART II
Item 5. Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities	23
Item 6.    Select Financial Data	23
Item 7.  Management’s Discussion and Analysis of Financial Conditions and Results of Operations	24
Item 7A. Quantitative and Qualitative Disclosure About Market Risk	29
Item 8.     Financial Statements and Supplemental Data	29
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	53
Item 9A   Controls and Procedures	57
Item 9B.   Other Information	57
PART III
Item 10.  Directors, Executive Officers, Promoters and Control Persons; Compliance with Section 16(a) of the Exchange Act.	58
Item 11. Executive Compensation	60
Item 12. Security Ownership of Certain Beneficial Owners and Management	61
Item 13. Certain Relationships and Related Transactions	62
Item 14. Principal Accounting Fees and Services	64
PART IV
Item 15. Exhibits, Financial Statements,  Schedules	65

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Cautionary Note on Forward-Looking Statements

Certain statements discussed in this report constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, the provisions of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Forward-looking statements include financial projections, statements of plans and objectives for future operations, statements of future economic performance, and statements of assumptions relating thereto. Forward-looking statements are often identified by future or conditional words such as “will”, “plans”, “expects”, “intends”, “believes”, “seeks”, “estimates”, or “anticipates”, or by variations of such words or by similar expressions. There can be no assurances that forward looking statements will be achieved. By their very nature, forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause our actual results or performance to differ materially from those expressed or implied by such forward-looking statements. Important risks, uncertainties, and other factors that could cause our actual results to differ materially from our forward-looking statements include, among others:

• risks relating to the filing of our Securities and Exchange Commission (“SEC”) reports, including the occurrence of known contingencies or unforeseen events that could delay our plan for completion of our outstanding financial statements, management distraction, and significant expense;

• risk associated with the SEC’s initiation of an administrative proceeding on May 23, 2011 to suspend or revoke the registration of our common stock under the Exchange Act due to our previous failure to file an annual report on Form 10-K or For 10-KSB since December 31, 2001 or a quarterly report on either Form 10-Q or Form 10-QSB since September 30, 2001;

• uncertainty regarding the impact of general economic conditions on our business;

• risk that customers or partners delay or cancel orders or are unable to honor contractual commitments due to liquidity issues, challenges in their business, or otherwise;

• risk that we will experience liquidity or working capital issues and related risk that financing sources will be unavailable to us on reasonable terms or at all;

• uncertainty regarding the future impact on our business of the SEC’s administrative proceeding, including customer, partner, employee, and investor concern and potential customer and partner transaction deferrals or losses;

• risks relating to the remediation or inability to adequately remediate internal control weaknesses in order to produce accurate SEC reports on a timely basis;

• risks relating to our implementation and maintenance of adequate systems and internal controls for our current and future operations and reporting needs;

• risk associated with current or future regulatory actions or private litigations relating to or delay in timely making required SEC filings;

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• risk that we will be unable to list or re-list our common stock on a national securities exchange, the Over- the- Counter bulletin board or other quotation service and maintain such listing;

• risks due to aggressive competition in all of our markets, including with respect to maintaining sufficient levels of investment in the business and with respect to introducing quality products which achieve market acceptance;

• risks created by competitors or introduction of large competitors in our markets with greater resources than us;

• risks associated with our ability to recruit and retain qualified;

• challenges in accurately forecasting revenue and expenses;

• risks associated with acquisitions and related system integrations;

These risks and uncertainties, as well as other factors, are discussed in greater detail in “Risk Factors” under Item 1A of this report. Readers are cautioned not to place undue reliance on forward-looking statements, which reflect our management’s view only as of the filing date of this report. We make no commitment to revise or update any forward-looking statements in order to reflect events or other circumstances after the date any such statement is made, except as otherwise required under the federal securities laws. If we were in any particular instance to update or correct a forward-looking statement, investors and others should not conclude that we would make additional updates or corrections thereafter except as otherwise required under the federal securities laws.

Explanatory Note

General. This is the first periodic report of Citizens Capital Corp. (together with its consolidated subsidiaries, “Citizens Capital”, the “Company”, the Registrant”, “we”, “us”, and “our”, unless the context indicates otherwise) covering periods after September 30, 2001.

Readers should be aware that several aspects of this report differ from other annual reports. First, this report is for each of the years ended December 31, 2010, December 31, 2009, December 31, 2008, December 31, 2007, December 31, 2006, December 31, 2005, December 31, 2004, December 31, 2003, December 31, 2002, and December 31, 2001, respectively, in lieu of filing separate reports for each of those years.

Further, in relationship to the December 31, 2010, December 31, 2009, December 31, 2008, December 31, 2007, December 31, 2006, December 31, 2005, December 31, 2004, December 31, 2003, December 31, 2002, and December 31, 2001 fiscal periods, the Company was in an inactive entity pursuant to Rule 17 CFR 210.3-11. Rule 17 CFR 210.3-11 states that if a registrant is an inactive entity as defined below, the financial statements required by this regulation for purposes of reports pursuant to the Securities Exchange Act of 1934 may be un-audited. An inactive entity is one meeting all of the following conditions: (a) Gross receipts from all sources for the fiscal year are not in excess of $100,000;  (b) the registrant has not purchased or sold any of its own stock, granted options therefore, or levied assessments upon outstanding stock, (c) Expenditures for all purposes for the fiscal year are not in excess of $100,000; (d) No material change in the business has occurred during the fiscal year, including any bankruptcy, reorganization, readjustment or succession or any material acquisition or disposition of plants, mines, mining equipment, mine rights or leases; and (e) No exchange upon which the shares are listed, or governmental authority having jurisdiction, requires the furnishing to it or the publication of audited financial statements.

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Second, because of the amount of time that has passed since our last periodic report was filed with the Securities and Exchange Commission (the “SEC”), the information relating to our business and related matters is focused on our more recent periods and also includes certain information for periods after December 31, 2010. Finally, we intend to file, as soon as practicable, our Quarterly Reports on Form 10-Q for each of the quarters ended March 31, 2011 and June 30, 2011, respectively.

The Company has provided financial statements and select financial information for its fiscal periods ended December 31, 2001 thru December 31, 2010. As an inactive entity for the referenced periods, the Company has determined that the financial information for the same December 31, 2001 thru December 31, 2010 quarterly periods are immaterial.  As such, the Company does not intend to provide data for any of the quarters for the years ended December 31, 2001 thru December 31, 2010, respectively.

On December 23, 2009, as we previously reported, we received an additional “Wells Notice” from the staff of the SEC relating to our failure to timely file our periodic reports under the Exchange Act. On March 3, 2010, the SEC issued an Order Instituting Proceedings (“OIP”) pursuant to Section 12(j) of the Exchange Act to suspend or revoke the registration of our common stock because of our failure to file an annual report on either Form 10-K or Form 10-KSB since April 25, 2005 or quarterly reports on either Form 10-Q or Form 10-QSB since December 12, 2005. An Administrative Law Judge will consider the evidence in the Section 12(j) proceeding and has been directed in the OIP to issue an initial decision within 120 days of service of the OIP. We are currently evaluating the Section 12(j) OIP, including available procedural remedies and intend to defend against the possible suspension or revocation of the registration of our common stock.

PART I

Description of Business

Item 1.  Business

As discussed under “Explanatory Note”, this report covers each of the years ended January 31, 2008, 2007, and 2006. As such, the information relating to our business and related matters set forth below includes information for each of those years. However, as a result of the gap in our public financial reporting and the significant changes we have made to our business in the interim, the information in this Item 1 focuses on our more recent periods and also includes certain updated information for periods after January 31, 2008.

General

Citizens Capital Corp. (the "Company") is a development stage holding company based in Dallas, Texas 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.

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For the purpose of entering into the residential mortgage 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® and The Cash-Out Mortgage ReFinancer® 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® to Landrush in exchange for 333,334 shares of Landrush common stock.

As of December 31, 2010, the Company continues to hold the exclusive marketing rights to both the Texas Home Equity ReFund® and the Cash-Out Mortgage ReFinancer® products. However, the Company is not actively marketing, licensing or operating either of its Texas Home Equity ReFund® or Cash-Out Mortgage ReFinancer® products in the consumer market place.

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 Newsâ 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 footwear 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® brand athletic shoe and apparel logo to SCOR in exchange for 19,333,334 shares of SCOR common stock.

On March 19, 1999, pursuant to the Exchange Act of 1934, as amended, the Company filed a Form 10 registration statement and thereby registered with the United States Securities and Exchange Commission, 39,500,000 shares of its Class A; common stock for secondary market trading.  Said Form 10 registration statement became effective on or about May 16, 1999. The 39,500,000 common shares included 15,000,000 common shares initially held by the Company’s ESOP Trust.

In 2000, the Company acquired the assets of a printing business for integration into its Media Force unit and the Company primarily through this unit began to generate revenues.

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) based broadband networks.

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with SCOR on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate Re-Marketing, pre-registration and pre-public market movement of SCOR shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a portal designation on November 8, 2001.

Facilitated by China based contract footwear manufacturers, the Company moved its SCOR brand athletic footwear into full production on January 24, 2002 with the production of 2,928 pairs of SCOR branded footwear in the basketball and running shoe categories to be sold at its SCOR online store at: http://scorbrands.com. Effective August 15, 2002, the Company elected to temporarily suspend all SCOR brand footwear marketing and production due to difficulties in securing sufficient working capital.  As of December 31, 2009, the Company continues to own the exclusive marketing and distribution rights to the SCOR brand footwear and apparel products, as well as, the scorbrands.com domain.  The Company holds 29,233,334 shares of SCOR 144A common stock or 97.4% of said common stock outstanding.

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Due to a general decline in the commercial printing business specifically, and a decline in the United States economy generally, precipitated by the closing of the United States stock market for three (3) consecutive days subsequent to the terrorist attacks on the United States on September 11, 2001; combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability. As such, the Company made the strategic decision to re-deploy its resources and discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003.

On January 1, 2008, the Company’s Media Force unit completed transformation and conversion of its Black Financial News® magazine publication into the Black Financial News® Network (BFNN) video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.

On February 5, 2008, the Company officially completed the internal development of the Dream League Football Association (DLFA), to include the design of its Dream League Football Association, league seal, the league brand and team logos for each of its twenty (20) initial teams.

The Company, through each of its twenty (20) DLFA teams, holds the exclusive television and radio broadcast rights, product manufacturing, product marketing, product merchandising and product distribution rights for each of its twenty (20) uniquely branded teams and team logos. Each the Company’s named DLFA teams as they pertain to their team brands and current cities of operation, respectively, are listed as follows:

Stampede (Austin, TX); Rustlers (Dallas, TX); Drillers (Houston, TX); Warriors (Oklahoma City, OK); River Wranglers (San Antonio, TX); Blackjacks (Las Vegas, NV); Stars (Los Angeles, CA); Mountaineers (Salt Lake City, UT); Pioneers (Portland, OR); Silicons (San Jose, CA); Gamblers (Newark, NJ); Gotham Gladiators (New York, NY); Liberty (Philadelphia, PA); Rhinos (Toronto, CN); Vultures (Richmond, VA); Bulldogs (Chicago, IL); Condors (Columbus, OH); Roaddoggs (Detroit, MI); Stallions (Louisville, KY); Cheezheads (Milwaukee, WI).

On March 15, 2009, the Company’s Media Force unit completed the internal development of its Black Financial News TV Network®, a CNN (Cable News Network) styled, 24/7, daily, broadband video delivered, financial, business and general news broadcast center whose content is targeted towards the global, black consumer market. Black Financial News TV Network® content is delivered both direct to home, via television set top box and to the personal computer (PC) and  transmitted over traditional digital terrestrial, as well as, next generation Internet Protocol (IP) networks through Over the top (OTT) video service providers, and to the subscribers of various multi-channel video, pay-television distribution system operators.

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On December 28, 2009, the Company entered into a Sell/Purchase Agreement (the “Purchase Agreement”) with DLFA Industries Inc. (“Industries”), a newly formed entity organized under the Laws of the State of Texas.  Pursuant to the terms of the Purchase Agreement, the Company agreed to sale, to Industries, all of the tangible and intangible assets (the “Assets”) of the Dream League Football Association, professional football league (the “League”) in exchange for the issuance of an aggregate of 250,000,000 shares of Industries’ common stock to the Company @ $0.20 per share or an aggregate common stock share value of $50,000,000, as payment in full, thereby causing Industries to hold 250,100,000 Industries common shares and thence become a 100% percent, wholly-owned subsidiary of the Company as of December 31, 2009.  Pursuant to a Form D; Notice of Securities Sales filed on January 7, 2010 with the Securities and Exchange Commission (File Number: 021-137524), Industries common stock, issued to the Company, were allocated in the following amounts and price per share pursuant to Regulation D; Rule 230.504 and 230.506 respectively, of the Securities Act of 1933, as amended.

1) 5,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.504.

2) 245,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.506.

For the period ended December 31, 2009, there was no public market value for Industries’ common stock. As such, the Company accounted for its aggregate 250,100,000 common share equity interest in Industries on the basis of the $0.0001 par value of Industries’ common stock at the close of the December 28, 2009 transaction between the Company and Industries. Thereby, for the period ended December 31, 2009, the Company recorded a value of $25,010 under the “Other Assets – Investments” section of its balance sheet representing its common stock, equity interest investment in Industries.

On Oct 21, 2010, the Company’s Black Financial News TV Network entered into a 10 year content licensing and distribution agreement with Memphis, Tennessee based Vivicast Media, LLC. (“Vivicast”). Vivicast is in the business of licensing television networks to third-party, multi-channel video pay-television distribution system owners that use CATV, SMATV, MMDS and alternative technology systems for distribution of television networks to their respective subscribers.

On Oct 21, 2010, the Company’s DLFA Industries Inc. unit’s Dream League TV Network entered into a 10 year content licensing and distribution agreement with Memphis, Tennessee based Vivicast Media, LLC. (“Vivicast”). Vivicast is in the business of licensing television networks to third-party, multi-channel video pay-television distribution system owners that use CATV, SMATV, MMDS and alternative technology systems for distribution of television networks to their respective subscribers.

As of the Company’s fiscal period ended December 31, 2010, the Company’s plans contemplate an ongoing pursuit of both synergistic and unrelated assets and/or corporate merger and acquisition opportunities while operating in the following four market segments: 1) commercial and multi-family residential real estate investment and development; 2) (a) specialty news broadcast; (b) broadband sports, information and entertainment television programming; and (c) broadcasting distribution; 3) the design, marketing and distribution of branded athletic shoes and apparel and 4) professional sports entertainment and broadcasting, through its four wholly owned subsidiaries: Landrush Realty Corporation (“Landrush” - 97%); Media Force Sports & Entertainment, Inc. (“Media Force”- 97%); SCOR Brands, Inc. (“SCOR” - 97% ) and DLFA Industries, Inc. (“Industries”- 100%). Operations since inception have primarily included expenditures related to development of the Company’s proposed business ventures.

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Bankruptcy, Receivership or Similar Proceeding

Neither the Company nor any of its subsidiary units are nor have bee subject to any bankruptcy, receivership or similar proceeds for the Company’s fiscal years ended December 31, 2008; 2009 or 2010 respectively.

Material Re-classification, Merger, Consolidation or Purchase or Sale of a Significant Amount of Assets

For the Company’s fiscal years ended December 31, 2008; 2009 or 2010 respectively, the Company was not subject to any re-classification, merger or consolidation transactions or proceedings.

On December 28, 2009, the Company entered into a Sell/Purchase Agreement (the “Purchase Agreement”) with DLFA Industries Inc. (“Industries”), a newly formed entity organized under the Laws of the State of Texas.  Pursuant to the terms of the Purchase Agreement, the Company agreed to sale, to Industries, all of the tangible and intangible assets (the “Assets”) of the Dream League Football Association, professional football league (the “League”) in exchange for the issuance of an aggregate of 250,000,000 shares of Industries’ common stock to the Company @ $0.20 per share or an aggregate common stock share value of $50,000,000, as payment in full, thereby causing Industries to hold 250,100,000 Industries common shares and thence become a 100% percent, wholly-owned subsidiary of the Company as of December 31, 2009.  Pursuant to a Form D; Notice of Securities Sales filed on January 7, 2010 with the Securities and Exchange Commission (File Number: 021-137524), Industries common stock, issued to the Company, were allocated in the following amounts and price per share pursuant to Regulation D; Rule 230.504 and 230.506 respectively, of the Securities Act of 1933, as amended.

1) 5,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.504.

2) 245,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.506.

For the period ended December 31, 2009, there was no public market value for Industries’ common stock. As such, the Company accounted for its aggregate 250,100,000 common share equity interest in Industries on the basis of the $0.0001 par value of Industries’ common stock at the close of the December 28, 2009 transaction between the Company and Industries.

Principal Products and Services

For the Company’s 2010 fiscal year ended December 31, 2010, the principal products and/or services engaged by the Company, separately and/or in conjunction with and/or on behalf of its Landrush; Media Force; SCOR and Industries’ subsidiaries are as follows:

The Company’s is engaged primarily in the research, evaluation and pursuit of: a) suitable merger and/or acquisition of existing corporate operating entities; b) the internal development and/or acquisition of those assets and/or product marketing and distribution rights which may provide an entry into new markets or serve as a complimentary addition to existing operations, assets, products and/or services.  The principal market for the Company’s products and services are: 1) its own current and future subsidiary units; 2) the corporate parent companies seeking to divest certain operating subsidiaries; divisions and/or operating assets; 3) M&A oriented investment banks, representing corporate parent companies seeking to divest certain operating subsidiaries; division and/or assets.

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Landrush completed the internal development of the Texas Home Equity ReFund®, Cash-Out Mortgage ReFinancer® and Home Equity Cashier® home equity brands.  Landrush has the exclusive marketing rights for each of the brands and each brand may be marketed and/or licensed to the public at the discretion and timing of Landrush. For the Company’s fiscal year ended December 31, 2010, neither of the Texas Home Equity ReFund®, the Cash-Out Mortgage ReFinancer® nor the Home Equity Cashier® home equity brand products are actively being marketed or licensed for use by the Company.

Further, Landrush is engaged in the research, evaluation and pursuit of suitable merger and/or asset acquisition opportunities in the commercial, hotel and/or multi-family residential real estate market in order to operate and/or lease said assets.

The principal market for Landrush's contemplated residential real estate development ventures are current apartment residents who seek high quality, alternative housing solutions which are conveniently located and affordably priced.  Landrush may utilize local and/or regional real estate professionals or hotel brand franchisors to market its proposed residential housing and/or hotel products and/or services.

The principal market for Landrush's contemplated commercial real estate developments are businesses whose principal activities involve the sale of retail products and/or services directly to the public; point to point distribution warehousing or light manufacturing businesses.  In order to market its contemplated commercial real estate projects, Landrush may work directly with potential tenants, as well as, with commercial real estate brokers to market its proposed commercial real estate properties and/or developments.

The principal products and/or services engaged in by Media Force are: a) its Black Financial News; video based specialty news, information and advertising based website located at the domain of; bfnnetwork.com; b) its contemplated Black Financial News; a broadband and digital terrestrial distributed TV network c) its contemplated 100+ channels; subscriber based; pay TV; sports and entertainment programming and distribution platform.

The principal market for Media Force's Black Financial News video based website and its contemplated Black Financial News; a broadband and digital terrestrial distributed TV Network, is the national African American community. The principal market for Media Force’s contemplated 100+ channels; sports and entertainment programming distribution platform is the general market consumer of sports and entertainment video content.

Media Force proposes to market both its Black Financial News video based website and its contemplated Black Financial News; broadband based TV Network through leading local, regional and nationally syndicated radio broadcast programs directed to the African American consumer market. Media Force intends to market its contemplated 100+ channels; sports and entertainment programming distribution platform to general market consumers of sports and entertainment content through various digital rights subscription resellers, as well as, through local, regional and nationally syndicated radio broadcast programs.

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The principal products and services engaged by SCOR are the SCOR® brand line of athletic shoes and apparel.

The principal market for the SCOR® brand line of athletic shoes and apparel is the general athletic, casual and recreational sports consumer market, as well as, the Company’s Industries unit, contemplated Dream League Football Association, professional football league. The Company contemplates SCOR being the official shoe of the Dream League Football Association, as well as, each of its contemplated twenty (20) teams.

SCOR intends to primarily market its SCOR® brand line of athletic shoes and apparel directly to consumers through its contemplated E-Commerce based website store operating through its currently existing scorbrands.com, internet domain.  Subsequently and secondarily, SCOR contemplates pursuing third-party distribution through various local, regional and national retail sporting goods and footwear stores.

The principal product and/or service contemplated by Industries is its Dream League Football Association (DLFA), a professional football league, with contemplated teams located in twenty (20) of the leading consumer markets in the United States.

The principal market for Industries’ DLFA professional football league are general sports consumers in those major and emerging growth metropolitan consumer markets which do not have professional football teams.

Industries’ intends to market its DLFA professional football league operations and games principally through its  dreamleaguefootball.com league website, as well as, through its own Dream League TV network, a broadband and digital terrestrial distributed, sports programming network. Industries also contemplates re-distributing its DLFA sports content to consumers in its twenty (20) target markets through various television channels and networks.

Status of Any Publicly Announced New Product or Service

As of the Company’s fiscal year ended December 31, 2010, the status of the Company’s products and/or services and for that of each of its (4) subsidiaries are as follows:

The Company, separately and/or in conjunction with and/or on behalf of its subsidiaries, is currently engaged in the research, evaluation and pursuit of: a) suitable merger and/or acquisition of existing corporate operating entities; b) the development and/or acquisition of those assets and/or product marketing and distribution rights which may provide an entry into new markets or serve as a complimentary addition to existing operations, assets, products and/or services.

Landrush is currently engaged in the research, evaluation and pursuit of suitable commercial; multi-family residential real estate and/or hotel development and/or acquisition opportunities.

Landrush’s Texas Home Equity ReFund®, Cash-Out Mortgage ReFinancer® and Home Equity Cashier® home equity brands have been developed and previously announced publicly.  Landrush has the exclusive marketing rights for each of the brands and each brand may be marketed and/or licensed to the public at the discretion and timing of Landrush.  As of the Company’s fiscal year ended December 31, 2010, neither of the Texas Home Equity ReFund®, the Cash-Out Mortgage ReFinancer® nor the Home Equity Cashier® home equity brand products are actively being marketed or licensed for use on a commercial basis.

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Media Force’s development of both its Black Financial News, video based, specialty news, information and advertising based interest website and it’s Black Financial News, broadband and digital terrestrial distributed TV network has been completed. Subject to the acquisition, by the Company, of the equipment necessary for broadcast, as well as, the acquisition of on air and production talent, the Black Financial News TV Network is market ready for implementation.  On October 21, 2010, the Company’s Black Financial News TV Network entered into a 10 year content licensing and distribution agreement with Memphis, Tennessee based Vivicast Media, LLC. (“Vivicast”). Vivicast is in the business of licensing television networks to third-party, multi-channel video pay-television distribution system owners that use CATV, SMATV, MMDS and alternative technology systems for distribution of television networks to their respective subscribers.

Media Force’s development of its 100+ channels, sports and entertainment programming and distribution platform has been completed. Subject to the acquisition of the equipment necessary for broadcast distribution, as well as, the acquisition of production talent, the Media Force 100+ channels, sports and entertainment programming and distribution platform is ready for market implementation.

SCOR's development of its SCOR® brand line of athletic shoes and apparel has been completed.  SCOR has arranged for the production of its SCOR® brand line of athletic shoes and apparel through China based contract manufacturers.  Currently, the production of its SCOR® brand line of athletic shoes and apparel may be initiated at the sole discretion of SCOR by submitting and executing product purchase orders with selected, China base contract manufacturers.  From the date a production order is submitted by SCOR to its China based contract manufacturers, it generally takes thirty (45) days, depending on the order size, to complete the production cycle.  Further, an additional twenty (20) days is generally required for ocean shipping from China based production facilities to the port of Los Angeles and the subsequent transport by rail to warehouse storage facilities in Dallas, Texas.

The Company initiated development of the Dream League Football Association (DLFA), professional football league. To facilitate the further development of the DLFA, the Company has transferred all assets and the master broadcast, merchandising, marketing and team operating rights related to the DLFA, to Industries, for a previously disclosed financial consideration.  Industries’ is furthering the development and operations of the DLFA.  Currently, the development of the DLFA is complete and the DLFA operation is ready to begin to pursuit of players, coaches and otherwise begin to market its contemplated operations.  On Oct 21, 2010, the Company’s DLFA Industries Inc. unit’s Dream League TV Network entered into a 10 year content licensing and distribution agreement with Memphis, Tennessee based Vivicast Media, LLC. (“Vivicast”). Vivicast is in the business of licensing television networks to third-party, multi-channel video pay-television distribution system owners that use CATV, SMATV, MMDS and alternative technology systems for distribution of television networks to their respective subscribers.

The Company, in conjunction with its Media Force, SCOR and Industries subsidiaries has made previous public announcements concerning its products and/or services. The Company, separately, and in conjunction with and/or on behalf of its current and future subsidiary units anticipates making additional public announcements as the Company and its subsidiaries continue to move its products and services into the public market place.

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Competition

The Company is engaged in the internal development and/or operation of certain assets and seeks to pursue various external corporate mergers and acquisition (M&A) opportunities. The Company contemplates acquiring, owning and managing various corporate manufacturing, distribution and/or service companies for the purpose of both profit and the opportunity of capital appreciation.  Typically, the industry is characterized by the presence of small, medium and large private equity and/or venture capital firms.  Generally, said private equity and/or venture capital firms may be privately and/or publicly held with access to both the public and private equity and debt capital markets respectively.  The principal method of acquisition of these private equity and/or venture capital companies is to utilize combinations of cash, equity and debt to consummate transactions with its merger and/or acquisition targets. The specific combination of cash, equity or debt utilized by each of the private equity and/or venture capital companies is generally dependent upon current conditions in the both the public and private capital market place.

KKR, Blackstone Group, Providence Equity Partners, Carlyle Group, Apollo Group, Fortress Investments, Cerberus Investment Group, Berkshire Hathaway, Valhi, and Hicks Acquisition Group are amongst the industry's leading market participants in the mergers and acquisition segments respectively. However, there are numerous other local and regional market participants that manage asset portfolios of various sizes.

The Company’s Landrush unit contemplates operating in the multi family residential; hotel and commercial real estate property segments. Landrush intends to acquire, own, manage and lease said properties. Both the multi family residential; hotel and commercial real estate property segments are very competitive and generally consist of entities structured as specialty, real estate investment trust (REIT).  Typically, the industry is characterized by the presence of large, publicly traded REIT’s with access to both the public and private equity and debt capital markets respectively. The principal method of acquisition of each of these REIT’s is to utilize combinations of cash, equity and debt to consummate said property acquisition transactions. The specific combination of cash, equity or debt utilized by each REIT is generally dependent upon current conditions in the multi family residential and commercial real estate industry, as well as, the capital markets.

Equity Residential, Vornado Realty Trust, Apartment Investment & Management Company, Lincoln Property Company, Fortress Investment Company and Equity Office Properties Trust are amongst the industries leading market participants in the multi family residential; hotel and commercial real estate segments respectively.

Landrush believes that it may face tremendous competitive risk and high barriers to entry in its attempts to gain market share from its more established competitors.  Consequently, gaining a leading market share position is not the objective of Landrush.  However, Landrush believes that through the utilization of various alternative methods of property acquisition, re-deployment of assets, distressed real estate market conditions and access to the public and private capital markets it may achieve a higher initial level of competitive market results then would otherwise be likely.

The Company’s Media Force unit contemplates operating in the general broadband and digital terrestrial distributed video, specialty news, information, advertising; entertainment and sports programming distribution, industry segments.

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The general broadband, digital terrestrially distributed, video sports and entertainment segment is characterized by television networks, media companies, film studios, sports networks, broadband content providers and syndicated, video distributors who generally distribute their video content over existing internet protocol (IP) networks and/or direct to home televisions in H.264, streaming format via set top box and/or personal computer. Further, the leading participants in the broadband video distribution market typically pursue competitive advantages by seeking alliances with leading digital content distributors, sports and entertainment content providers; content delivery networks and internet service providers.

The specialty video news, information and entertainment programming segment is characterized by niche market programmers who target their content to specific, demographic based audiences.  Through its specialty video content, each video programmer attempts to appeal to the interests of its target market audience. Subsequently, video programmers and distributors offer their content to their targeted audiences directly and through video distributors on both a commercial advertising and/or sponsorship supported basis.

The Company’s Media Force unit will generally be in competition with various broadband and digital, sports and entertainment video distribution platforms. The leading participants in the video distribution platform segment are: Hulu, Universal Sports Network, Fancast, MLB.com, NBA Broadband, ESPN3 and You tube.

The Company’s Media Force units’ BFN Network segment will generally be in competition with various specialty video news, information and entertainment content programmers. The leading participants in the content programming segment targeted towards the demographic based consumer markets for which Black Financial News TV Network contemplates operations are: TV One, CNN, MSNBC, BET News and Fox Business News.

The Company believes that both its Media Force unit and its Black Financial New TV Network segments respectively may face tremendous competitive risk in its attempts to gain market share from its more established specialty broadband, content programmers. However, Media Force and it Black Financial News TV Network segment believes that through the utilization of new technologies and the advent of new broadband, video channels and digital content distribution platforms direct to the home via set top box and various mobile devices, that it may achieve a higher level of market penetration and operational results then would otherwise be likely.

Industries’ DLFA unit contemplates a professional football league for male gender participants who are at minimum eighteen (18) years of age and have obtained, at minimum, their high school diploma or a general equivalency designation and who in return for their on field services, receive financial compensation.

The primary amateur football market for Industries’ DLFA unit male gender participants who are at least eighteen (18) years of age and have obtained their high school diploma for which Industries’ DLFA unit competes is the National Collegiate Athletics Association (NCAA). Currently, the NCAA is both the leading and dominant industry competitor in the football market place for the services of male gender participants who are at least eighteen (18) years of age and have obtained their high school diploma.  In exchange for the opportunity to pursue and obtain a college or university level degree, open recruiting for the services of male gender participants who are at least eighteen (18) years of age and have obtained their high school diploma is the principal method of competing and obtaining the services of said male gender participants by the NCAA football market segment.  Industries’ DLFA unit believes that its competitive position is strengthened in this industry segment by providing its male gender participants with professional level, financial compensation for the performance of their on field services in exchange for an opportunity to also work towards and obtain a college or university level degree.

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The primary professional football markets for Industries’ DLFA unit for male gender participants who receive financial compensation for their services for which Industries’ DLFA unit competes is the National Football League (NFL); Canadian Football League (CFL) and the United Football League (UFL) respectively. Currently, the NFL and CFL respectively are the leading industry competitors in the football market place for male gender participants who receive financial compensation in exchange for their services. The agreement to and the exchange of, a mutually acceptable financial consideration is the principal method of competing for and obtaining the services of male gender participants in the professional football market for which Industries’ DLFA unit competes.  Industries’ DLFA unit believes that its competitive position is strengthened in this industry segment by: 1) establishing teams in twenty (20) new consumer markets; 2) being the most active employer in each of the twenty (20) consumer markets for which it contemplates team operations, sports not withstanding; 3) providing male gender participants 18 years or older and who have at a minimum obtained their high school diploma or G.E.D. equivalence with an viable alternative to amateur level, college athletics which provides them with professional level, financial compensation while also providing with an opportunity to work towards and obtain a college or university level degree; and  4) providing its male gender participants with additional opportunities to obtain employment in the professional football industry.

The Company’s SCOR unit 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 constitute significant risk factors for SCOR.  Yet, SCOR has demonstrated the viability of the SCOR Brand by moving the brand from the proto type; to development stage to actual product production, delivery and consumer market sales.  During previous periods, said sales where generated primarily through its scorbrands.com owned E-Commerce, online store.

Nike, Reebok, Adidas, Converse, Sketcher and Under Armour are amongst the leading market brands in the footwear and apparel industry. Given the proprietary nature of 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.

            Sources and Availability of Raw Materials

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

The Company intended business is not dependent upon sources and/or the availability of raw materials for the initiation and completion of its contemplated business operations.

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Landrush's purposed multi-family 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 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 intended business is not dependent upon sources and/or the availability of raw materials for the initiation and completion of its any of its contemplated business operations.

SCOR's branded athletic shoes 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 contemplated athletic shoes and apparel lines shall be produced by third party, contract manufacturers located in China. Said 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 are delivered to the countries where the manufacturing process takes place.  The contract manufacturers who have been engaged to produce SCOR's branded line of shoes and apparel have not experienced any material level of difficulties in satisfying the raw material requirements used for the production of the SCOR brand line of athletic shoes and apparel..

Industries’ intended DLFA professional football league team uniforms and team merchandise shall be dependent upon a ready source of natural and synthetic rubber, mesh, nylon, cotton and leather materials.  Industries’ contemplated team uniforms and team merchandise shall be produced by third party, contract manufacturers located in China. Said contract manufacturers typically buy raw materials in bulk, as needed for production.  Raw materials necessary to produce Industries’ team uniforms and team merchandise are generally available in, or are delivered to the countries where the manufacturing process takes place.  The contract manufacturers who have been engaged to produce Industries’ team uniforms and team merchandise have not experienced any material level of difficulties in satisfying raw material requirements used for the production of Industries’ team uniforms and team merchandise.

Dependence of Segment on a Single Customer

Neither the Company nor its Landrush, Media Force, Industries or SCOR units, nor any of their segments, is dependent upon a single customer or a few customers for the generation of aggregate product sales which are equal to 10% or more of its consolidated revenue.  However, the Company’s consolidated revenues for its fiscal year ended; December 31, 2010 is derived from and was solely generated by its Media Force and Industries units.

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 Re-marketing by its Landrush; Media Force; SCOR and DLFA subsidiaries.  The Company believes 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, establishing exclusive product branding, marketing and distribution rights 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 brand marks to be amongst its most valuable assets.

The Texas Home Equity ReFund®; The Cash-Out Mortgage ReFinancer®; The Home Equity Cashier®; and SCOR® 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.

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The Black Financial~Newsâ 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 as it pertains to its branded broadcast network.

The SCORâ 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 as it pertains to the exclusive marketing and distribution rights of its branded footwear and apparel products.

Industries, through each of its DLFA league seal and twenty (20) DLFA teams, maintains the exclusive television & radio broadcast, marketing, merchandising and distribution rights for the league, as well as, each of its twenty (20) uniquely branded team logos. Each named DLFA team as they pertain to their current cities, respectively, is listed below:

Stampede (Austin, TX); Rustlers (Dallas, TX); Drillers (Houston, TX); Warriors (Oklahoma City, OK); River Wranglers (San Antonio, TX); Blackjacks (Las Vegas, NV); Stars (Los Angeles, CA); Mountaineers (Salt Lake City, UT); Soldiers (Sacramento, CA); Silicons (San Jose, CA); Gamblers (Newark, NJ); Gotham Gladiators (New York, NY); Liberty (Philadelphia, PA); Rhinos (Toronto, CN); Vultures (Richmond, VA); Bulldogs (Chicago, IL); Condors (Columbus, OH); Corndoggs (Des Moines, IA); Stallions (Louisville, KY); Cheezheads (Milwaukee, WI); Pioneers (Portland); Roaddoggs (Michigan).

Government Approval of Principal Products and Services

For the Company’s fiscal year ended December 31, 2010, none of the products and/or services of the Company nor its Landrush, Media Force, Industries, or SCOR units require any governmental approval.

Effect on Business of Probable Compliance with Federal, State, and Local Provisions

For the Company's fiscal year ended December 31, 2010 there were no material nor 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.

Cost and Effects of Compliance with Environmental laws

For the Company's fiscal year ended December 31st 2010 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.  Subsequent to the end of the Company’s December 31, 2010, the Company does not anticipate making any material capital expenditures on any items or on any issues necessary for federal, state or local compliance as related to the developmental operations related to the Company or of any of its subsidiaries.

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Change in Numbers of Employees

During the Company’s fiscal year ended December 31, 2010, neither the Company nor any of its subsidiary units added any new employees. During the Company’s 2011 fiscal year, both the Company and its subsidiaries anticipates that it may experience a material change in the number of employees that are required to implement, execute, manage and support the planning, administrative, finance, accounting, marketing, sales and the day to day operational aspects of: 1) its current operations; or 2) any operating entity and/or assets which may be acquired by the Company or its subsidiaries.

Reports to Security Holders

The Company is a reporting company.  However, for the December 31, 2001 thru December 31, 2009 periods respectively, the Company did not file any public periodic reports. For the period beginning December 31, 2010, the Company intends to resume filing its periodic reports with the Securities and Exchange Commission (SEC). The Company shall file quarterly reports on Form 10-Q; annual reports on Form 10-K and current information reports on Form 8-K. Reports filed by the Company on Form 10-Q shall contain reviewed financial statements. Reports filed by the Company on Form 10-K shall contain audited financial statements. The Company may also file various reports from time to time as prescribed and required by the Securities and Exchange Commission.

The public may read and copy any reports and/or other materials that the Company files with the SEC at the SEC’s pubic reference room at 100 F Street, N.E., Washington, D.C. 20549, on official business days during the hours of: 10 a.m. to 3 p.m. Further, the public may obtain information on the operation of the public reference room by calling the SEC at: 1-800-SEC-0330.  Moreover, the SEC maintains an internet site at: http://www.sec.gov that contains reports, proxy and information statements and other information regarding issuers that file electronically with the SEC.

In the event that the Company is no longer required to file reports with the SEC or for any reason does not file reports with the SEC, the Company shall voluntarily make an annual report of the Company’s operations, to include, directly with a publicly recognized information repository such as the OTC Markets Pink Sheet Information service.

Item. 1A.     Risk Factors

The following factors, among others, should be considered carefully in evaluating an investment in the Company’s securities. Please read the section in the Company’s Re-marketing Memorandum; titled “Risk Factors”, each sub-caption there under, as well as, the Company’s un-audited financial statements for the period ended December 31, 2009 and December 31, 2010 respectively in conjunction with the notes to the financial statements thereof carefully before making a decision concerning the purchase of any of the Company’s securities.

Development Stage Status

The Company is a development stage holding Company operating through four subsidiaries; Landrush, Media Force, Industries and SCOR. Operations since the Company’s inception in 1991 through the Company’s fiscal period ended December 31, 2010, have primarily included expenditures related to the development and execution of the Company’s business plan; contemplated business ventures, products and services.  Since its inception, neither the Company nor any of its subsidiaries have been profitable.

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Product Quality and Development

The products, services and business ventures developed by the Company’s and its Landrush, Media Force, Industries and SCOR units are newly developed.  There are no assurances that a market will develop or can be maintained according to the Company’s business plan; or the contemplated business ventures of any of its subsidiary units.

The Texas Home Equity ReFund® and Cash-Out Mortgage ReFinancer® products contemplated to be offered by the Company’s Landrush unit are new with no history as licensed products.  As such, there are no assurances that the Texas Home Equity ReFund® and Cash-Out Mortgage ReFinancer® products will be received in the market place or obtain a significant level of distribution.

The Black Financial~Newsâ TV Network proposed to be launched by the Company’s Media Force unit is a new broadband video channel with no history of broadcast distribution. There are no assurances that the Black Financial~Newsâ TV Network will be received in the market place or establish a significant level of distribution.

The Company’s SCOR unit has successfully developed, designed and produced its SCOR Brand line of footwear and apparel and introduced said products into the market place.  However, in order for the Company’s SCOR unit to be perceived as a viable replacement for better known name brand athletic footwear and apparel, the proposed SCOR products must be visually attractive and solidly constructed. In order to solidify its SCOR Brand products in the market place, SCOR must establish effective channels of distribution and maintain an active product development program. There is no assurance that a market will develop for the SCOR brand line of athletic shoes and apparel.

The Company’s Industries’ DLFA unit is a new professional football league contemplated by Industries.  Industries’ DLFA unit shall be in primary competition with the National Collegiate Athletic Association (NCAA), the National Football League (NFL), the United Football League (UFL) and the Canadian Football League (CFL) for personnel. The NCAA and NFL currently hold leading positions in the market place as it pertains to advertisers and television market share. There are no assurances that Industries’ DLFA segment will be able to obtain sufficient personnel levels to staff each of its twenty (20) contemplated teams nor that Industries’ DLFA segment shall be able to obtain broadcast distribution for its games on its Dream League TV Network or on any third party television networks.

Dependence on Advertising and Promotion

The success of the products and services contemplated to be offered by the Company’s subsidiary units are dependent on advertising and promotions each of the products and services.

Media Force’s Black Financial~Newsâ TV Network (BFNN) contemplated by the Company’s Media Force unit is dependent upon the advertisement and promotion of its broadband channel, as well as, commercial advertising and sponsorship support as a primary source of revenue generation for the unit.

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Absent the receipt of advertiser, sponsorship and promotional support, Media Force’s BFNN unit may be adversely affected and there is no assurance that BFNN shall be successful in meeting its operational objectives. Absent the receipt of advertiser and promotional support, Media Force’s BFNN unit may be adversely affected and there is no assurance that BFNN shall be successful in meeting its operational objectives.

The athletic shoe and apparel market is heavily dependant upon marketing. The Company’s SCOR unit shall be highly dependent upon the advertisement and promotion of its branded products in order to generate a sufficient level of sales activity. Absent the receipt of advertiser and promotional support, the Company’s SCOR unit may be adversely affected and there is no assurance that SCOR shall be successful in meeting its operational objectives.

The Company’s Industries’ DLFA unit and each of its contemplated twenty (20) teams is heavily dependant upon advertising, sponsorship and promotional support as a primary source of its revenues.  Absent the receipt of adequate levels of advertiser and promotional support, there are no assurances that Industries’ DLFA segment will be successful in meeting its operational, revenue and profitability objectives.

No Assurance of Profitability

The Company is a development stage Company which has not generated a material level of consolidated sales activity nor has the Company generated a profit.  For the Company’s fiscal years ended December 31, 2009 and December 31, 2010 respectively, the Company generated net losses of <$14,654>and <$5,504> respectively. The Company’s prospects must be considered in light of the risks, expenses and difficulties frequently encountered by development stage companies. To address these risks, the Company must, among other things, establish its products and services in their respective markets, respond to competitive developments, continue to attract, retain and motivate qualified persons, and continue to upgrade its technologies and commercialize its products and services incorporating such technologies.  There can be no assurance that the Company can be successful in addressing these risks or that the Company can be operated profitably, which depends on many factors, including the success of the Company’s marketing program, the control of expense levels and the success of the Company’s business activities.

Possible Under Capitalization and Need For Future Financing

The Company and its subsidiary units anticipates that a significant portion of its short-term working capital and long term acquisition financing resources shall be provided from the proceeds generated by the re-payment and liquidation of its $18,863,700 Note Receivable2 held as payment for a $18,863,700 loan made to its affiliated Citizens Capital Corp. 1998 ESOP Trust (ESOP Trust) in exchange for the purchase a $30,000,000; issue of the Company’s Series 2010A; 7% percent; $1,000 par value; convertible; callable; 144A; First Mortgage Bonds Due 2020.  The Promissory Note originating from said Note Receivable2 has a “demand call’ provision that allows the Company to “demand” the liquidation of up to 30,000 Series 2010A; $1,000 par value bonds, held by the ESOP Trust, to certain Qualified Institution Buyers (QIBs) and/or Accredited Investors in the secondary market, at anytime. If the Company is unable to obtain anticipated financing utilizing the “demand call” provisions of its Note Receivable2 held, there can be no assurance that the Company will be able to successfully implement its acquisition oriented business objectives or meet working capital requirements.

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Further, the Company and its subsidiary units anticipates that a significant portion of its short-term working capital and long term acquisition financing resources will be provided from the proceeds generated from the secondary market re-sale of up to 13,000,000 shares of the Company’s common equity, held by its affiliated Citizens Capital Corp. 1998 ESOP Trust.  Pursuant to the provisions of Note Receivable1, held by the Company, the Company has a “demand call’ provision that allows the Company to “demand” the re-sale in the capital market place of up to 13,000,000 shares of the Company’s common equity, held by the affiliated Citizens Capital Corp. 1998 ESOP Trust.

While the Company intends to explore a number of options in order to secure alternative financing in the event that currently anticipated financing is not obtained or is insufficient, there can be no assurance that additional financing will be available when needed or obtained on terms favorable to the Company.

Dependence on Management

As of the Company’s fiscal year end December 31, 2010, shareholders and bondholders of the Company are fully dependent upon the Company’s Chief Executive Officer, Billy D. Hawkins, to conduct the Company’s business and to implement the operating objectives of each of its subsidiary units.  Success of the business depends on the skills and efforts of both current and future management and, to a large extent, on the active participation of the Company’s board of directors, executive officers and key employees. The Company may provide stock options in order to retain and motivate qualified management personnel or other key employees. However, the inability to attract and retain qualified management and other key employees could adversely affect the Company’s ability in meeting its business objectives.

Competition

As discussed above, the markets for which the Company’s and each of its subsidiary units propose to operate are intensely competitive, rapidly evolving and subject to rapid fundamental and technological change. Except for that of capital, information, knowledge and technology, there are no substantial barriers to initial entry, and the Company expects competition to persist, intensify and increase in the future. There can be no assurance that market competitors in each of the Company subsidiary units will not develop fundamental methods and technologies or products that render the Company’s products obsolete or less marketable, that the Company will be able to compete successfully, that the Company will be able to successfully enhance its products, or develop new products or lower costs when and as needed.

Proposed Expansion and Ability to Manage Growth

The Company and each of its subsidiary units intend to expand its current level of operations.  Expansion of the Company’s operations will be dependent upon, among other things, its ability to: (I) achieve significant market acceptance for the Company’s products and services; (II) hire and retain skilled management, marketing, technical and other personnel; (III) successfully manage growth, if any (including monitoring operations, controlling costs, and maintaining effective quality controls); and, (IV) obtain adequate levels of both working capital and acquisition financing when needed.  The Company’s prospects for future growth will be largely dependent upon its ability to achieve significant penetration of its products and technologies in targeted markets, to successfully market its concepts, to develop and commercialize applications of its design and production technologies for the market and to enter into strategic alliances with third-parties in connection with the exploitation of its technologies. The Company could also seek to expand its operations through corporate merger and/or acquisition.

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Wells Notices

On May 23, 2011, the SEC issued an Order Instituting Proceeding (“OIP”) against the Company pursuant to Section 12(j) of the Exchange Act to suspend or revoke the registration of our common stock because of our failure to file an annual report on Form 10-K or Form 10-KSB since December 31, 2001or quarterly reports on either Form 10-Q or Form 10-QSB since September 31, 2001.  An Administrative Law Judge will consider the evidence in the Section 12(j) proceeding and has been directed in the OIP to issue an initial decision within 120 days of service of the OIP. We are currently evaluating the Section 12(j) OIP, including available procedural remedies and intend to defend against the possible suspension or revocation of the registration of our common stock.

Item 1B.  Unresolved Staff Comments

As of its fiscal year ended December 31, 2010, the Company did not have any issued nor unresolved comments with the staff of the Securities and Exchange Commission.

Item 2.  Description of Property

The Company maintains temporary administrative offices located at: 3537 Ridgebriar Dr., Dallas, Texas 75234. In preparation of its anticipated growth and the corresponding need for expanded office accommodations, the Company is actively seeking suitable network studio, management and administrative offices.

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 2011 fiscal year.

Item 3. Legal Proceedings

For the Company’s fiscal year ended December 31, 2010, neither the Company nor any of its subsidiaries were involved in, nor a party to; any current legal proceedings nor any pending litigation brought by any federal, state, local court or regulatory agency.

On May 23, 2011, the SEC issued an Order Instituting Proceeding (“OIP”) against the Company pursuant to Section 12(j) of the Exchange Act to suspend or revoke the registration of our common stock because of our failure to file an annual report on Form 10-K or Form 10-KSB since December 31, 2001or quarterly reports on either Form 10-Q or Form 10-QSB since September 31, 2001.  An Administrative Law Judge will consider the evidence in the Section 12(j) proceeding and has been directed in the OIP to issue an initial decision within 120 days of service of the OIP. We are currently evaluating the Section 12(j) OIP, including available procedural remedies and intend to defend against the possible suspension or revocation of the registration of our common stock.

Item 4. (This item has been removed and reserved)

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PART II

Item 5.  Market for Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Company’s common stock originally listed for active trading, and traded on the NASD Over-the-Counter Bulletin Board under the symbol CAAP in the first quarter of the Company’s fiscal year ended December 31, 2000. The Over-the-Counter Bulletin Board is an inter-dealer quotation system whose price quotes does 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 was as follows:

		Stock
		High	Low
2000
	First Quarter	.03	.02
	Second Quarter	1.71	.1875
	Third Quarter	2.25	.14
	Fourth Quarter	.34	.04

Beginning in the Company’s fiscal year ended December 31, 2002 thru its fiscal year ended December 31, 2010, the Company’s common stock has been listed on the OTC Pink Sheets. During the Company’s fiscal year ended December 31, 2002 thru its fiscal year ended December 31, 2010, the Company’s common stock has been actively traded. The high and low price quotes for the Company’s common stock during each quarter of fiscal year 2010 was as follows:

		Stock
		High	Low
2010
	First Quarter	.00	.00
	Second Quarter	.00	.00
	Third Quarter	.00	.00
	Fourth Quarter	.00	.00

As of December 31, 2010, there were approximately 51 record holders of the Company’s common stock.

The Company has not paid any cash or common stock based 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 elect to pay dividends in the future.

The Company is not currently subject to any restrictions which would limit its ability to pay either cash or stock dividends on its common equity, providing that sufficient earnings to pay a cash dividend are available.

For the Company’s fiscal period ended December 31, 2010; December 31, 2009 and December 31, 2008 respectively, the Company did not purchase any of its own equity securities.

Item 6.  Select Financial Data

The Company qualifies as a smaller reporting company as defined by 229.10(f)(1). As such, the Company is not required to provide the information required by this item.

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Item 7. Management’s Discussion and Analysis of Financial Conditions and Results of Operations

The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with the “Explanatory Note” at the beginning of this report, reading the section entitled; “Business” under Item 1 of this report, as well as, reading the consolidated financial statements and the related notes thereto which appear elsewhere in this report under both Item 8 and Item 15(a) of this report. This discussion contains a number of forward-looking statements, all of which are based on our current expectations and all of which could be affected by uncertainties and risks. Our actual results may differ materially from the results contemplated in these forward-looking statements as a result of many factors including, but not limited to, those described under “Risk Factors” under Item 1A.

Selected Annual Results of Operations

The following discussion of the financial condition and results of operations of the Company for its fiscal year ended December 31, 2010 should be read in conjunction with the Financial Statements and the related Notes thereto included under Item 8, “Financial Statements” located in this document. Operations since inception have primarily included expenditures related to operations and the internal development of the Company’s assets and proposed business ventures, research; and the development of its prototype branded products and services. The Company’s operations since January 1, 2010, include the operation of its Media Force unit’s Black Financial News Network website and completion of the internal development of its Black Financial News TV Network, as well as, operation of its DLFA Industries unit’s Dream League Football website and completion of the internal development of its Dream League Football Association, professional football league and its Dream League TV game programming Network.

Further, the Company’s operations since January 1, 2010 included completion of the internal development of its 100+ channels; subscriber based; pay television, sports and entertainment, programming and distribution platform.

The Company’s Landrush unit is currently evaluating, for acquisition, various commercial, multi-family residential real estate purchase opportunities.

The Company has previously completed the development of its SCOR brand line of footwear and apparel. The Company contemplates its SCOR brand footwear being declared and named the official shoe of its DLFA Industries unit’s Dream League Football Association, professional football league.

The following table shows selected results of operations for the fiscal years ended December 31, 2001 thru December 31, 2010. As of December 31, 2010, the Company had completed the internal development of its portfolio of products and services.  With the exception of the initial introduction of its SCOR Brand line of athletic, casual footwear and apparel target market consumers, the Company, as of December 31, 2010, had not introduced its products and services into the consumer market.  As such, the figures in the table below may not be reflective of future operations.

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CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
Year Ended December 31,
	2010			2009			2008			2007			2006			2005		2004			2003			2002			2001			From Period of Inception (March 12, 1991) to December 31, 2010
Sales	$	13		$	37		$	103		$	198		$	0		$	369	$	0		$	7,054		$	36,106		$	71,531		$	177,937
Cost of Sales		0			3			0			0			0			0		0			3,487			7,197			12,843			37,401
Other Income		0			(4,750	)		0			0			0			0		0			(10,758	)		0			6,801			(8,707	)
Gross Margin		13			(4,716	)		103			198			0			369		0			3,567			28,909			65,489			131,829
G & A Expensive		5,517			9,938			9,568			7,787			10,215			24,435		3,359			3,530			29,781			128,840			479,343
Net Income (Loss)		(5,504	)		(14,654	)		(9,465	)		(7,589	)		(10,215	)		24,066		(3,359	)		(10,721	)		(872	)		(63,351	)		(347,514	)
Net Loss (Per Share)		*			*			*			*			*			*		*			*			*			*			*
*Less than $0.01 Per Share

 
 

Liquidity and Capital Resources

Since its inception, the Company has financed its operations primarily from contributions from its principle stockholder, the sale of its common stock, and re-marketing with related parties. For the periods ending December 31, 2009 and 2010 respectively, contributions from its principal stockholder totaled $4,934 and $4,190 respectively. The Company had ($80,984) in cash as of December 31, 2010.

The Company’s operating activities generated a net loss of ($63,351); ($872); ($10,721); ($3,359); ($24,066); ($10,215); ($7,589); ($9,465); ($14,654); and ($5,504), respectively for the fiscal years ended December 31, 2001; December 31, 2002; December 31, 2003; December 31, 2004; December 31, 2005; December 31, 2006; December 31, 2007; December 31, 2008; December 31, 2009 and December 31, 2010 respectively. Losses generated during each of these periods were due to general administrative and operating expenses exceeding both developmental and operational revenue for the reported periods.

As a development stage Company, the Company’s products and services have not been fully introduced, marketed and distributed into the consumer market place and thus have not generated a significant level of revenues streams necessary to offset administrative and operating expenses through the Company’s fiscal year ended December 31, 2010. During fiscal year 2011, the Company’s plans to introduce and publicly market its 1) subscriber based Black Financial News TV Network; 2) Dream League Football Association, professional football league; 3) Dream League TV Network; 4) 100+ channels; IPTV subscriber based; pay television, sports and entertainment, programming and distribution platform.

For the fiscal year ended December 31, 2009 and 2010 respectively, the Company used ($25,010) and $0 net cash respectively for investing activities. As a development stage Company, the Company has not generated sufficient cash from operations to initiate a material level of investing activities; however, investment in subsidiary common stock during fiscal year 2009 was financed by an exchange of intangible assets for subsidiary stock.

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At December 31, 2010, the Company’s level of cash reserves and liquid working capital may not be sufficient to allow the Company to introduce and publicly market its developed products and services into the consumer market place. During fiscal year 2010, the Company, as related to receipt of the sales proceeds thereof, intends to pursue the secondary re-marketing of both equity and debt held by its ESOP Trust as selling security holder. The Company continues to pursue lines of credit from third party lenders; pursue both short term and/or long term borrowings from institutional investors necessary to fund its working capital requirements and the introduction of its branded products and services into the consumer market place.

As of the fiscal year ended December 31, 2010, the Company did not have a material level of commitments for capital expenditures. However, during its 2011 fiscal year, the Company’s anticipates making capital expenditures of approximately $520,000 for the purchase of certain studio and broadcast equipment related to 1) its Black Financial News TV Network; 2) its Dream League TV Network; and 3) its 100+ channels; IPTV subscriber based; pay television, sports and entertainment, programming and distribution platform. The Company anticipates that the capital necessary for its acquisition initiatives and the further introduction of its products and/or services into the consumer marketplace shall be derived from the anticipated proceeds received from the secondary, re-marketing, to both institutional and accredited investors, of its common equity and Series 2010A Bonds, held by it ESOP Trust, as selling security holder.

Result of Operations

The Company is a development stage company whose internally developed assets, branded products and services have not been significantly introduced, advertised, promoted or established into the consumer marketplace as of its fiscal year ended December 31, 2010.  As such, revenue generated as a result of the Company’s internally developed assets, branded products and services did not generate a material level of operating revenue during this period.

For the fiscal periods ended 31, 2001; December 31, 2002; December 31, 2003; December 31, 2004; December 31, 2005; December 31, 2006; December 31, 2007; December 31, 2008; December 31, 2009 and December 31, 2010 respectively, the Company had revenue of; $71,531; $36,106; $7,054; $0; $369; $0; $198: $103; $37; and $13, respectively.

For the fiscal period ended December 31, 2010, the Company’s DLFA Industries unit contributed $13 to the Company’s operating revenue for the period.

During the first quarter of fiscal year 2011, the Company anticipates making capital expenditures of approximately $520,000 related to the purchase of studio and broadcast equipment related to 1) its Black Financial News TV Network; 2) its Dream League TV Network; and 3) its 100+ channels; IPTV subscriber based; pay television, sports and entertainment, programming and distribution platform.

It is the Company’s opinion that at the event in which its internally developed assets, products and services are fully introduced, advertised, and distributed into the market place, there shall be a corresponding increase in the Company’s revenue and profitability. Further, it is the Company’s objective to initiate and pursue a program of growth and acquisition which will allow the Company toadd, to its current holdings, various operating companies and/or operating assets thereby allowing the  Company to “acquire” revenue.

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Developments since our Last Periodic Report

The following summarizes significant company developments since September 30, 2001 (the date of our last filed periodic report).

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with SCOR on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate Re-Marketing, pre-registration and pre-public market movement of SCOR shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a portal designation on November 8, 2001.

Facilitated by China based contract footwear manufacturers, the Company moved its SCOR brand athletic footwear into full production on January 24, 2002 with the production of 2,928 pairs of SCOR branded footwear in the basketball and running shoe categories to be sold at its SCOR online store at: http://scorbrands.com. Effective August 15, 2002, the Company elected to temporarily suspend all SCOR brand footwear marketing and production due to difficulties in securing sufficient working capital.  As of December 31, 2009, the Company continues to own the exclusive marketing and distribution rights to the SCOR brand footwear and apparel products, as well as, the scorbrands.com domain.  The Company holds 29,233,334 shares of SCOR 144A common stock or 97.4% of said common stock outstanding.

Due to a general decline in the commercial printing business specifically, and a decline in the United States economy generally, precipitated by the closing of the United States stock market for three (3) consecutive days subsequent to the terrorist attacks on the United States on September 11, 2001; combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability. As such, the Company made the strategic decision to re-deploy its resources and discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003.

On January 1, 2008, the Company’s Media Force unit completed transformation and conversion of its Black Financial News® magazine publication into the Black Financial News® Network (BFNN) video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.

On February 5, 2008, the Company officially completed the internal development of the Dream League Football Association (DLFA), to include the design of its Dream League Football Association, league seal, the league brand and team logos for each of its twenty (20) initial teams.

The Company, through each of its twenty (20) DLFA teams, holds the exclusive television and radio broadcast rights, product manufacturing, product marketing, product merchandising and product distribution rights for each of its twenty (20) uniquely branded teams and team logos. Each the Company’s named DLFA teams as they pertain to their team brands and current cities of operation, respectively, are listed as follows:

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Stampede (Austin, TX); Rustlers (Dallas, TX); Drillers (Houston, TX); Warriors (Oklahoma City, OK); River Wranglers (San Antonio, TX); Blackjacks (Las Vegas, NV); Stars (Los Angeles, CA); Mountaineers (Salt Lake City, UT); Pioneers (Portland, OR); Silicons (San Jose, CA); Gamblers (Newark, NJ); Gotham Gladiators (New York, NY); Liberty (Philadelphia, PA); Rhinos (Toronto, CN); Vultures (Richmond, VA); Bulldogs (Chicago, IL); Condors (Columbus, OH); Roaddoggs (Detroit, MI); Stallions (Louisville, KY); Cheezheads (Milwaukee, WI).

On March 15, 2009, the Company’s Media Force unit completed the internal development of its Black Financial News TV Network®, a CNN (Cable News Network) styled, 24/7, daily, broadband video delivered, financial, business and general news broadcast center whose content is targeted towards the global, black consumer market. Black Financial News TV Network® content is delivered both direct to home, via television set top box and to the personal computer (PC) and  transmitted over traditional digital terrestrial, as well as, next generation Internet Protocol (IP) networks through Over the top (OTT) video service providers, and to the subscribers of various multi-channel video, pay-television distribution system operators.

On December 28, 2009, the Company entered into a Sell/Purchase Agreement (the “Purchase Agreement”) with DLFA Industries Inc. (“Industries”), a newly formed entity organized under the Laws of the State of Texas.  Pursuant to the terms of the Purchase Agreement, the Company agreed to sale, to Industries, all of the tangible and intangible assets (the “Assets”) of the Dream League Football Association, professional football league (the “League”) in exchange for the issuance of an aggregate of 250,000,000 shares of Industries’ common stock to the Company @ $0.20 per share or an aggregate common stock share value of $50,000,000, as payment in full, thereby causing Industries to hold 250,100,000 Industries common shares and thence become a 100% percent, wholly-owned subsidiary of the Company as of December 31, 2009.  Pursuant to a Form D; Notice of Securities Sales filed on January 7, 2010 with the Securities and Exchange Commission (File Number: 021-137524), Industries common stock, issued to the Company, were allocated in the following amounts and price per share pursuant to Regulation D; Rule 230.504 and 230.506 respectively, of the Securities Act of 1933, as amended.

1) 5,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.504.

2) 245,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.506.

For the period ended December 31, 2009, there was no public market value for Industries’ common stock. As such, the Company accounted for its aggregate 250,100,000 common share equity interest in Industries on the basis of the $0.0001 par value of Industries’ common stock at the close of the December 28, 2009 transaction between the Company and Industries. Thereby, for the period ended December 31, 2009, the Company recorded a value of $25,010 under the “Other Assets – Investments” section of its balance sheet representing its common stock, equity interest investment in Industries.

On Oct 21, 2010, the Company’s Black Financial News TV Network entered into a 10 year content licensing and distribution agreement with Memphis, Tennessee based Vivicast Media, LLC. (“Vivicast”). Vivicast is in the business of licensing television networks to third-party, multi-channel video pay-television distribution system owners that use CATV, SMATV, MMDS and alternative technology systems for distribution of television networks to their respective subscribers.

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On Oct 21, 2010, the Company’s DLFA Industries Inc. unit’s Dream League TV Network entered into a 10 year content licensing and distribution agreement with Memphis, Tennessee based Vivicast Media, LLC. (“Vivicast”). Vivicast is in the business of licensing television networks to third-party, multi-channel video pay-television distribution system owners that use CATV, SMATV, MMDS and alternative technology systems for distribution of television networks to their respective subscribers.

As of the Company’s fiscal period ended December 31, 2010, the Company’s plans contemplate an ongoing pursuit of both synergistic and unrelated assets and/or corporate merger and acquisition opportunities while operating in the following four market segments: 1) commercial and multi-family residential real estate investment and development; 2) (a) specialty news broadcast; (b) broadband sports, information and entertainment television programming; and (c) broadcasting distribution; 3) the design, marketing and distribution of branded athletic shoes and apparel and 4) professional sports entertainment and broadcasting, through its four wholly owned subsidiaries: Landrush Realty Corporation (“Landrush” - 97%); Media Force Sports & Entertainment, Inc. (“Media Force”- 97%); SCOR Brands, Inc. (“SCOR” - 97% ) and DLFA Industries, Inc. (“Industries”- 100%). Operations since inception have primarily included expenditures related to development of the Company’s proposed business ventures.

Item 7A.  Quantitative and Qualitative Disclosure about Market Risk

Market risk represents the risk of loss that may impact our financial condition due to adverse changes in financial market prices and rates.  We are exposed to market risk related to changes in overall market interest rates as it relates to the Company’s Series 2010A; 7% percent; 144A bonds, if and when said bonds are remarketed in the institutional debt market by the Company’s affiliate and selling bondholder. .

Interest Rate Risk on our Debt

Because the interest rates applicable to our Series 2010A; 7% percent; 144A bonds are fixed, the Company may be exposed to market risk from rises in market interest rates.  In the event that market interest rates rise, the Company’s Series 2010A; 7% percent; 144A bonds may have to be significantly discounted in order to remarket said bonds according to competitive, current market rates.  The Company does not utilize any hedging instruments or derivative techniques in relations to its Series 2010A; 7% percent; 144A bonds. For a description of the Company’s Series 2010A; 7% percent; 144A bonds, please see Note No. 13 and Note No. 14 of the Notes to the Company’s 2010 Financial statements.

Item 8.  Financial Statements and Supplementary Data

The Company is a smaller reporting company as defined by 229.10(f)(1). As such, the Company is not required to provide the Supplementary Data information segment required by this item.  However, the Company is required to provide Financial Statements related to this item 8.

For the period December 31, 2001 thru December 31, 2010, the Company was an inactive entity pursuant to Rule 17 CFR 210.3-11 (Please See Index Section Entitled – “Explanatory Note”). If a registrant is an inactive entity as defined below, the financial statements required by this regulation for purposes of reports pursuant to the Securities Exchange Act of 1934 may be un-audited. An inactive entity is one meeting all of the following conditions: (a) Gross receipts from all sources for the fiscal year are not in excess of $100,000;  (b) the registrant has not purchased or sold any of its own stock, granted options therefore, or levied assessments upon outstanding stock, (c) Expenditures for all purposes for the fiscalyear are not in excess of $100,000; (d) No material change in the business has occurred during the fiscal year, including any bankruptcy, reorganization, readjustment or succession or any material acquisition or disposition of plants, mines, mining equipment, mine rights or leases; and (e) No exchange upon which the shares are listed, or governmental authority having jurisdiction, requires the furnishing to it or the publication of audited financial statements.

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The Company is hereby providing its financial statements (un-audited) under this Item 8 for the period ended December 31, 2010.

Further, the Company has separately provided its financial statements (un-audited) and schedules herewith under “Financial Statement Schedules” pursuant to Item 15(a) hereof under; Exhibits, Financial Statement Schedules for the periods December 31, 2001 thru December 31, 2009, respectively.

Index to Consolidated Financial Statements:
	Page No.
Management’s Accounting Report	32
Financial Statements (Un-Audited)
Consolidated Balance Sheet	33
Consolidated Statements of Operations	35
Consolidated Statement of Stockholder’s Equity (Deficit)	36
Consolidated Statements of Cash Flows	36
Notes to Consolidated Financial Statements	39

30

MANAGEMENT’S ACCOUNTING REPORT

Board of Directors

Citizens Capital Corp.

Dallas, Texas

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the period end December 31, 2010.

/s/ Billy D. Hawkins

Citizens Capital Corp.

Chief Executive Officer

Dallas, Texas

January 17, 2011

31

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED BALANCE SHEET (Un-audited)

December 31, 2010

CURRENT ASSETS:
Cash	$	(71,758	)
Accounts receivable		13
Total current assets		(71,745	)
OTHER ASSETS:
Investments –  (Note 10)		25,010
Note Receivable2 from ESOP Trust - (Note 11)		18,863,700
Total other assets		18,888,710
PROPERTY AND EQUIPMENT, net of accumulated depreciation		-
INTANGIBLE ASSETS, net of accumulated amortization of: $7,936 - (Note 12)
Brands; Rights; Services and Contracts		27,540
Goodwill		4,284
Total intangible assets		31,824
Total assets	$	18,848,789
LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	1,327
Advances from stockholder		8,270
Total current liabilities		9,597
LONG TERM LIABILITIES:
Credit card cash advances – (Note 4)		38,418
Interest Payable – Credit card advances  (Note 4)		52,678
Loans from stockholders – (Note 6)		26,714
Interest Payable - Stockholders’ Loans -  (Note 6)		8,440
Series 2010A; 7% percent; $1,000 par value; convertible; callable; 144A; First Mortgage Bonds due 2020 - (Note 13)		30,000,000
Discount on Series 2010A; 144A Bond Issuance - (Note 14)		(11,136,300	)
Total long term liabilities		18,989,950
Total liabilities	$	18,999,547
COMMITMENT - (Note 9)
STOCKHOLDERS’ DEFICIT:
Preferred stock, $1.00 stated value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000,000
Common stock, no par value, 100,000,000 shares authorized; 48,022,500 shares issued and outstanding ($.01 stated value)		480,225
Additional paid-in capital		48,816,243
Note receivable1 from ESOP – (Note 7)		(50,099,712	)
Deficit accumulated during the development stage		(347,514	)
Total stockholders’ deficit		(150,758	)
Total liabilities and stockholders’ deficit	$	(18,848,789	)

See accompanying notes to consolidated financial statements.

32

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS (Un-audited)

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2010			2009			December 31, 2010
SALES	$	13		$	37		$	177,937
COST OF SALES		0			3			37,401
OTHER INCOME/(LOSS)		-			(4,750	)		(8,707	)
GROSS MARGIN		13			(4,716	)		131,829
GENERAL AND ADMINISTRATIVE EXPENSES		5,517			9,938			479,343
NET LOSS	$	(5,504	)	$	(14,654	)	$	(347,514	)
NET LOSS PER SHARE (basic and diluted)	$		*	$		*

* Less than $.01 per share

See accompanying notes to consolidated financial statements.


33

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)(Un-audited)

	Preferred Stock				Common Stock				Additional Paid-In			Note Receivable		Accumulated
	Shares		Amount		Shares		Amount		Capital			from ESOP		Deficit			Totals
Common stock issued founder upon incorporation		-	$	-		300	$	3	$	(3	)	$	-	$	-		$	-
Common stock issued founder December 24, 1993		-		-		22,499,700		224,997		(224,997	)		-		-			-
Preferred stock issued November 1, 1994		1,000,000		1,000,000		-		-		(988,000	)		-		-			12,000
Contributions by stockholder at various dates prior to 1997		-		-		-		-		56,096			-		-			56,096
Cumulative net loss through December 31, 1996		-		-		-		-		-			-		(65,271	)		(65,271	)
BALANCES, December 31, 1996		1,000,000		1,000,000		22,500,000		225,000		(1,156,904	)		-		(65,271	)		2,825
Common stock issued for brand and service marks November 14, 1997		-		-		3,000,000		30,000		(30,000	)		-		-			-
Contributions by stockholder during 1997		-		-		-		-		9,307			-		-			9,307
Net loss for the year		-		-		-		-		-			-		(9,657	)		(9,657	)
BALANCES, December 31, 1997		1,000,000		1,000,000		25,500,000		255,000		(1,177,597	)		-		(74,928	)		2,475

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Common stock issued to ESOP May 8, 1998	-	-	15,000,000	150,000	49,950,000		(50,100,000	)	-		-
Contributions by stockholder during 1998	-	-	-	-	15,563		-		-		15,563
Net loss for the year	-	-	-	-	-		-		(17,353	)	(17,353	)
BALANCES, December 31, 1998	1,000,000	1,000,000	40,500,000	405,000	48,787,966		(50,100,000	)	(92,281	)	685
Contributions by stockholder during 1999	-	-	-	-	17,319		-		-		17,319
Net loss for the year	-	-	-	-	-		-		(18,203	)	(18,203	)
BALANCES, December 31, 1999	1,000,000	1,000,000	40,500,000	405,000	48,805,285		(50,100,000	)	(110,484	)	(199	)
Common stock issued and options for services	-	-	10,000	100	30,000		-		-		30,100
Contribution by stockholder during 2000	-	-	-	-	1,623		-		-		1,623
Net loss for  year	-	-	-	-	-		-		(87,234	)	(87,234	)
BALANCES, December 31, 2000	1,000,000	1,000,000	40,510,000	405,100	48,836,908		(50,100,000	)	(197,718	)	(55,710	)
Common stock issued to Joint Venture  Partner January 5, 2001	-	-	1,500,000	15,000	(15,000	)	-		-		-

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Common stock issued for services January 25, 2001	-		-			1,012,500		10,125	-			-			-				10,125
Common stock issued to SCOR Brands subsidiary August 1, 2001	-		-			5,000,000		50,000		(50,000	)	-			-			-
Principal Repayment by ESOP of  Note Receivable during 2001	-		-		-		-		-				170		-				170
Net loss for  year		-		-		-		-		-			-			(63,351	)		(63,351	)
BALANCES, December 31, 2001		1,000,000		1,000,000		48,022,500		480,225		48,771,908			(50,099,830	)		(261,069	)		(108,766	)
Net loss for  year		-		-		-		-		-			-			(872	)		(872	)
BALANCES, December 31, 2002		1,000,000		1,000,000		48,022,500		480,225		48,771,908			(50,099,830	)		(261,941	)		(109,638	)
Net loss for  year		-		-		-		-		-			-			(10,721	)		(10,721	)
BALANCES, December 31, 2003		1,000,000		1,000,000		48,022,500		480,225		48,771,908			(50,099,830	)		(272,662	)		(120,359	)
Contribution by stockholder during 2004										2,159									2,159
Principal Repayment by ESOP of  Note Receivable during 2004	-		-		-		-		-				118		-				118
Net loss for  year		-		-		-		-		-			-			(3,359	)		(3,359	)
BALANCES, December 31, 2004		1,000,000		1,000,000		48,022,500		480,225		48,774,067			(50,099,712	)		(276,021	)		(121,441	)
Contribution by stockholder during 2005										18,929									18,929
Net loss for  year		-		-		-		-		-			-			(24,066	)		(24,066	)
BALANCES, December 31, 2005		1,000,000		1,000,000		48,022,500		480,225		48,792,996			(50,099,712	)		(300,087	)		(126,578	)
Contribution by stockholder during 2006										7,170									7,170
Net loss for  year		-		-		-		-		-			-			(10,215	)		(10,215	)
BALANCES, December 31, 2006		1,000,000		1,000,000		48,022,500		480,225		48,800,166			(50,099,712	)		(310,302	)		(129,623	)

36

Contribution by stockholder during 2007								2,897								2,897
Net loss for  year	-		-	-		-		-		-			(7,589	)		(7,589	)
BALANCES, December 31, 2007	1,000,000		1,000,000	48,022,500		480,225		48,803,063		(50,099,712	)		(317,891	)		(134,315	)
Contribution by stockholder during 2008								4,056								4,056
Net loss for  year	-		-	-		-		-		-			(9,465	)		(9,465	)
BALANCES, December 31, 2008	1,000,000		1,000,000	48,022,500		480,225		48,807,119		(50,099,712	)		(327,356	)		(139,724	)
Contribution by stockholder during 2009								4,934								4,934
Net loss for  year	-		-	-		-		-		-			(14,654	)		(14,654	)
BALANCES, December 31, 2009	1,000,000		1,000,000	48,022,500		480,225		48,812,053		(50,099,712	)		(342,010	)		(149,444	)
Contribution by stockholder during 2010								4,190								4,190
Net loss for  year													(5,504	)		(5,504	)
BALANCES, December 31, 2010	1,000,000	$	1,000,000	48,022,500	$	480,225	$	48,816,243	$	(50,099,712	)	$	(347,514	)	$	(150,758	)

See accompanying notes to consolidated financial statements.


37

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS (Un-audited)

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2010			2009			December 31, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(loss)	$	(5,504	)	$	(14,654	)	$	(347,514	)
Adjustments to reconcile net loss to cash used by operating activities:
Expenses paid by stockholder		4,190			4,934			139,418
Services paid for with stock and options		-			-			40,225
Depreciation and amortization		3,536			5,650			27,408
Amortization of Series 2010A; 144A bond discount		-			-			-
Loss on sale/disposal of equipment		-			-			20,242
Loss on sale/disposal of intangible assets - brands, rights, services, contracts		-			20,250			20,250
Changes in assets/liabilities
(Increase) decrease in accounts receivable		(13	)		-			(13	)
(Increase) decrease in prepaid expenses		-			-			-
(Increase) decrease in intangible assets – brands, rights, services, contracts		-			(25,000	)		(60,400	)
(Increase) decrease in intangible assets – Goodwill		-			(4,760	)		(4,760	)
(Increase) decrease in other assets - Note Receivable2 from ESOP		-			(18,863,700	)		(18,863,700	)
Increase (decrease) in accounts payable		1,327			-			1,327
Increase in credit card cash advances		-			-			38,418
Increase (decrease) in interest payable – Credit card cash advances		4,338			4,131			52,678
Increase (decrease) in interest payable –  Stockholders’ Loans		1,352			1,300			8,440
Net cash (provided) used by operating activities		9,226			(18,871,849	)		(18,927,981	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			-			(34,564	)
Acquisition of common stock for intangible assets		-			(25,010	)		(25,010	)
Net cash used by investing activities		-			(25,010	)		(59,574	)

38

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock and contribution by stockholder		-			-			16,825
Stockholders Loans		-			-			26,714
Stockholders advances		-			-			8,270
Proceeds from repayment of Note Recv1. by ESOP		-			-			288
Series 2010A; 7% percent 144A; bond issuance		-			30,000,000			30,000,000
Re-marketing discount on Series 2010A; 7% percent 144A; bond issuance		-			(11,136,300	)		(11,136,300	)
Net cash provided by financing activities		-			18,863,700			18,915,797
NET INCREASE/DECREASE IN CASH		9,226			(33,159	)		(71,758	)
CASH, beginning of period		(80,984	)		(47,825	)		-
CASH, end of period	$	(71,758	)	$	(80,984	)	$	(71,758	)
SUPPLEMENTAL INFORMATION -
Interest paid during year	$	-		$	-

See accompanying notes to consolidated financial statements.


39

CITIZENS CAPITAL CORP.

(a development stage company)

1.      General and Summary of Significant Accounting Policies

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Company Background

Citizens Capital Corp. (the “Company”) is a development stage holding company with plans to target, evaluate and pursue specific acquisition candidates or joint venture and/or internally 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 four market segments: 1) commercial and multi-family residential real estate investment and development; 2) specialty news, broadband television broadcasting; 3) the design, marketing and distribution of branded athletic shoes and apparel and 4) professional sports entertainment and broadcasting, through its four wholly owned subsidiaries: Landrush Realty Corporation (“Landrush” - 97%); Media Force Sports & Entertainment, Inc. (“Media Force”- 97%); SCOR Brands, Inc. (“SCOR” - 97% ) and DLFA Industries, Inc. (“Industries”- 100%). Operations since inception have primarily included expenditures related to development of the Company’s proposed business ventures. In 2000, the Company acquired the assets of a printing business for integration into its Media Force unit and the Company primarily through this unit began to generate revenues.

On March 19, 1999, pursuant to the Exchange Act of 1934, as amended, the Registrant filed a Form 10 registration statement and thereby registered with the United States Securities and Exchange Commission, 39,500,000 shares of its Class A; common stock for secondary market trading.  Said Form 10 registration statement became effective on or about May 16, 1999. The 39,500,000 common shares included 15,000,000 common shares initially held by the Registrant’s ESOP Trust (see Note 7).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) based broadband networks.

On January 1, 2008, the Company’s Media Force unit completed transformation and conversion of its Black Financial News® magazine publication into the Black Financial News® Network (BFNN) video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.

40

CITIZENS CAPITAL CORP.

(a development stage company)

On February 5, 2008, the Company officially completed the internal development of the Dream League Football Association (DLFA), to include the design of its Dream League Football Association, league seal, the league brand and team logos for each of its twenty (20) initial teams.

The Company, through each of its twenty (20) DLFA teams, holds the exclusive television and radio broadcast rights, product manufacturing, product marketing, product merchandising and product distribution rights for each of its twenty (20) uniquely branded teams and team logos. Each the Company’s named DLFA teams as they pertain to their team brands and current cities of operation, respectively, are listed as follows:

Stampede (Austin, TX); Rustlers (Dallas, TX); Drillers (Houston, TX); Warriors (Oklahoma City, OK); River Wranglers (San Antonio, TX); Blackjacks (Las Vegas, NV); Stars (Los Angeles, CA); Mountaineers (Salt Lake City, UT); Pioneers (Portland, OR); Silicons (San Jose, CA); Gamblers (Newark, NJ); Gotham Gladiators (New York, NY); Liberty (Philadelphia, PA); Rhinos (Toronto, CN); Vultures (Richmond, VA); Bulldogs (Chicago, IL); Condors (Columbus, OH); Roaddoggs (Detroit, MI); Stallions (Louisville, KY); Cheezheads (Milwaukee, WI).

On March 15, 2009, the Company’s Media Force unit completed the internal development of its Black Financial News TV Network®, a CNN (Cable News Network) styled, 24/7, daily, broadband video delivered, financial, business and general news broadcast center whose content is targeted towards the global, black consumer market. Black Financial News TV Network® content is delivered both direct to home, via television set top box and to the personal computer (PC) and  transmitted over traditional digital terrestrial, as well as, next generation Internet Protocol (IP) networks through Over the top (OTT) video service providers, and to the subscribers of various multi-channel video, pay-television distribution system operators.

On December 28, 2009, the Company entered into a Sell/Purchase Agreement (the “Purchase Agreement”) with DLFA Industries Inc. (“Industries”), a newly formed entity organized under the Laws of the State of Texas. Pursuant to the terms of the Purchase Agreement, the Company agreed to sale, to Industries, all of the tangible and intangible assets (the “Assets”) of the Dream League Football Association, professional football league (the “League”) in exchange for the issuance of an aggregate of 250,000,000 shares of Industries’ common stock to the Company @ $0.20 per share or an aggregate common stock share value of $50,000,000, as payment in full, thereby causing Industries to hold 250,100,000 Industries common shares and thence become a 100% percent, wholly-owned subsidiary of the Company as of December 31, 2009.  Pursuant to a Form D; Notice of Securities Sales filed on January 7, 2010 with the Securities and Exchange Commission (File Number: 021-137524), Industries common stock, issued to the Company, were allocated in the following amounts and price per share pursuant to Regulation D; Rule 230.504 and 230.506 respectively, of the Securities Act of 1933, as amended.

1) 5,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.504.

2) 245,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.506.

For the period ended December 31, 2009, there was no public market value for Industries’ common stock. As such, the Company accounted for its aggregate 250,100,000 common share equity interest in Industries on the basis of the $0.0001 par value of Industries’ common stock at the close of the December 28, 2009 transaction between the Company and Industries.  Thereby, for the period ended December 31, 2009, the Company recorded a value of $25,010 under the “Other

41

CITIZENS CAPITAL CORP.

(a development stage company)

Assets – Investments” section of its balance sheet representing its common stock, equity interest investment in Industries.

On Oct 21, 2010, the Company’s Black Financial News TV Network entered into a 10 year content licensing and distribution agreement with Memphis, Tennessee based Vivicast Media, LLC. (“Vivicast”). Vivicast is in the business of licensing television networks to third-party, multi-channel video pay-television distribution system owners that use CATV, SMATV, MMDS and alternative technology systems for distribution of television networks to their respective subscribers.

On Oct 21, 2010, the Company’s DLFA Industries Inc. unit’s Dream League TV Network entered into a 10 year content licensing and distribution agreement with Memphis, Tennessee based Vivicast Media, LLC. (“Vivicast”). Vivicast is in the business of licensing television networks to third-party, multi-channel video pay-television distribution system owners that use CATV, SMATV, MMDS and alternative technology systems for distribution of television networks to their respective subscribers.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant inter-company 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.

Due to a general decline in the commercial printing business combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability, As such, the Company made the strategic decision to discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003 resulting in the retirement and elimination of all related equipment at the depreciated value of $20,242.  As such, the Company experienced a loss of $10,758 related to the disposition of said equipment which was reflected and charged to the Company’s income for the period ended December 31, 2003.

While the Company elected to discontinue its Media Force unit’s in house, commercial printing operation, the Company’s Media Force unit continues to produce, on an outsource basis going forward, its Black Financial News® magazine publication. Further, the Company’s Media Force unit continues to offered and provide several commercial printing products and services, to existing customers, on an outsourced, brokered basis for the period ended December 31, 2003.

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.

42

CITIZENS CAPITAL CORP.

(a development stage company)

The weighted average number of shares outstanding used in the loss per share computation was 48,022,500 and 48,022,500 for the years ended December 31, 2010 and 2009, 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, resulting from net operating loss carry forwards (NOL) for tax which were fully reserved. The Company had no material deferred tax liabilities. The Company’s NOL at December 31, 2010 was approximately $260,635 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 the2011 Fiscal Year

The Company’s plan of operation for the 2011 fiscal year is to: (1) acquire certain studio and broadcast equipment necessary for the fulfillment of its 10 year content licensing and distribution agreement between and amongst the Company’s Media Force unit’s Black Financial News TV Network® and Vivicast Media, LLC.

The Company intends to acquire certain studio and broadcast equipment necessary for the fulfillment of its 10 year content licensing and distribution agreement between and amongst the Company’s DLFA Industries’ unit’s Dream League TV Network and Vivicast Media, LLC.  The Dream League TV Network serves as a game broadcast platform for the Dream League Football Association, a professional football league structured to have twenty (20) teams located in twenty (20) of the top consumer markets in North America. The Dream League Football Association players are intended to wear the Company’s SCOR Brands unit’s SCOR brand footwear as the official shoe of the Dream League Football Association.

The Company intends to acquire certain IPTV broadcast equipment necessary for the implementation and operation of its 100+ channels, pay television programming and distribution platform. Each of the Company’s Media Force unit’s current and future programming networks shall also separately distribute their content from its captive market programming and distribution platform.

The Company’s SCOR Brands unit has completed development of its SCOR Brand footwear and has previously introduced said branded footwear products into the consumer market place. The Company intends to continue to look for opportunities to produce and further the marketing and distribution of its SCOR branded footwear products into the consumer market place and (2) continue to target, evaluate and pursue suitable mergers and/or acquisition candidates. The Company’s cash requirements have been funded to date by its principal stockholder. The Company generally projects a consistent annual requirement of approximately $1,000,000 as an available acquisition line of credit to be utilized to target, evaluate and pursue and consummate potential acquisition candidates. The Company intends to attempt to borrow these funds from affiliates of the Company and third party lenders, as well as, access both the public and private debt and equity capital markets, through its ESOP Trust, when and where available.  Should the Company be unable to borrow these funds, it may be unable to fully implement its business plan, as well as, its plan of acquisition. Regardless of whether any funding is received, the Company’s major stockholder has committed to provide funding required which allows the Company to continue as a going concern.

43

CITIZENS CAPITAL CORP.

(a development stage company)

3.     Acquisition

In July 2000, the Company acquired the assets and operations of a printing business for $31,000 for integration with its Media Force unit.  The acquisition was accounted for as a purchase and the operations are consolidated with those of the Company beginning July 1, 2000.

Due to a general decline in the commercial printing business subsequent to the terrorist attacks of September 11, 2001 and the corresponding softening of the United States economy, combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability. As such, the Company made the strategic decision to re-deploy its resources and discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003.

4.     Credit Card Cash Advances

The Company, through its Landrush Realty Corporation subsidiary unit, 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.  As of December 31, 2000, the Company discontinued active use and/or further cash advances from said credit card as a funding source. However, said credit card balance outstanding shall continue to accrue annual interest payable at 19.8 per annum. For the period ended December 31, 2003, interest payable on the credit card principal balance outstanding was $26,322.

On November 22, 2004, the Company’s principal officer reached agreement with credit card provider to restructure the annual interest rate charge, charged on the annual outstanding card balance, from 19.8% per annum to 5% per annum and convert the repayment term of said current outstanding credit card balance to a 10 year term with a maturity date of November 22, 2014.  Per the terms of the agreement, the Company many repay the full outstanding credit card balance, with accrued interest, at any time prior to the maturity date of November 22, 2014. As of its period ended December 31, 2004, the Company re-classified and recorded the existing outstanding credit card balance, with accrued interest payable, as a long term liability of the Company. Total Credit Card loan Principal and Accrued Interest Due as of the period ended December 31, 2010 is: $91,096.

5.0% Credit Card Loan; due November 22, 2014; payable in full at maturity with accrued interest.			$	38,418
Credit Card; Interest Payable for the Period ended December 31, 2010.	$	4,338
Credit Card; Accrued Interest Payable through the Period ended December 31, 2010.				52,678
Total Principal and Accrued Interest Due - as of December 31, 2010.			$	91,096

44

CITIZENS CAPITAL CORP.

(a development stage company)

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 Company. For the period ended December 31, 2010, advances from stockholder outstanding was $8,720.

6.      Stockholders’ Loans

The Company has received unsecured loans from stockholders in the following original dates and amounts; interest rates and maturity dates:

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

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

For the period ended December 31, 2002, all loans from stockholder remained outstanding. As such, stockholder agreed to combined the outstanding principal balance of all outstanding loans and thereby extend the maturity date of said loans currently due and payable to the stockholder until 2014, at an annual interest rate of 4.0%. Therefore, stockholder loans and any accrued interest thereof, was re-classified and recorded for the period as a long term liabilities of the Company. For the period ended December 31, 2010, stockholder loans outstanding, including accrued interest, was $35,154.

4.0% loan dated December 31, 2003; due December 31, 2014; payable in full at maturity with accrued interest			$	26,714
Stockholder loan; Interest Payable for the Period ended December 31, 2010.	$	1,352
Accrued Interest Payable through the Period ended December 31, 2010.				8,440
Total Principal and Accrued Interest Due - as of December 31, 2010.			$	35,154

45

CITIZENS CAPITAL CORP.

(a development stage company)

7.     Employee Stock Ownership Plan and Note Receivable 1

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 all, but not only some, of each participant’s account of the greater of 15% or the maximum percentage allowable of participants’ eligible compensation.  The Company, at its sole option and discretion may discontinue the ESOP and/or at its sole option and discretion, implement separate and/or additional employee stock ownership and/or stock purchase programs.  No shares have been allocated as of December 31, 2008 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 Trust at $3.34 per share in exchange for a five year, 14.5%, $50,100,000 promissory note.  The promissory note (ESOP Note Receivable1) was issued together with a security agreement fully collateralized by 15,000,000 shares of the Company’s common stock held by the ESOP Trust. The promissory note has a “liquidating call provision” which may be invoked by the Company or the note holder. The liquidating call provision gives the Company or the note holder the “demand right” to request that up to 15,000,000 shares of Citizens Capital Corp. common stock, held by the ESOP Trust, 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.

On November 14, 2001 and November 15, 2001 respectively, the ESOP Plan Trust sold in the open market, 10,000 shares on each day, of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $169.97.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable1, held by the Company.

On May 13, 2004, the ESOP Plan Trust sold, in the open market, 1,500,000 shares of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $117.49.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable1, held by the Company.

Shares of the Company’s Class A; common stock sold by the ESOP Plan Trust and applied to the re-payment of the outstanding balance of the Note Receivable1 due from ESOP Trust as of December 31, 2010 were as follows:

Sale Date	Shares Sold		Sale Proceeds		Amount applied Against ESOP Note Receivable1 Principal
11/14/2001		10,000	$	84.98	$	84.98
11/15/2001		10,000	$	84.99	$	84.99
05/13/2004		1,500,000	$	117.49	$	117.49
					Total $ 287.46

For the period ended December 31, 2010, ESOP Note Receivable1 balance outstanding was $50,099,712.

46

CITIZENS CAPITAL CORP.

(a development stage company)

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 or $72,500 annually, 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.

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.

Cumulative dividends in arrears as of December 31, 2010 are $1,182,914.

Common Stock

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

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

On May 3, 1998, the Company voted to split its shares of Class A common stock then outstanding on a 3 for 1 basis.  The aggregate number of the 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).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks. In order to facilitate the acquisition of certain assets and equipment, essential operational personnel and working capital, the Company agreed to issue 1,500,000 shares of its common stock to the JV Group in exchange for certain future master development rights and management control of the current JV Group or any of its future successors, if any.

On January 25, 2001, the Company entered into a website design, marketing and E-Business development services agreement related to the development and implementation of the Company’s corporate presence and E-Business relationships on the world wide web. In exchange for the delivery and full execution and implementation of said design, marketing, development and E-Business services, the Company agreed to issue 1,012,500 shares of its common stock.

47

CITIZENS CAPITAL CORP.

(a development stage company)

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with its SCOR Brands Inc. (“SCOR”) branded footwear subsidiary unit on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate the private placement, pre-registration and pre-public market movement of SCOR common shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a NASD portal market designation for secondary market trading of the security on November 8, 2001.  The Company holds 29,233,334 shares of SCOR Brands, Inc.; 144A common stock or 97.4% of said common stock outstanding.

As of December 31, 2010, the Company had a total of 100,000,000 shares of its Class A, no par, $0.01 stated value common stock authorized with an aggregate total of 48,022,500 shares of its Class A, no par, $0.01 stated value common stock issued and outstanding.

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 $30,100 for the effect of these options for the year ended December 31, 2000.

For the period ended December 31, 2010, the Company did not grant nor issue any additional stock options.

9.      Commitment

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

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

The Company’s lease agreement expired effective December 31, 2003.  As such, subsequent to the period ended December 31, 2003, the Company no longer recognized nor notated the value of said lease commitment on its balance sheet as a potential long term liability. At the expiration of said lease agreement for the period ended December 31, 2003, the Company leases its administration office accommodations on a month to month basis. As of the period ended December 31, 2010, the Company has no current lease commitment for which it records a contingent liability.

.

48

CITIZENS CAPITAL CORP.

(a development stage company)

10.      OTHER ASSETS - INVESTMENTS

On December 28, 2009, the Company entered into a Sell/Purchase Agreement (the “Purchase Agreement”) with DLFA Industries Inc. (“Industries”), a newly formed entity organized under the Laws of the State of Texas.  Pursuant to the terms of the Purchase Agreement, the Company agreed to sale, to Industries, all of the tangible and intangible assets (the “Assets”) of the Dream League Football Association, professional football league (the “League”) in exchange for the issuance of an aggregate of 250,000,000 shares of Industries’ common stock to the Company @ $0.20 per share or an aggregate common stock share value of $50,000,000, as payment in full, thereby causing Industries to hold 250,100,000 Industries common shares and thence become a 100% percent, wholly-owned subsidiary of the Company as of December 31, 2009.  Pursuant to a Form D; Notice of Securities Sales notice filed on January 7, 2010 with the Securities and Exchange Commission, Industries common stock, issued to the Company, were allocated in the following amounts and price per share pursuant to Regulation D; Rule 230.504 and 230.506 respectively, of the Securities Act of 1933, as amended.

1) 5,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.504.

2) 245,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.506.

For the period ended December 31, 2009, there was no public market value for Industries’ common stock. As such, the Company accounted for its aggregate 250,100,000 common share equity interest in Industries on the basis of the $0.0001 par value of Industries’ common stock at the close of the December 28, 2009 transaction between the Company and Industries.  Thereby, for the period ended December 31, 2009, the Company recorded a value of $25,010 under the “Other Assets – Investments” section of its balance sheet representing its common stock, equity interest investment in Industries.

11.       OTHER ASSETS – NOTE RECEIVABLE2 FROM ESOP TRUST

On December 31, 2009, the Citizens Capital Corp. 1998 Employee Stock Ownership Trust, (the "ESOP Trust") entered into a $18,863,700; 4 year; 0% percent promissory note (the "ESOP Note2"), with Citizens Capital Corp., (the Company) in exchange for a $30,000,000 issue of the Company’s Series 2010A; 7% Percent; $1,000 Par Value; Convertible; Callable; 144A;  First Mortgage Bonds Due 2020.

Said ESOP Note2 is secured by and subject to the terms and conditions of a separate Security Agreement (the "Security Agreement") dated December 31, 2009 between and amongst the Company and the ESOP Trust.

The Transaction

For an effective fourteen percent (14%) rate of return ($628.79 per $1,000 par value amount) on the $30,000,000 principal; face amount value of its seven percent (7%); Series 2010A Bonds or a re-marketing bond discount in the amount of $11,136,300,the Company agreed to sale, to the ESOP Trust for the purpose of re-marketing said Series 2010A Bonds on a secondary market basis to certain Qualified Institutional Buyers (QIBs), $30,000,000 aggregate principal amount of its 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; First Mortgage Bonds Due 2020 (the "Bonds") at $628.79 for each 30,000; $1,000 par value or an aggregate value of $18,863,700.

49

CITIZENS CAPITAL CORP.

(a development stage company)

Each $1,000 Par Value Bond is convertible at $5.00 per share into 200 shares of the Company's Class A; no par; common stock or an aggregate of 6,000,000 common shares.

Each $1,000 Par Value Bond; of an aggregate of 30,000 bonds, is callable, by the Company, at Par plus a 7% percent premium or $1,070 for a total aggregate amount of $32,100,000.

Disposition of Series 2010A Bonds

In order to reduce the outstanding, principal loan balance of the ESOP Note2 payable to the Company, the ESOP Trust may liquidate on a secondary market basis, at any time in the institutional, capital market place, up to $30,000,000 aggregate principal value of its Citizens Capital Corp.; 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; Secured; First Mortgage Bonds Due 2020 held.

Liquidating Call Provision

Pursuant to the provision of the ESOP Note2 and the Security Agreement thereof, the Company or the assigned Note holder of record thereof, shall have the "demand" right to require the ESOP Trust to liquidate on a secondary market basis, at any time, up to "ALL" of it $30,000,000 aggregate principal amount of its: 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; Secured; First Mortgage Bond holdings.

If said Series 2010A Bonds are not successfully re-marketed by the ESOP Trust to Qualified Institutional Buyer’s (QIBs) and/or certain accredited investors, in whole or in part, the debt balance remaining related to the Series 2010A Bonds issuance, as well as, the note receivable2 and liability thereof shall be extinguished.

12.       INTANGIBLE ASSETS

Brands, Rights and Services

The Company, through its interest in Landrush Realty Corporation, owns the registered trademark, distribution and exclusive marketing rights to The Texas Home Equity ReFund®, The Cash-Out Mortgage ReFinancer® and The Home Equity Cashier® 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® magazine publication.  During the Company’s 2006 fiscal year, its Media Force unit discontinued production of its Black Financial News® magazine publication.  On January 1, 2007, the Company’s Media Force unit completed transformation and conversion of its Black Financial News magazine publication into the Black Financial News® Network video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.

The Company, through its interest in SCOR Brands Inc., owns the registered trademark, distribution and exclusive marketing rights to the SCOR® 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 for the Landrush; Media Force and SCOR trademarks, brands and rights were fully amortized on a straight line basis through the period ended December 31, 2003.

50

CITIZENS CAPITAL CORP.

(a development stage company)

On January 1, 2008, the Company’s Media Force unit completed transformation and conversion of its Black Financial News® magazine publication into the Black Financial News® Network (BFNN) video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.  For the period ended December 31, 2008, the Company accounted for the value of its internally developed Black Financial News® Network (BFNN) video based website based on initial contributed research, development, design and project implementation cost considerations which totaled $10,000.

On February 5, 2008, the Company officially completed the development of Dream League Football Association (DLFA), to include the design of its Dream League Football Association, league seal, the league brand, team logos for each of its twenty (20) initial teams, league website (dreamleaguefootball.com) and Dream League TV Network, game and programming broadcast channel.

The Company, through each of its twenty (20) DLFA teams, holds the exclusive television and radio broadcast rights, product manufacturing, product marketing, product merchandising and product distribution rights for each of its twenty (20) uniquely branded teams and team logos. Each the Company’s named DLFA teams as they pertain to their team brands and current cities of operation, respectively, are listed as follows:

Stampede (Austin, TX); Rustlers (Dallas, TX); Drillers (Houston, TX); Warriors (Oklahoma City, OK); River Wranglers (San Antonio, TX); Blackjacks (Las Vegas, NV); Stars (Los Angeles, CA); Mountaineers (Salt Lake City, UT); Pioneers (Portland, OR); Silicons (San Jose, CA); Gamblers (Newark, NJ); Gotham Gladiators (New York, NY); Liberty (Philadelphia, PA); Rhinos (Toronto, CN); Vultures (Richmond, VA); Bulldogs (Chicago, IL); Condors (Columbus, OH); Roaddoggs (Detroit, MI); Stallions (Louisville, KY); Cheezheads (Milwaukee, WI).

For the period ended December 31, 2008, the Company accounted for the value of its internally developed DLFA assets, twenty (20) DLFA teams, inclusive of the exclusive television and radio broadcast rights, product manufacturing, product marketing, product merchandising and product distribution rights for each of its twenty (20) uniquely branded DLFA teams and team logos based on  initial contributed research, development, design and project implementation cost considerations which totaled $25,000.

On March 15, 2009, the Company’s Media Force unit completed the internal development of its Black Financial News TV Network®, a CNN (Cable News Network) styled, 24/7, daily, broadband video delivered, financial, business and general news broadcast center whose content is targeted towards the global, black consumer market.  For the period ended December 31, 2009, the Company accounted for the value of its internally developed Black Financial News® TV Network (BFNN) based on initial contributed research, development, design and project implementation cost considerations which totaled $25,000.

Goodwill

As a result of the December 28, 2009 dated asset purchase transaction, between and amongst the Company and DLFA Industries, Inc. (“Industries”) related to the sale of the intangible assets of the Dream League Football Association (DLFA) in exchange for 250,000,000 shares of Industries’ common stock, the Company for the period ended December 31, 2009, eliminated the net amortized value of said DLFA intangible assets of $20,250. As such, the Company subsequently experienced a loss of $4,750 related to the disposition of said DLFA intangible assets which was reflected as a charge to the Company’s income for the period ended December 31, 2009.

51

CITIZENS CAPITAL CORP.

(a development stage company)

For the period ended December 31, 2009, there was no public market value for Industries’ common stock. As such, the Company accounted for its aggregate 250,100,000 common share equity interest in Industries on the basis of the $0.0001 par value of Industries’ common stock at the close of the December 28, 2009 transaction between the Company and Industries.  Thereby, for the period ended December 31, 2009, the Company recorded a value of $25,010 under the “Other Assets – Investments” section of its balance sheet representing its common stock, equity interest investment in Industries. Further, for the period ended December 31, 2009, the Company recorded a value of $4,760 ($25,010 minus $20,250) under the “Goodwill” section of its balance sheet representing the differential between the $20,250 disposal value of the Company’s DLFA intangible assets and the $25,010 acquisition value of the Company’s common equity investment interest in Industries’, at par value.

Net intangible assets for the period ended December 31, 2010 was $31,824.

Schedule of Intangible Assets
Intangible Value of Black Financial News® Network (BFNN) video based website assets at December 31, 2008				$	10,000
Amortization of  Intangible Value of Black Financial News® Network (BFNN) video based website assets for the Period ended December 31, 2010 / Accumulated amortization.	$	(810	)		(2,710	)
Intangible Value of Black Financial News® Network (BFNN) video based website (less) accumulated amortization  through the Period ended December 31, 2010.					7,290
Intangible Value of Dream League Football Association (DLFA) assets at December 31, 2008				$	25,000
Amortization of Dream League Football Association (DLFA) for Period ended December 31, 2009 / Accumulated amortization.	$	-			(4,750	)
Intangible Value of Dream League Football Association (DLFA) assets (less) accumulated amortization through the Period ended December 31, 2009.					20,250
Sale/Disposal of Intangible Asset – December 31, 20009					(20,250	)
Net Intangible Value of Dream League Football Association (DLFA) asset for the period ended December 31, 2010.					- 0 -
Intangible Value of Black Financial News® TV Network assets at December 31, 2009				$	25,000
Amortization of Intangible Value of Black Financial News® TV Network (BFNN) for the Period ended December 31, 2010 / Accumulated amortization.	$	(2,250	)		(4,750	)
Intangible Value of Black Financial News® TV Network (BFNN) (less) accumulated amortization through the Period ended December 31, 2010.					20,250
Intangible Value of  DLFA - Goodwill December 31, 2009				$	4,760
Amortization of Intangible Value of DLFA – Goodwill for the Period ended December 31, 2010 / Accumulated amortization.	$	(476	)		(476	)
Intangible Value of DLFA-Goodwill (less) accumulated amortization through the Period ended December 31, 2010.					4,284
Net Intangible Asset Value at December 31, 2010.				$	31,824

52

CITIZENS CAPITAL CORP.

(a development stage company)

13. SERIES 2010A; 144A BOND ISSUANCE

In order to fund and facilitate its corporate acquisition initiatives and debt capital requirements, the Company has duly authorized and caused to be established, a Series Bond Indenture (“Indenture”), which provides for the issuance from time to time of its unsecured debentures, secured bonds or other evidences of indebtedness (herein called the “Debt Securities”), to be issued in one or more series as provided by said Indenture.

Issuer: On December 31, 2009, Citizens Capital Corp. (the “Company”) issued an aggregate of 30,000 of its Series 2010A; 7%; $1,000 Par Value; Convertible; Callable; 144A; First Mortgage Bonds Due 2020 (the "Series 2010A Bonds") pursuant to Regulation D; Rule 506 of the Securities Act of 1933, as amended and a notice of sale of securities was filed there under on January 7, 2010 (File No. 021-92553-5F). The Series 2010A Bonds were designated as 144A restricted securities under the Securities Act of 1933, as amended, and may only be resold to Qualified Institutional Buyer’s (QIBs) and/or certain accredited investors, pursuant to Rule 144A, unless some other exemption from the requirements of registration is relied upon.

CUSIP Number: 174445AA4

Purpose:  The Company’s Series 2010A Bonds were issued in order to 1) facilitate and fund the Company’s program of acquisition; 2) for working capital and 3) for general corporate purposes.

Conversion: The Series 2010A Bonds are convertible at US $5.00 per share into 200 shares of the Company’s common stock (OTC:CAAP) per each $1,000 par value bond held for an aggregate of 6,000,000 shares of the Company’s common stock. Said conversion shares shall be converted on a “Non Dilutive” basis from currently issued and/or outstanding shares of the Company’s common stock totaling 48,022,500. The source of said conversion shares, if converted, may be derived from the Company’s treasury stock and/or on a “demand” call basis from shares held and provided by the Company’s Citizens Capital Corp. 1998 ESOP Trust.

Maturity Date:The maturity date for the Company’s Series 2010A bonds is: December 31, 2020.

Denomination:The Company issued an aggregate of 30,000 of its Series 2010A Bonds in denominations of $1,000 for a total aggregate value of $30,000,000.

Use of Proceeds: The Company intends to use net proceeds from its Series 2010A Bond issuance and/or the proceeds from the secondary market, re-marketing thereof the in the following manner:

1) To facilitate and fund its corporate and asset acquisition program;

2) To acquire certain broadband video broadcast equipment as related to its Media Force unit’s Black Financial News TV Network;

53

CITIZENS CAPITAL CORP.

(a development stage company)

3) To acquire certain IPTV broadcast equipment as related to its Media Force unit’s 100+ channels; pay television, broadcast programming and distribution platform;

4) To facilitate certain land and/or property acquisitions related to team Stadium requirements of its DLFA Industries Inc. unit’s Dream League Football Association (DLFA) professional football assets.

5) For working capital;

6) For general corporate purposes; and

7) To pay certain cost related to the issuance and re-marketing of the 2010A Bonds.

Interest: Annual face value, interest payable on the Company’s Series 2010A 7%; Bonds is US $2,100,000; payable semi-annually in the amount of US $1,050,000. Said semi-annual interest payments are payable on June 15th and December 15th of each year. Interest payments on the Series 2010A Bonds shall commence beginning on the first interest payment date subsequent to the secondary, re-marketing of said Series 2010A Bonds, by the initial Series 2010A Bond purchaser.

Callable:                 The Bonds are callable at any time, by the Company, at a 7% percent premium or US $1,070.00 per each $1,000.00 par value bonds held by registered and/or beneficial holder interest bondholders thereof for an aggregate value of US $32,100,000.

Delivery of Securities;

Registration Status: The Company’s Series 2010A Bonds were initially delivered, by the Company, to the initial Series 2010A Bond purchaser in certificated form for each $1,000 Par Value purchased or an aggregate of 30,000 Series 2010A face amount Bonds.

The Series 2010A Bonds are restricted securities and may only be resold subject to registration, exchange or an exemption from the requirements of registration. As a 144A designated security, the Bonds may only be resold to Qualified Institutional Buyers (QIBs) pursuant to Rule 144A as promulgated under the Securities Act of 1933 (the “Act”), as amended.

The Company does not intend to register the Bonds pursuant to the Securities Act of 1933 (the “Act”), as amended, unless request is made and received in writing by more than fifty percent (50%) of Series 2010A registered and/or beneficial interest bondholders.

The Company at its sole discretion; at the request of the initial Series 2010A Bond purchaser; or at the request of certain secondary market Series 2010 Bond purchasers, move designate the Series 2010A Bonds as a Global Security with the Depository Trust Company (DTC). As a 144A, Global Security, the Bonds may trade freely amongst QIBs, as well as, have book-entry clearing and settlement through the DTC.

If said Series 2010A Bonds are not successfully re-marketed by the ESOP Trust to Qualified Institutional Buyer’s (QIBs) and/or certain accredited investors, in whole or in part, the debt balance remaining related to the Series 2010A Bonds issuance and note receivable2 and the liability thereof shall be extinguished.

14. DISCOUNT ON SERIES 2010A; 144A BOND ISSUANCE

Pursuant to a December 31, 2009 dated Bond Purchase agreement between Citizens Capital Corp. ESOP Trust (“ESOP Trust”) and the Company, as Bond Issuer, the Company sold to the ESOP Trust, a $30,000,000 issue of its 7%; $1,000 par value; Series 2010A; convertible; callable; 144A; First Mortgage Bonds due 2020 (the “Series 2010A Bonds”).

54

CITIZENS CAPITAL CORP.

(a development stage company)

To facilitate the secondary re-marketing of said Series 2010A Bonds on a best-efforts basis by the ESOP Trust, to Qualified Institutional Buyer’s (QIBs) and/or certain accredited investors, the Company sold said Series 2010A bonds at a price of $18,863,700, representing a fourteen percent (14%) rate of return and discount on the $30,000,000 principal; par value of the seven percent (7%); Series 2010A Bonds in the amount of $11,136,300, or $628.79 per each $1,000 par value amount of said Series 2010A Bonds.

Interest on the Series 2010A Bonds is calculated utilizing the “effective interest rate” accounting method and is payable semi-annually for a period of ten (10) years and full amortization of the $11,136,300 bond discount is amortized for twenty (20) semi-annual periods.  Scheduled semi-annual interest payments for the period, plus, the amortized portion of the bond discount is charged by the Company to interest expense for each annual period ended December 31 while the Series 2010A Bonds remain outstanding, in whole or part.

If said Series 2010A Bonds are not successfully re-marketed by the ESOP Trust to Qualified Institutional Buyer’s (QIBs) and/or certain accredited investors, in whole or in part, the debt balance remaining, if any, related to the Series 2010A Bonds issuance and the liability thereof shall be extinguished.

For the period ended December 31, 2009, annual interest payable and amortized bond discount for the Series 2010A Bonds was $0 and $0 respectively.

Date	Annual Interest Payment @ 7% x Face Value (3.5% Semi-Annual Rate)		Semi- Annual Interest Expense @ 14% Rate of Return x Previous Year Book Value (7% Semi-Annual Rate)		Amortization of Bond Discount		Balance in Bond Discount Account		Face Value Balance in the Bonds Payable Account		Book Value of Bonds
Jan 1, 2011							$	1,136,300	$	30,000,000	$	18,863,700
Jun 15, 2011	$	1,050,000		1,320,459		270,459		10,865,841	$	30,000,000		19,134,159
Dec 15, 2011	$	1,050,000		1,339,391		289,391		10,576,450	$	30,000,000		19,423,550
Jun 15, 2012	$	1,050,000		1,359,649		309,649		10,266,801	$	30,000,000		19,733,199
Dec 15, 2012	$	1,050,000		1,381,324		331,324		9,935,477	$	30,000,000		20,064,523
Jun 15, 2013	$	1,050,000		1,404,517		354,517		9,580,960	$	30,000,000		20,419,040
Dec 15, 2013	$	1,050,000		1,429,333		379,333		9,201,627	$	30,000,000		20,798,373
Jun 15, 2014	$	1,050,000		1,455,886		405,886		8,795,741	$	30,000,000		21,204,259
Dec 15, 2014	$	1,050,000		1,484,298		434,298		8,361,443	$	30,000,000		21,638,557
Jun 15, 2015	$	1,050,000		1,514,699		464,699		7,896,744	$	30,000,000		22,103,256
Dec 15, 2015	$	1,050,000		1,547,228		497,228		7,399,516	$	30,000,000		22,600,484
Jun 15, 2016	$	1,050,000		1,582,034		532,034		6,867,482	$	30,000,000		23,132,518
Dec 15, 2016	$	1,050,000		1,619,276		569,276		6,298,206	$	30,000,000		23,701,794
Jun 15, 2017	$	1,050,000		1,659,126		609,126		5,689,080	$	30,000,000		24,310,920
Dec 15, 2017	$	1,050,000		1,701,764		651,764		5,037,316	$	30,000,000		24,962,684
Jun 15, 2018	$	1,050,000		1,747,388		697,388		4,339,928	$	30,000,000		25,660,072
Dec 15, 2018	$	1,050,000		1,796,205		746,205		3,593,723	$	30,000,000		26,406,277
Jun 15, 2019	$	1,050,000		1,848,439		798,439		2,795,284	$	30,000,000		27,204,716
Dec 15, 2019	$	1,050,000		1,904,330		854,330		1,940,954	$	30,000,000		28,059,046
Jun 15, 2020	$	1,050,000		1,964,133		914,133		1,026,821	$	30,000,000		28,973,179
Dec 15, 2020	$	1,050,000		2,028,123		978,123		48,698	$	30,000,000		29,951,302
Jun 15, 2021	$	1,050,000		1,098,698		48,698		0	$	30,000,000	$	30,000,000

55

CITIZENS CAPITAL CORP.

(a development stage company)

15.     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, 2010, are as follows:

Note Receivable2 and advances from stockholder – The fair values approximate carrying amounts because of the short maturity of those instruments.

Credit card cash advances;  loans from stockholders and Series 2010A Bonds – the fair values approximate carrying values due to the use of prevailing interest rates.

16.      Concentrations

The Company’s revenue for the period were  generated primarily from its Media Force unit, thus the Company may be said to have a concentration as it relates to revenues generated by business segment. During the period, the Company actively marketed, developed and pursued business for the Company, its DLFA segment and both its Media Force and SCOR units.

17.      Subsequent Events

The Company does not report any material events which occurred subsequent to the period ended December 31, 2010.

56

CITIZENS CAPITAL CORP.

(a development stage company)

Item 9.  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.  As of the period ended December 31, 2010, the Company has neither previously, subsequently nor currently had any disagreements with its independent accountant on any matters regarding accounting principles or practices, financial statement disclosure, or auditing scope or procedure.  For the period ended December 31, 2010, the Company intends to select a new auditor.

 9A. Controls and Procedures.

As of the Company’s fiscal year ended December 31, 2010, Executive Management of the Company hereby states that it is its corporate responsibility to establish and maintain adequate internal controls over financial reporting as it pertains to the operations of the Company.

Executive Management of the Company hereby states that the framework it established to evaluate the effectiveness of the Company’s internal control over financing reporting involved taking a “hands on” approach to receiving source sales, expense and transactional documents, then subsequently taking the same “hands on” approach to recording and documenting said financial data represented by said source sales, expense and transactional documents in the appropriate transaction ledgers.  Further, Executive Management of the Company, extends its “hands on” approach maintain adequate internal controls over its financial reporting by reconciling data entered into the Company’s transactional ledgers with both the individual and aggregate values which are recorded and reported in the Company’s Un-audited financial statements for its respective quarter and year end periods.

For the Company’s fiscal year ended December 31, 2010, it is Executive Management’s assessment that the internal controls over the Company’s financial reporting process are effective. While Executive Management of the Company believes that the internal controls over the Company’s financial reporting process is effective, Executive Management believes that the level of reporting efficiency, in terms of automated financial reporting systems, can be improve the efficiency of the Company’s period end reporting and reduce the time necessary to close out both its quarterly and year end reporting process.

For the quarter ended December 31, 2010, Executive Management of the Company hereby states that it has not identified nor made any changes in the Company’s internal control over financial reporting which has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

Item 9B.  Other Information

The Company is hereby disclosing and reporting the below information which occurred during the Company’s fourth quarter covering the year end period of this report ended December 31, 2010 which would otherwise have been required to be disclosed and filed, by the Company, on Form 8-K Current Information report:

On Oct 21, 2010, the Company’s Black Financial News TV Network entered into a 10 year content licensing and distribution agreement with Memphis, Tennessee based Vivicast Media, LLC. (“Vivicast”). Vivicast is in the business of licensing television networks to third-party, multi-channel video pay-television distribution system owners that use CATV, SMATV, MMDS and alternative technology systems for distribution of television networks to their respective subscribers.

57

CITIZENS CAPITAL CORP.

(a development stage company)

On Oct 21, 2010, the Company’s DLFA Industries Inc. unit’s Dream League TV Network entered into a 10 year content licensing and distribution agreement with Memphis, Tennessee based Vivicast Media, LLC. (“Vivicast”). Vivicast is in the business of licensing television networks to third-party, multi-channel video pay-television distribution system owners that use CATV, SMATV, MMDS and alternative technology systems for distribution of television networks to their respective subscribers.

PART III

Item 10.  Directors and Executive Officers, Promoters and Control Persons.

Identification of Directors

Management of the Company is vested in its Board of Directors and officers. The directors of the Company are elected by a majority vote of its common shareholders. The officers of the Company hold office at the discretion of the Company’s Board of Directors. There are currently two (2) 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.  Currently, there are no nominees to the Company's Board of Directors.

Name	Age	Positions Held	Term of Office
Billy D. Hawkins	47	D; CEO; COB	19 years
Derrick A. Hayden	26	D; SEC	2 years

(D)=Director

(CEO)=Chief Executive Officer

(COO)=Chief Operating Officer

(COB)=Chairman of the Board

(CFO)=Chief Financial Officer

(SEC)=Secretary

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	47	D; CEO; COB	19 years
Derrick A. Hayden	26	D;  SEC	2 years

(D)=Director

(CEO)=Chief Executive Officer

(COO)=Chief Operating Officer

(COB)=Chairman of the Board

(CFO)=Chief Financial Officer

(SEC)=Secretary

Identification of Certain Significant Employees

58

CITIZENS CAPITAL CORP.

(a development stage company)

During fiscal year 2010, the Company did not enter into any material employment agreements and/or relationships which would have deemed said personnel to be a significant employee of the Company.

Family Relationships

Billy D. Hawkins, a Director, Chief Executive Officer and Chairman of the Board of the Company is the uncle by blood of Derrick Hayden, a Director and Secretary of the Company.

Business Experience

Billy D. Hawkins, Chief Executive Officer-- Mr. Hawkins, 47, a director since 1991, is founder, 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 implementation of the Company's internal asset development initiatives, as well as, its 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 bachelor’s degree in finance in 1986.

Derrick A. Hayden, Secretary-- Mr. Hayden, 26, secretary and a director since 2009.  Since 2007, Mr. Hayden has served as an instructor for both the La Porte, Texas and Pasadena, Texas Independent School Districts. Mr. Hayden attended Eastern New Mexico University where he received a bachelor’s degree in Education in 2007.

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 preceding past five years since the Company’s fiscal year ended December 31, 2010, 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 preceding past five years since the Company’s fiscal year ended December 31, 2010, 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 preceding past five years since the Company’s fiscal year ended December 31, 2010, 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.

59

CITIZENS CAPITAL CORP.

(a development stage company)

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

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

(4) During the preceding past five years since the Company’s fiscal year ended December 31, 2010, 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 preceding past five years since the Company’s fiscal year ended December 31, 2010, 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 preceding past five years since the Company’s fiscal year ended December 31, 2010, 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 11.  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, 2010. No executive officer received total annual salary, bonus, or other compensation in excess of $100,000 during the fiscal year ended December 31, 2010.

Summary Compensation Table
		Annual compensation			Long term compensation
					Awards		Payouts
Name and principal position (a)	Year (b)	Salary($) (c)	Bonus ($) (d)	Other annual compensation ($) (e)	Restricted stock award(s) (f)	Securities underlying options/SARs(#) (g)	LTIP Payouts ($) (h)	All other compensations ($) (i)
CEO, Billy D. Hawkins	2010	$0.00(1)	$0.00(1)	$0.00(1)	$0.00(1)	100,000(1)	$0.00(1)	$0.00(1)
Secretary, Derrick A. Hayden	2010	$0.00(2)	$0.00(2)	$0.00(2)	$0.00(2)	100,000(2)	$0.00(2)	$0.00(2)

(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 its fiscal year ended December 31, 2010.

(2)  Mr. Hayden did not receive any form of cash  or  non-cash salary  or bonus as compensation during the Company's fiscal year ended December 31, 2010 for his role as the Company’s Secretary.

60

CITIZENS CAPITAL CORP.

(a development stage company)

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 five (5) years of consecutive service that are not covered by a collective bargaining agreement.  Participants in the Plan may be vested after three years of uninterrupted service with the Company.

The Company, at the sole discretion of its Board of Directors, may alter in part or eliminate in whole, both the 1998 Plan and/or the Plan.

Item 12.  Security Ownership of Certain Beneficial Owners and Management.

The total outstanding common stock of the Company as of December 31, 2010, consists of 48,022,500 shares.  All outstanding shares of common stock are entitled to one vote per share.

Security Ownership of Management

The following table sets forth certain information regarding the beneficial ownership as of December 31, 2010, 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 43,261,715 shares or 90% of the issued and outstanding shares of common stock as set forth in the following table.

(1) Title of Class	(2) Name of Beneficial Owner	(3) Amount and Nature of Beneficial Ownership	(4) Percent of Class
Common Stock	Billy D. Hawkins	29,781,715(1)(3)(4)	62%
Common Stock	Directors and Executive Officers As A Group (5) persons	13,480,000 (2)	28%

(*)  Less than 1%

61

CITIZENS CAPITAL CORP.

(a development stage company)

(1) The 3H Corporation directly owns 21,433,552 common shares of the Company.  Brice Street Partners Ltd., has sole voting and investment power over 900,164 additional common shares of the Company.  Mr. Hawkins in his role as 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 is a 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 other Executive Committee members 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) SCOR Brands, Inc. directly owns 5,000,000 common shares of the Company. Billy D. Hawkins, Chief Executive Officer; Chairman of the Board and a Director of the Company is the President and Chairman of the Board of SCOR Brands, Inc. As a result, Mr. Hawkins may be deemed to have voting and investment control of 5,000,000 common shares owned and/or controlled by SCOR Brands, Inc.

(4) Far Reach Technologies, Inc. directly owns 1,500,000 common shares of the Company.  Billy D. Hawkins, Chief Executive Officer; Chairman of the Board and a Director of the Company is a Managing Director of the Joint Venture between and amongst the Company and Far Reach Technologies, Inc.. As a result, the Company, through its Chief Executive Officer; Chairman of the Board and Director, Mr. Hawkins, may be deemed to have shared investment control of 1,500,000 common shares owned and/or controlled by Far Reach Technologies, Inc..

Changes in Control

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

Item 13.  Certain Relationships and Related Transactions.

Transactions with Management and Others

Billy D. Hawkins, a director, Chief Executive Officer and Chairman of the and Derrick A. Hayden, a director and Secretary 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. Derrick A. Hayden separately hold any interest in the trust's assets, Mr. Billy D. Hawkins and Mr. Derrick A. Hayden may be said to have shared investment power over said assets.

62

CITIZENS CAPITAL CORP.

(a development stage company)

Certain Business Relationships

For the Company's fiscal year ended December 31, 2010, Billy D. Hawkins, a director, Chief Executive Officer and Chairman of the Board of the Company also served as Chief Executive Officer, Chairman of the Board and/or Managing Director for the Company's three (3) 97% owned subsidiaries; Landrush Realty Corporation, Media Force Sports & Entertainment, Inc. and SCOR Brands Inc., as well as, its 100% owned subsidiary, DLFA Industries Inc..  Mr. Hawkins also serves as a Managing Director of the Company’s current Joint Venture relationship with Far Reach Technologies, Inc.

Further, Mr. Hawkins, a director, Chief Executive Officer and Chairman of the Board of the Company also serves on the Executive Committee of the Citizens Capital Corp. Employee Stock Ownership Trust.

Derrick A. Hayden, a Secretary of the Company, also served as a Director and Secretary for the Company’s 100% wholly owned subsidiary, DLFA Industries Inc.  Further, Mr. Hayden also serves on the Executive Committee of the Citizens Capital Corp. Employee Stock Ownership Trust.

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;

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 as a promoter of the Company.  For the Company's fiscal year ended December 31, 2010, the Company has not engaged nor is currently engaged with any external promoter(s) nor has the Company entered into any transaction with any external promoter(s) for the purpose of promoting the activities of the Company.

63

Item. 14.  Principal Accounting Fees and Services.

Principal fees charged to the Company, by its Public Accountant, related to the performance of various Accounting functions and services for the Company's fiscal years ended December 31, 2009 and December 31, 2010 respectively, were zero.

The scope of primary services provided by the Company’s Public Accountant for the period covered were as follows:

Audit Fees: - None

Audit-Related Fees: None

Tax Fees: None

All Other Fees: None

64

CITIZENS CAPITAL CORP.

(a development stage company)

PART IV

Item. 15.  Exhibits, Financial Statements, Schedules.

(a)           Documents filed as part of this report.

1) Financial Statements.

Consolidated financial statements for the period December 31, 2010 have been filed as part of this report.  Said financial statements are listed under at Item 8 of the report herein in. under “Managements Accounting Report” on the index to Consolidated Financial Statements; Page 30.

Consolidated financial statements for the periods December 31, 2001 thru December 31, 2009 have been filed as part of this report.  Said financial statements are listed on the Index to Consolidated Financial Statements on page 68.

2)  Financial Statement Schedules.

All financial statement schedules have been omitted because they are not applicable not required, or the information is shown in the consolidated financial statements or notes thereto.

3)   Exhibits

      See (b) below;  Exhibit Index; on page 66

65

CITIZENS CAPITAL CORP.

(a development stage company)

(b) Exhibits.

	EXHIBIT INDEX
Exhibit No	Description
3.1	Citizens Capital Corp; Amended Articles of Incorporation
3.2	Citizens Capital Corp; By-Laws
4.1	Instrument Defining The Rights of  Security holders
4.2	Citizens Capital Corp.; Series Bond Indenture Form
4.3	Citizens Capital Corp.;  Series 2010A; First Supplement to the Series Bond Indenture Form
4.4	Citizens Capital Corp. & Citizens Capital Corp. ESOP Trust; Series 2010A; 144A Bond Purchase; Re-marketing Agreement
10.3	Citizens Capital Corp. & Citizens Capital Corp. ESOP Trust; Promissory Note1 and Security Agreement
10.4	Citizens Capital Corp. & Citizens Capital Corp. ESOP Trust; Promissory Note2 & Security Agreement
10.5	Vivacast Media, LLC & Black Financial News TV Network; 10 year, content licensing & affiliate distribution agreement
10.6	Vivacast Media, LLC & Dream League TV Network; 10 year, content licensing & affiliate distribution agreement
10.7	Citizens Capital Corp. & DLFA Industries Inc. Asset Purchase Agreement
21.1	Subsidiaries of the Company
31.1
32.1	Certification of the Chief Executive Officer pursuant to Securities Exchange Act Rule 13a-14(b) and 18 U.S.C. Section 1350
99.1	Citizens Capital Corp.; Series 2010A; 144A;  Bond Certificate - Specimen

66

CITIZENS CAPITAL CORP.

(a development stage company)

( c ) Financial Statement Schedules.

None

67

CITIZENS CAPITAL CORP.

(a development stage company)

Item 15A. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements:
	Page No.
Management’s Accounting Report	72
Financial Statements (un-audited)
Consolidated Balance Sheet           As of December 31, 2009	73
Consolidated Statements of Operations           For the year ended December 31, 2009	75
Consolidated Statement of Stockholder’sEquity (Deficit)           For the year ended December 31, 2009	76
Consolidated Statements of Cash Flows           For the year ended December 31, 2009	79
Notes to Consolidated Financial Statements	80
Management’s Accounting Report	96
Financial Statements (un-audited)
Consolidated Balance Sheet           As of December 31, 2008	97
Consolidated Statements of Operations           For the year ended December 31, 2008	98
Consolidated Statement of Stockholder’s Equity (Deficit)           For the year ended December 31, 2008	99
Consolidated Statements of Cash Flows           For the year ended December 31, 2008	102
Notes to Consolidated Financial Statements	103

68

Management’s Accounting Report	113
Financial Statements (un-audited)
Consolidated Balance Sheet           As of December 31, 2007	114
Consolidated Statements of Operations           For the year ended December 31, 2007	115
Consolidated Statement of Stockholder’s Equity (Deficit)           For the year ended December 31, 2007	116
Consolidated Statements of Cash Flows           For the year ended December 31, 2007	119
Notes to Consolidated Financial Statements	120
Management’s Accounting Report	129
Financial Statements (un-audited)
Consolidated Balance Sheet           As of December 31, 2006	130
Consolidated Statements of Operations           For the year ended December 31, 2006	131
Consolidated Statement of Stockholder’s Equity (Deficit)           For the year ended December 31, 2006	132
Consolidated Statements of Cash Flows           For the year ended December 31, 2006	134
Notes to Consolidated Financial Statements	135
Management’s Accounting Report	144
Financial Statements (un-audited)
Consolidated Balance Sheet           As of December 31, 2005	145

69

Consolidated Statements of Operations           For the year ended December 31, 2005	146
Consolidated Statement of Stockholder’s Equity (Deficit)           For the year ended December 31, 2005	147
Consolidated Statements of Cash Flows           For the year ended December 31, 2005	149
Notes to Consolidated Financial Statements	150
Management’s Accounting Report	158
Financial Statements (un-audited)
Consolidated Balance Sheet           As of December 31, 2004	159
Consolidated Statements of Operations           For the year ended December 31, 2004	160
Consolidated Statement of Stockholder’s Equity (Deficit)           For the year ended December 31, 2004	161
Consolidated Statements of Cash Flows           For the year ended December 31, 2004	163
Notes to Consolidated Financial Statements	164
Management’s Accounting Report	172
Financial Statements (un-audited)
Consolidated Balance Sheet           As of December 31, 2003	173
Consolidated Statements of Operations           For the year ended December 31, 2003	174
Consolidated Statement of Stockholder’s Equity (Deficit)           For the year ended December 31, 2003	175

70

Consolidated Statements of Cash Flows           For the year ended December 31, 2003	177
Notes to Consolidated Financial Statements	178
Management’s Accounting Report	186
Financial Statements (un-audited)
Consolidated Balance Sheet           As of December 31, 2002	187
Consolidated Statements of Operations           For the year ended December 31, 2002	188
Consolidated Statement of Stockholder’s Equity (Deficit)           For the year ended December 31, 2002	189
Consolidated Statements of Cash Flows           For the year ended December 31, 2002	191
Notes to Consolidated Financial Statements	192
Management’s Accounting Report	197
Financial Statements (un-audited)
Consolidated Balance Sheet           As of December 31, 2001	198
Consolidated Statements of Operations           For the year ended December 31, 2001	199
Consolidated Statement of Stockholder’s Equity (Deficit)           For the year ended December 31, 2001	200
Consolidated Statements of Cash Flows           For the year ended December 31, 2001	202
Notes to Consolidated Financial Statements	203

71

1) Financial Statements for the year ended December 31, 2009.

MANAGEMENT’S ACCOUNTING REPORT

Board of Directors

Citizens Capital Corp.

Dallas, Texas

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the period end December 31, 2009.

/s/ Billy D. Hawkins

Citizens Capital Corp.

Chief Executive Officer

Dallas, Texas

December 7, 2010

72

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED BALANCE SHEET

December 31, 2009

CURRENT ASSETS:
Cash	$	(80,984	)
Accounts receivable		-
Total current assets		(80,984	)
OTHER ASSETS:
Investments –  (Note 10)		25,010
Note Receivable2 from ESOP Trust - (Note 11)		18,863,700
Total other assets		18,888,710
PROPERTY AND EQUIPMENT, net of accumulated depreciation		-
INTANGIBLE ASSETS, net of accumulated amortization of: $9,150 - (Note 12)
Brands; Rights; Services and Contracts		30,600
Goodwill		4,760
Total intangible assets		35,360
Total assets	$	18,843,086

73

LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	-
Advances from stockholder		8,270
Total current liabilities		8,270
LONG TERM LIABILITIES:
Credit card cash advances – (Note 4)		38,418
Interest Payable – Credit card advances  (Note 4)		48,340
Loans from stockholders – (Note 6)		26,714
Interest Payable - Stockholders’ Loans -  (Note 6)		7,088
Series 2010A; 7% percent; $1,000 par value; convertible; callable; 144A; First Mortgage Bonds due 2020 - (Note 13)		30,000,000
Discount on Series 2010A; 144A Bond Issuance - (Note 14)		(11,136,300	)
Total long term liabilities		18,984,260
Total liabilities	$	18,992,530
COMMITMENT - (Note 9)
STOCKHOLDERS’ DEFICIT:
Preferred stock, $1.00 stated value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000,000
Common stock, no par value, 100,000,000 shares authorized; 48,022,500 shares issued and outstanding ($.01 stated value)		480,225
Additional paid-in capital		48,812,053
Note receivable1 from ESOP – (Note 7)		(50,099,712	)
Deficit accumulated during the development stage		(342,010	)
Total stockholders’ deficit		(149,444	)
Total liabilities and stockholders’ deficit	$	(18,843,086	)

See accompanying notes to consolidated financial statements.

74

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2009			2008			December 31, 2009
SALES	$	37		$	103		$	177,924
COST OF SALES		3			-			37,401
OTHER INCOME/(LOSS)		(4,750	)		-			(8,707	)
GROSS MARGIN		(4,716	)		103			131,816
GENERAL AND ADMINISTRATIVE EXPENSES		9,938			9,568			473,826
NET LOSS	$	(14,654	)	$	(9,465	)	$	(342,010	)
NET LOSS PER SHARE (basic and diluted)	$		*	$		*

*  Less than $.01 per share

See accompanying notes to consolidated financial statements.

75

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock				Common Stock				Additional Paid-In			Note Receivable			Accumulated
	Shares		Amount		Shares		Amount		Capital			from ESOP			Deficit			Totals
Common stock issued founder upon incorporation		-	$	-		300	$	3	$	(3	)	$	-		$	-		$	-
Common stock issued founder December 24, 1993		-		-		22,499,700		224,997		(224,997	)		-			-			-
Preferred stock issued November 1, 1994		1,000,000		1,000,000		-		-		(988,000	)		-			-			12,000
Contributions by stockholder at various dates prior to 1997		-		-		-		-		56,096			-			-			56,096
Cumulative net loss through December 31, 1996		-		-		-		-		-			-			(65,271	)		(65,271	)
BALANCES, December 31, 1996		1,000,000		1,000,000		22,500,000		225,000		(1,156,904	)		-			(65,271	)		2,825
Common stock issued for brand and service marks November 14, 1997		-		-		3,000,000		30,000		(30,000	)		-			-			-
Contributions by stockholder during 1997		-		-		-		-		9,307			-			-			9,307
Net loss for the year		-		-		-		-		-			-			(9,657	)		(9,657	)
BALANCES, December 31, 1997		1,000,000		1,000,000		25,500,000		255,000		(1,177,597	)		-			(74,928	)		2,475
Common stock issued to ESOP May 8, 1998		-		-		15,000,000		150,000		49,950,000			(50,100,000	)		-			-
Contributions by stockholder during 1998		-		-		-		-		15,563			-			-			15,563
Net loss for the year		-		-		-		-		-			-			(17,353	)		(17,353	)
BALANCES, December 31, 1998		1,000,000		1,000,000		40,500,000		405,000		48,787,966			(50,100,000	)		(92,281	)		685

76

Contributions by stockholder during 1999	-	-	-	-	17,319		-		-		17,319
Net loss for the year	-	-	-	-	-		-		(18,203	)	(18,203	)
BALANCES, December 31, 1999	1,000,000	1,000,000	40,500,000	405,000	48,805,285		(50,100,000	)	(110,484	)	(199	)
Common stock issued and options for services	-	-	10,000	100	30,000		-		-		30,100
Contribution by stockholder during 2000	-	-	-	-	1,623		-		-		1,623
Net loss for  year	-	-	-	-	-		-		(87,234	)	(87,234	)
BALANCES, December 31, 2000	1,000,000	1,000,000	40,510,000	405,100	48,836,908		(50,100,000	)	(197,718	)	(55,710	)
Common stock issued to Joint Venture  Partner January 5, 2001	-	-	1,500,000	15,000	(15,000	)	-		-		-
Common stock issued for services January 25, 2001	-	-	1,012,500	10,125	-		-		-		10,125
Common stock issued to SCOR Brands subsidiary August 1, 2001	-	-	5,000,000	50,000	(50,000	)	-		-		-
Principal Repayment by ESOP of  Note Receivable during 2001	-	-	-	-	-		170		-		170
Net loss for  year	-	-	-	-	-		-		(63,351	)	(63,351	)
BALANCES, December 31, 2001	1,000,000	1,000,000	48,022,500	480,225	48,771,908		(50,099,830	)	(261,069	)	(108,766	)
Net loss for  year	-	-	-	-	-		-		(872	)	(872	)
BALANCES, December 31, 2002	1,000,000	1,000,000	48,022,500	480,225	48,771,908		(50,099,830	)	(261,941	)	(109,638	)
Net loss for  year	-	-	-	-	-		-		(10,721	)	(10,721	)
BALANCES, December 31, 2003	1,000,000	1,000,000	48,022,500	480,225	48,771,908		(50,099,830	)	(272,662	)	(120,359	)

77

Contribution by stockholder during 2004								2,159								2,159
Principal Repayment by ESOP of  Note Receivable during 2004	-		-	-		-		-		118			-			118
Net loss for  year	-		-	-		-		-		-			(3,359	)		(3,359	)
BALANCES, December 31, 2004	1,000,000		1,000,000	48,022,500		480,225		48,774,067		(50,099,712	)		(276,021	)		(121,441	)
Contribution by stockholder during 2005								18,929								18,929
Net loss for  year	-		-	-		-		-		-			(24,066	)		(24,066	)
BALANCES, December 31, 2005	1,000,000		1,000,000	48,022,500		480,225		48,792,996		(50,099,712	)		(300,087	)		(126,578	)
Contribution by stockholder during 2006								7,170								7,170
Net loss for  year	-		-	-		-		-		-			(10,215	)		(10,215	)
BALANCES, December 31, 2006	1,000,000		1,000,000	48,022,500		480,225		48,800,166		(50,099,712	)		(310,302	)		(129,623	)
Contribution by stockholder during 2007								2,897								2,897
Net loss for  year	-		-	-		-		-		-			(7,589	)		(7,589	)
BALANCES, December 31, 2007	1,000,000		1,000,000	48,022,500		480,225		48,803,063		(50,099,712	)		(317,891	)		(134,315	)
Contribution by stockholder during 2008								4,056								4,056
Net loss for  year	-		-	-		-		-		-			(9,465	)		(9,465	)
BALANCES, December 31, 2008	1,000,000		1,000,000	48,022,500		480,225		48,807,119		(50,099,712	)		(327,356	)		(139,724	)
Contribution by stockholder during 2009								4,934								4,934
Net loss for  year													(14,654	)		(14,654	)
BALANCES, December 31, 2009	1,000,000	$	1,000,000	48,022,500	$	480,225	$	48,812,053	$	(50,099,712	)	$	(342,010	)	$	(149,444	)

See accompanying notes to consolidated financial statements.

78

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2009			2008			December 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(loss)	$	(14,654	)	$	(9,465	)	$	(342,010	)
Adjustments to reconcile net loss to cash used by operating activities:
Expenses paid by stockholder		4,934			4,056			135,228
Services paid for with stock and options		-			-			40,225
Depreciation and amortization		5,650			3,500			23,872
Amortization of Series 2010A; 144A bond discount		-			-			-
Loss on sale/disposal of equipment		-			-			20,242
Loss on sale/disposal of intangible assets - brands, rights, services, contracts		20,250			-			20,250
Changes in assets/liabilities
(Increase) decrease in accounts receivable		-			-			-
(Increase) decrease in prepaid expenses		-			-			-
(Increase) decrease in intangible assets – brands, rights, services, contracts		(25,000	)		(35,000	)		(60,400	)
(Increase) decrease in intangible assets – Goodwill		(4,760	)		-			(4,760	)
(Increase) decrease in other assets - Note   Receivable2 from ESOP		(18,863,700	)		-			(18,863,700	)
Increase (decrease) in accounts payable		-			-			-
Increase in credit card cash advances		-			-			38,418
Increase (decrease) in interest payable – Credit card cash advances		4,131			3,935			48,340
Increase (decrease) in interest payable –  Stockholders’ Loans		1,300			1,250			7,088
Net cash (provided) used by operating activities		(18,871,849	)		(31,724	)		(18,937,207	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			-			(34,564	)
Acquisition of common stock for intangible assets		(25,010	)		-			(25,010	)
Net cash used by investing activities		(25,010	)		-			(59,574	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock and contribution by stockholder		-			-			16,825
Stockholders Loans		-			-			26,714
Stockholders advances		-			-			8,270
Proceeds from repayment of Note Recv1. by ESOP		-			-			288
Series 2010A; 7% percent 144A; bond issuance		30,000,000			-			30,000,000
Re-marketing discount on Series 2010A; 7% percent 144A; bond issuance		(11,136,300	)		-			(11,136,300	)
Net cash provided by financing activities		18,863,700			-			18,915,797
NET INCREASE/DECREASE IN CASH		(33,159	)		(31,724	)		(80,984	)
CASH, beginning of period		(47,825	)		(16,101	)		-
CASH, end of period	$	(80,984	)	$	(47,825	)	$	(80,984	)
SUPPLEMENTAL INFORMATION -
Interest paid during year	$	-		$	-

See accompanying notes to consolidated financial statements.





79

CITIZENS CAPITAL CORP.

(a development stage company)

1.      General and Summary of Significant Accounting Policies

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

Company Background

Citizens Capital Corp. (the “Company”) is a development stage holding company with plans to target, evaluate and pursue specific acquisition candidates or joint venture and/or internally 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 four market segments: 1) commercial and multi-family residential real estate investment and development; 2) specialty news, broadband television broadcasting; 3) the design, marketing and distribution of branded athletic shoes and apparel and 4) professional sports entertainment and broadcasting, through its four wholly owned subsidiaries: Landrush Realty Corporation (“Landrush” - 97%); Media Force Sports & Entertainment, Inc. (“Media Force”- 97%); SCOR Brands, Inc. (“SCOR” - 97% ) and DLFA Industries, Inc. (“Industries”- 100%). Operations since inception have primarily included expenditures related to development of the Company’s proposed business ventures. In 2000, the Company acquired the assets of a printing business for integration into its Media Force unit and the Company primarily through this unit began to generate revenues.

On March 19, 1999, pursuant to the Exchange Act of 1934, as amended, the Registrant filed a Form 10 registration statement and thereby registered with the United States Securities and Exchange Commission, 39,500,000 shares of its Class A; common stock for secondary market trading. Said Form 10 registration statement became effective on or about May 16, 1999. The 39,500,000 common shares included 15,000,000 common shares initially held by the Registrant’s ESOP Trust (see Note 7).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) based broadband networks.

On January 1, 2008, the Company’s Media Force unit completed transformation and conversion of  its Black Financial News® magazine publication into the Black Financial News® Network (BFNN) video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.

80

CITIZENS CAPITAL CORP.

(a development stage company)

On February 5, 2008, the Company officially completed the internal development of the Dream League Football Association (DLFA), to include the design of its Dream League Football Association, league seal, the league brand and team logos for each of its twenty (20) initial teams.

The Company, through each of its twenty (20) DLFA teams, holds the exclusive television and radio broadcast rights, product manufacturing, product marketing, product merchandising and product distribution rights for each of its twenty (20) uniquely branded teams and team logos. Each the Company’s named DLFA teams as they pertain to their team brands and current cities of operation, respectively, are listed as follows:

Stampede (Austin, TX); Rustlers (Dallas, TX); Drillers (Houston, TX); Warriors (Oklahoma City, OK); River Wranglers (San Antonio, TX); Blackjacks (Las Vegas, NV); Stars (Los Angeles, CA); Mountaineers (Salt Lake City, UT); Pioneers (Portland, OR); Silicons (San Jose, CA); Gamblers (Newark, NJ); Gotham Gladiators (New York, NY); Liberty (Philadelphia, PA); Rhinos (Toronto, CN); Vultures (Richmond, VA); Bulldogs (Chicago, IL); Condors (Columbus, OH); Roaddoggs (Detroit, MI); Stallions (Louisville, KY); Cheezheads (Milwaukee, WI).

On March 15, 2009, the Company’s Media Force unit completed the internal development of its Black Financial News TV Network®, a CNN (Cable News Network) styled, 24/7, daily, broadband video delivered, financial, business and general news broadcast center whose content is targeted towards the global, black consumer market. Black Financial News TV Network® content is delivered both direct to home, via television set top box and to the personal computer (PC) and  transmitted over traditional digital terrestrial, as well as, next generation Internet Protocol (IP) networks through Over the top (OTT) video service providers, and to the subscribers of various multi-channel video, pay-television distribution system operators.

On December 28, 2009, the Company entered into a Sell/Purchase Agreement (the “Purchase Agreement”) with DLFA Industries Inc. (“Industries”), a newly formed entity organized under the Laws of the State of Texas.  Pursuant to the terms of the Purchase Agreement, the Company agreed to sale, to Industries, all of the tangible and intangible assets (the “Assets”) of the Dream League Football Association, professional football league (the “League”) in exchange for the issuance of an aggregate of 250,000,000 shares of Industries’ common stock to the Company @ $0.20 per share or an aggregate common stock share value of $50,000,000, as payment in full, thereby causing Industries to hold 250,100,000 Industries common shares and thence become a 100% percent, wholly-owned subsidiary of the Company as of December 31, 2009.  Pursuant to a Form D; Notice of Securities Sales filed on January 7, 2010 with the Securities and Exchange Commission (File Number: 021-137524), Industries common stock, issued to the Company, were allocated in the following amounts and price per share pursuant to Regulation D; Rule 230.504 and 230.506 respectively, of the Securities Act of 1933, as amended.

1) 5,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.504.

2) 245,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.506.

81

CITIZENS CAPITAL CORP.

(a development stage company)

For the period ended December 31, 2009, there was no public market value for Industries’ common stock. As such, the Company accounted for its aggregate 250,100,000 common share equity interest in Industries on the basis of the $0.0001 par value of Industries’ common stock at the close of the December 28, 2009 transaction between the Company and Industries.  Thereby, for the period ended December 31, 2009, the Company recorded a value of $25,010 under the “Other Assets – Investments” section of its balance sheet representing its common stock, equity interest investment in Industries.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant inter-company 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.

Due to a general decline in the commercial printing business combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability, As such, the Company made the strategic decision to discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003 resulting in the retirement and elimination of all related equipment at the depreciated value of $20,242.  As such, the Company experienced a loss of $10,758 related to the disposition of said equipment which was reflected and charged to the Company’s income for the period ended December 31, 2003.

While the Company elected to discontinue its Media Force unit’s in house, commercial printing operation, the Company’s Media Force unit continues to produce, on an outsource basis going forward, its Black Financial News® magazine publication.  Further, the Company’s Media Force unit continues to offered and provide several commercial printing products and services, to existing customers, on an outsourced, brokered basis for the period ended December 31, 2003.

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 48,022,500 and 48,022,500 for the years ended December 31, 2009 and 2008, respectively.

82

CITIZENS CAPITAL CORP.

(a development stage company)

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, resulting from net operating loss carry forwards (NOL) for tax which were fully reserved.  The Company had no material deferred tax liabilities. The Company’s NOL at December 31, 2009 was approximately $256,508 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 the2010 Fiscal Year

The Company’s plan of operation for the 2010 fiscal year is to: (1) further the development of the Company’s Media Force unit’s Black Financial News TV Network®, a CNN style, broadband video delivered, news broadcast center for transmission over existing Internet Protocol (IP) networks, Over the top (OTT) video service providers, and to the subscribers of various multi-channel video, pay-television distribution system operators.

The Company intends to further the development of its wholly owned, DLFA Industries’ unit’s Dream League Football Association (DLFA), a professional football league assets. The DLFA is structured to have twenty (20) teams located in twenty (20) of the top consumer markets in North America. The DLFA is also intended to serve as material, sports media broadcast content originating from its Dream League TV network. The Dream League Football Association players are projected and intended to wear the Company’s SCOR Brands unit’s SCOR brand footwear as the official shoe of the Dream League Football Association.

The Company’s SCOR Brands unit has completed development of its SCOR Brand footwear and has previously introduced said branded footwear products into the consumer market place. The Company intends to continue to look for opportunities to produce and further the marketing and distribution of its SCOR branded footwear products into the consumer market place and (2) continue to target, evaluate and pursue suitable mergers and/or acquisition candidates. The Company’s cash requirements have been funded to date by its principal stockholder.  The Company generally projects a consistent annual requirement of approximately $1,000,000 as an available acquisition line of credit to be utilized to target, evaluate and pursue and consummate potential acquisition candidates. The Company intends to attempt to borrow these funds from affiliates of the Company and third party lenders, as well as, access both the public and private debt and equity capital markets, through its ESOP Trust, when and where available.  Should the Company be unable to borrow these funds, it may be unable to fully implement its business plan, as well as, its plan of acquisition. Regardless of whether any funding is received, the Company’s major stockholder has committed to provide funding required which allows the Company to continue as a going concern.

83

CITIZENS CAPITAL CORP.

(a development stage company)

3.    Acquisition

In July 2000, the Company acquired the assets and operations of a printing business for $31,000 for integration with its Media Force unit.  The acquisition was accounted for as a purchase and the operations are consolidated with those of the Company beginning July 1, 2000.

Due to a general decline in the commercial printing business subsequent to the terrorist attacks of September 11, 2001 and the corresponding softening of the United States economy, combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability. As such, the Company made the strategic decision to re-deploy its resources and discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003.

4.      Credit Card Cash Advances

The Company, through its Landrush Realty Corporation subsidiary unit, 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.  As of December 31, 2000, the Company discontinued active use and/or further cash advances from said credit card as a funding source. However, said credit card balance outstanding shall continue to accrue annual interest payable at 19.8 per annum. For the period ended December 31, 2003, interest payable on the credit card principal balance outstanding was $26,322.

On November 22, 2004, the Company’s principal officer reached agreement with credit card provider to restructure the annual interest rate charge, charged on the annual outstanding card balance, from 19.8% per annum to 5% per annum and convert the repayment term of said current outstanding credit card balance to a 10 year term with a maturity date of November 22, 2014.  Per the terms of the agreement, the Company many repay the full outstanding credit card balance, with accrued interest, at any time prior to the maturity date of November 22, 2014.  As of its period ended December 31, 2004, the Company re-classified and recorded the existing outstanding credit card balance, with accrued interest payable, as a long term liability of the Company.  Total Credit Card loan Principal and Accrued Interest Due as of the period ended December 31, 2009 is: $86,758.

5.0% Credit Card Loan; due November 22, 2014; payable in full at maturity with accrued interest..			$	38,418
Credit Card; Interest Payable for the Period ended December 31, 2009.	$	4,131
Credit Card; Accrued Interest Payable through the Period ended December 31, 2009.				48,340
Total Principal and Accrued Interest Due -  as of December 31, 2009.			$	86,758

84

CITIZENS CAPITAL CORP.

(a development stage company)

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 Company. For the period ended December 31, 2009, advances from stockholder outstanding was $8,720.

6.      Stockholders’ Loans

The Company has received unsecured loans from stockholders in the following original dates and amounts; interest rates and maturity dates:

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

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

For the period ended December 31, 2002, all loans from stockholder remained outstanding. As such, stockholder agreed to combined the outstanding principal balance of all outstanding loans and thereby extend the maturity date of said loans currently due and payable to the stockholder until 2014, at an annual interest rate of 4.0%. Therefore, stockholder loans and any accrued interest thereof, was re-classified and recorded for the period as a long term liabilities of the Company. For the period ended December 31, 2009, stockholder loans outstanding, including accrued interest, was $33,802.

4.0% loan dated December 31, 2003; due December 31, 2014; payable in full at maturity with accrued interest			$	26,714
Stockholder loan; Interest Payable for the Period ended December 31, 2009.	$	1,300
Accrued Interest Payable through the Period ended December 31, 2009.				7,088
Total Principal and Accrued Interest Due - as of December 31, 2009.			$	33,802

7.      Employee Stock Ownership Plan and Note Receivable 1

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 all, but not only some, of each participant’s account of the greater of 15% or the maximum percentage allowable of participants’ eligible compensation.  The Company, at its sole option and discretion may discontinue the ESOP and/or at its sole option and discretion, implement separate and/or additional employee stock ownership and/or stock purchase programs.  No shares have been allocated as of December 31, 2008 as there has been no compensation to employees.

85

CITIZENS CAPITAL CORP.

(a development stage company)

On May 11, 1998 the Company sold 15,000,000 shares of its Class A common stock directly to the ESOP Trust at $3.34 per share in exchange for a five year, 14.5%, $50,100,000 promissory note.  The promissory note (ESOP Note Receivable1) was issued together with a security agreement fully collateralized by 15,000,000 shares of the Company’s common stock held by the ESOP Trust. The promissory note has a “liquidating call provision” which may be invoked by the Company or the note holder. The liquidating call provision gives the Company or the note holder the “demand right” to request that up to 15,000,000 shares of Citizens Capital Corp. common stock, held by the ESOP Trust, 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.

On November 14, 2001 and November 15, 2001 respectively, the ESOP Plan Trust sold in the open market, 10,000 shares on each day, of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $169.97.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable1, held by the Company.

On May 13, 2004, the ESOP Plan Trust sold, in the open market, 1,500,000 shares of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $117.49.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable1, held by the Company.

Shares of the Company’s Class A; common stock sold by the ESOP Plan Trust and applied to the re-payment of the outstanding balance of the Note Receivable1 due from ESOP Trust as of December 31, 2009 were as follows:

Sale Date	Shares Sold		Sale Proceeds		Amount applied Against ESOP Note Receivable1 Principal
11/14/2001		10,000	$	84.98	$	84.98
11/15/2001		10,000	$	84.99	$	84.99
05/13/2004		1,500,000	$	117.49	$	117.49
					Total $ 287.46

For the period ended December 31, 2009, ESOP Note Receivable1 balance outstanding was $50,099,712.

86

CITIZENS CAPITAL CORP.

(a development stage company)

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 or $72,500 annually, 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.

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.

Cumulative dividends in arrears as of December 31, 2009 are $1,110,414.

Common Stock

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

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

On May 3, 1998, the Company voted to split its shares of Class A common stock then outstanding on a 3 for 1 basis.  The aggregate number of the 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).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks. In order to facilitate the acquisition of certain assets and equipment, essential operational personnel and working capital, the Company agreed to issue 1,500,000 shares of its common stock to the JV Group in exchange for certain future master development rights and management control of the current JV Group or any of its future successors, if any.

87

CITIZENS CAPITAL CORP.

(a development stage company)

On January 25, 2001, the Company entered into a website design, marketing and E-Business development services agreement related to the development and implementation of the Company’s corporate presence and E-Business relationships on the world wide web. In exchange for the delivery and full execution and implementation of said design, marketing, development and E-Business services, the Company agreed to issue 1,012,500 shares of its common stock.

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with its SCOR Brands Inc. (“SCOR”) branded footwear subsidiary unit on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate the private placement, pre-registration and pre-public market movement of SCOR common shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a NASD portal market designation for secondary market trading of the security on November 8, 2001.  The Company holds 29,233,334 shares of SCOR Brands, Inc.; 144A common stock or 97.4% of said common stock outstanding.

As of December 31, 2009, the Company had a total of 100,000,000 shares of its Class A, no par, $0.01 stated value common stock authorized with an aggregate total of 48,022,500 shares of its Class A, no par, $0.01 stated value common stock issued and outstanding.

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 $30,100 for the effect of these options for the year ended December 31, 2000.

For the period ended December 31, 2009, the Company did not grant nor issue any additional stock options.

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

88

CITIZENS CAPITAL CORP.

(a development stage company)

The Company’s lease agreement expired effective December 31, 2003.  As such, subsequent to the period ended December 31, 2003, the Company no longer recognized nor notated the value of said lease commitment on its balance sheet as a potential long term liability. At the expiration of said lease agreement for the period ended December 31, 2003, the Company leases its administration office accommodations on a month to month basis.  As of the period ended December 31, 2009, the Company has no current lease commitment for which it records a contingent liability.

10.       OTHER ASSETS - INVESTMENTS

On December 28, 2009, the Company entered into a Sell/Purchase Agreement (the “Purchase Agreement”) with DLFA Industries Inc. (“Industries”), a newly formed entity organized under the Laws of the State of Texas.  Pursuant to the terms of the Purchase Agreement, the Company agreed to sale, to Industries, all of the tangible and intangible assets (the “Assets”) of the Dream League Football Association, professional football league (the “League”) in exchange for the issuance of an aggregate of 250,000,000 shares of Industries’ common stock to the Company @ $0.20 per share or an aggregate common stock share value of $50,000,000, as payment in full, thereby causing Industries to hold 250,100,000 Industries common shares and thence become a 100% percent, wholly-owned subsidiary of the Company as of December 31, 2009.  Pursuant to a Form D; Notice of Securities Sales notice filed on January 7, 2010 with the Securities and Exchange Commission, Industries common stock, issued to the Company, were allocated in the following amounts and price per share pursuant to Regulation D; Rule 230.504 and 230.506 respectively, of the Securities Act of 1933, as amended.

1) 5,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.504.

2) 245,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.506.

For the period ended December 31, 2009, there was no public market value for Industries’ common stock. As such, the Company accounted for its aggregate 250,100,000 common share equity interest in Industries on the basis of the $0.0001 par value of Industries’ common stock at the close of the December 28, 2009 transaction between the Company and Industries.  Thereby, for the period ended December 31, 2009, the Company recorded a value of $25,010 under the “Other Assets – Investments” section of its balance sheet representing its common stock, equity interest investment in Industries.

11.       OTHER ASSETS – NOTE RECEIVABLE2 FROM ESOP TRUST

On December 31, 2009, the Citizens Capital Corp. 1998 Employee Stock Ownership Trust, (the "ESOP Trust") entered into a $21,000,000; 4 year; 0% percent promissory note (the "ESOP Note2"), with Citizens Capital Corp., (the Company) in exchange for a $30,000,000 issue of the Company’s Series 2010A; 7% Percent; $1,000 Par Value; Convertible; Callable; 144A;  First Mortgage Bonds Due 2020.

Said ESOP Note2 is secured by and subject to the terms and conditions of a separate Security Agreement (the "Security Agreement") dated December 31, 2009 between and amongst the Company and the ESOP Trust.

89

CITIZENS CAPITAL CORP.

(a development stage company)

The Transaction

For a ten percent (10%) price to yield discount ($700 per $1,000 par value amount) on the $30,000,000 principal; face amount value of its seven percent (7%); Series 2010A Bonds or a re-marketing bond discount in the amount of $9,000,000,the Company agreed to sale, to the ESOP Trust for the purpose of re-marketing said Series 2010A Bonds on a secondary market basis to certain Qualified Institutional Buyers (QIBs), $30,000,000 aggregate principal amount of its 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; First Mortgage Bonds Due 2020 (the "Bonds") at $700 for each $1,000 par value or an aggregate of $21,000,000.

Each $1,000 Par Value Bond is convertible at $5.00 per share into 200 shares of the Company's Class A; no par; common stock or an aggregate of 6,000,000 common shares.

Each $1,000 Par Value Bond; of an aggregate of 30,000 bonds, is callable, by the Company, at Par plus a 7% percent premium or $1,070 for a total aggregate amount of $32,100,000.

Disposition of Series 2010A Bonds

In order to reduce the outstanding, principal loan balance of the ESOP Note2 payable to the Company, the ESOP Trust may liquidate on a secondary market basis, at any time in the institutional, capital market place, up to $30,000,000 aggregate principal value of its Citizens Capital Corp.; 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; Secured; First Mortgage Bonds Due 2020 held.

Liquidating Call Provision

Pursuant to the provision of the ESOP Note2 and the Security Agreement thereof, the Company or the assigned Note holder of record thereof, shall have the "demand" right to require the ESOP Trust to liquidate on a secondary market basis, at any time, up to "ALL" of it $30,000,000 aggregate principal amount of its: 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; Secured; First Mortgage Bond holdings.

If said Series 2010A Bonds are not successfully re-marketed by the ESOP Trust to Qualified Institutional Buyer’s (QIBs) and/or certain accredited investors, in whole or in part, the debt balance remaining related to the Series 2010A Bonds issuance, as well as, the note receivable2 and liability thereof shall be extinguished.

12.       INTANGIBLE ASSETS

Brands, Rights and Services

The Company, through its interest in Landrush Realty Corporation, owns the registered trademark, distribution and exclusive marketing rights to The Texas Home Equity ReFund®, The Cash-Out Mortgage ReFinancer® and The Home Equity Cashier® 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® magazine publication.  During the Company’s 2006 fiscal year, its Media Force unit discontinued production of its Black Financial News® magazine publication.  On January 1, 2007, the Company’s Media Force unit completed transformation and conversion of its Black Financial News magazine publication into the Black Financial News® Network video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.

90

CITIZENS CAPITAL CORP.

(a development stage company)

The Company, through its interest in SCOR Brands Inc., owns the registered trademark, distribution and exclusive marketing rights to the SCOR® 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 for the Landrush; Media Force and SCOR trademarks, brands and rights were fully amortized on a straight line basis through the period ended December 31, 2003.

On January 1, 2008, the Company’s Media Force unit completed transformation and conversion of its Black Financial News® magazine publication into the Black Financial News® Network (BFNN) video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.  For the period ended December 31, 2008, the Company accounted for the value of its internally developed Black Financial News® Network (BFNN) video based website based on initial contributed research, development, design and project implementation cost considerations which totaled $10,000.

On February 5, 2008, the Company officially completed the development of Dream League Football Association (DLFA), to include the design of its Dream League Football Association, league seal, the league brand, team logos for each of its twenty (20) initial teams, league website (dreamleaguefootball.com) and Dream League TV Network, game and programming broadcast channel.

The Company, through each of its twenty (20) DLFA teams, holds the exclusive television and radio broadcast rights, product manufacturing, product marketing, product merchandising and product distribution rights for each of its twenty (20) uniquely branded teams and team logos. Each the Company’s named DLFA teams as they pertain to their team brands and current cities of operation, respectively, are listed as follows:

Stampede (Austin, TX); Rustlers (Dallas, TX); Drillers (Houston, TX); Warriors (Oklahoma City, OK); River Wranglers (San Antonio, TX); Blackjacks (Las Vegas, NV); Stars (Los Angeles, CA); Mountaineers (Salt Lake City, UT); Pioneers (Portland, OR); Silicons (San Jose, CA); Gamblers (Newark, NJ); Gotham Gladiators (New York, NY); Liberty (Philadelphia, PA); Rhinos (Toronto, CN); Vultures (Richmond, VA); Bulldogs (Chicago, IL); Condors (Columbus, OH); Roaddoggs (Detroit, MI); Stallions (Louisville, KY); Cheezheads (Milwaukee, WI).

For the period ended December 31, 2008, the Company accounted for the value of its internally developed DLFA assets, twenty (20) DLFA teams, inclusive of the exclusive television and radio broadcast rights, product manufacturing, product marketing, product merchandising and product distribution rights for each of its twenty (20) uniquely branded DLFA teams and team logos based on  initial contributed research, development, design and project implementation cost considerations which totaled $25,000.

On March 15, 2009, the Company’s Media Force unit completed the internal development of its Black Financial News TV Network®, a CNN (Cable News Network) styled, 24/7, daily, broadband video delivered, financial, business and general news broadcast center whose content is targeted towards the global, black consumer market.  For the period ended December 31, 2009, the Company accounted for the value of its internally developed Black Financial News® TV Network (BFNN) based on initial contributed research, development, design and project implementation cost considerations which totaled $25,000.

91

CITIZENS CAPITAL CORP.

(a development stage company)

Goodwill

As a result of the December 28, 2009 dated asset purchase transaction, between and amongst the Company and DLFA Industries, Inc. (“Industries”) related to the sale of the intangible assets of the Dream League Football Association (DLFA) in exchange for 250,000,000 shares of Industries’ common stock, the Company for the period ended December 31, 2009, eliminated the net amortized value of said DLFA intangible assets of $20,250. As such, the Company subsequently experienced a loss of $4,750 related to the disposition of said DLFA intangible assets which was reflected as a charge to the Company’s income for the period ended December 31, 2009.

For the period ended December 31, 2009, there was no public market value for Industries’ common stock. As such, the Company accounted for its aggregate 250,100,000 common share equity interest in Industries on the basis of the $0.0001 par value of Industries’ common stock at the close of the December 28, 2009 transaction between the Company and Industries.  Thereby, for the period ended December 31, 2009, the Company recorded a value of $25,010 under the “Other Assets – Investments” section of its balance sheet representing its common stock, equity interest investment in Industries. Further, for the period ended December 31, 2009, the Company recorded a value of $4,760 ($25,010 minus $20,250) under the “Goodwill” section of its balance sheet representing the differential between the $20,250 disposal value of the Company’s DLFA intangible assets and the $25,010 acquisition value of the Company’s common equity investment interest in Industries’, at par value.

Schedule of Intangible Assets
Intangible Value of Black Financial News® Network (BFNN) video based website assets at December 31, 2008				$	10,000
Amortization of  Intangible Value of Black Financial News® Network (BFNN) video based website assets for the Period ended December 31, 2009 / Accumulated amortization.	$	(900	)		(1,900	)
Intangible Value of Black Financial News® Network (BFNN) video based website (less) accumulated amortization  through the Period ended December 31, 2009.					8,100
Intangible Value of Dream League Football Association (DLFA) assets at December 31, 2008				$	25,000
Amortization of Dream League Football Association (DLFA) for Period ended December 31, 2009 / Accumulated amortization.	$	(2,250	)		(4,750	)
Intangible Value of Dream League Football Association (DLFA) assets (less) accumulated amortization through the Period ended December 31, 2009.					20,250
Sale/Disposal of Intangible Asset – December 31, 2009					(20,250	)
Net Intangible Value of Dream League Football Association (DLFA) asset for the period ended December 31, 2009.					- 0 -
Intangible Value of Black Financial News® TV Network assets at December 31, 2009				$	25,000
Amortization of Intangible Value of Black Financial News® TV Network (BFNN) for the Period ended December 31, 2009 / Accumulated amortization.	$	(2,500	)		(2,500	)
Intangible Value of Black Financial News® TV Network (BFNN) (less) accumulated amortization through the Period ended December 31, 2009.					22,500
Intangible Value of  DLFA - Goodwill December 31, 2009				$	4,760
Amortization of Intangible Value of DLFA – Goodwill for the Period ended December 31, 2009 / Accumulated amortization.	$	-			-
Intangible Value of DLFA-Goodwill (less) accumulated amortization through the Period ended December 31, 2009.					4,760
Net Intangible Asset Value at December 31, 2009.				$	35,360

13.       SERIES 2010A; 144A BOND ISSUANCE

In order to fund and facilitate its corporate acquisition initiatives and debt capital requirements, the Company has duly authorized and caused to be established, a Series Bond Indenture (“Indenture”), which provides for the issuance from time to time of its unsecured debentures, secured bonds or other evidences of indebtedness (herein called the “Debt Securities”), to be issued in one or more series as provided by said Indenture.

Issuer: On December 31, 2009, Citizens Capital Corp. (the “Company”) issued an aggregate of 30,000 of its Series 2010A; 7%; $1,000 Par Value; Convertible; Callable; 144A; First Mortgage Bonds Due 2020 (the "Series 2010A Bonds") pursuant to Regulation D; Rule 506 of the Securities Act of 1933, as amended and a notice of sale of securities was filed there under on January 7, 2010 (File No. 021-92553-5F). The Series 2010A Bonds were designated as 144A restricted securities under the Securities Act of 1933, as amended, and may only be resold to Qualified Institutional Buyer’s (QIBs) and/or certain accredited investors, pursuant to Rule 144A, unless some other exemption from the requirements of registration is relied upon.

CUSIP Number:   174445AA4

Purpose:  The Company’s Series 2010A Bonds were issued in order to 1) facilitate and fund the Company’s program of acquisition; 2) for working capital and 3) for general corporate purposes.

92

CITIZENS CAPITAL CORP.

(a development stage company)

Conversion: The Series 2010A Bonds are convertible at US $5.00 per share into 200 shares of the Company’s common stock (OTC:CAAP) per each $1,000 par value bond held for an aggregate of 6,000,000 shares of the Company’s common stock. Said conversion shares shall be converted on a “Non Dilutive” basis from currently issued and/or outstanding shares of the Company’s common stock totaling 48,022,500. The source of said conversion shares, if converted, may be derived from the Company’s treasury stock and/or on a “demand” call basis from shares held and provided by the Company’s Citizens Capital Corp. 1998 ESOP Trust.

Maturity Date:The maturity date for the Company’s Series 2010A bonds is: December 31, 2020.

Denomination:The Company issued an aggregate of 30,000 of its Series 2010A Bonds in denominations of $1,000 for a total aggregate value of $30,000,000.

Use of Proceeds: The Company intends to use net proceeds from its Series 2010A Bond issuance and/or the proceeds from the secondary market, re-marketing thereof the in the following manner:

1) To facilitate and fund its corporate and asset acquisition program;

2) To acquire certain broadband video broadcast equipment as related to its Media Force unit’s Black Financial News TV Network;

3) To acquire certain IPTV broadcast equipment as related to its Media Force unit’s 100+ channels; pay television, broadcast programming and distribution platform;

4) To facilitate certain land and/or property acquisitions related to team Stadium requirements of its DLFA Industries Inc. unit’s Dream League Football Association (DLFA) professional football assets.

5) For working capital;

6) For general corporate purposes; and

7) To pay certain cost related to the issuance and re-marketing of the 2010A Bonds.

Interest: Annual face value, interest payable on the Company’s Series 2010A 7%; Bonds is US $2,100,000; payable semi-annually in the amount of US $1,050,000.  Said semi-annual interest payments are payable on June 15th and December 15th of each year.  Interest payments on the Series 2010A Bonds shall commence beginning on the first interest payment date subsequent to the secondary, re-marketing of said Series 2010A Bonds, by the initial Series 2010A Bond purchaser.

Callable:  The Bonds are callable at any time, by the Company, at a 7% percent premium or US $1,070.00 per each $1,000.00 par value bonds held by registered and/or beneficial holder interest bondholders thereof for an aggregate value of US $32,100,000.

Delivery of Securities;

Registration Status: The Company’s Series 2010A Bonds were initially delivered, by the Company, to the initial Series 2010A Bond purchaser in certificated form for each $1,000 Par Value purchased or an aggregate of 30,000 Series 2010A face amount Bonds.

The Series 2010A Bonds are restricted securities and may only be resold subject to registration, exchange or an exemption from the requirements of registration. As a 144A designated security, the Bonds may only be resold to Qualified Institutional Buyers (QIBs) pursuant to Rule 144A as promulgated under the Securities Act of 1933 (the “Act”), as amended.

93

CITIZENS CAPITAL CORP.

(a development stage company)

The Company does not intend to register the Bonds pursuant to the Securities Act of 1933 (the “Act”), as amended, unless request is made and received in writing by more than fifty percent (50%) of Series 2010A registered and/or beneficial interest bondholders.

The Company at its sole discretion; at the request of the initial Series 2010A Bond purchaser; or at the request of certain secondary market Series 2010 Bond purchasers, move designate the Series 2010A Bonds as a Global Security with the Depository Trust Company (DTC). As a 144A, Global Security, the Bonds may trade freely amongst QIBs, as well as, have book-entry clearing and settlement through the DTC.

If said Series 2010A Bonds are not successfully re-marketed by the ESOP Trust to Qualified Institutional Buyer’s (QIBs) and/or certain accredited investors, in whole or in part, the debt balance remaining related to the Series 2010A Bonds issuance and note receivable2 and the liability thereof shall be extinguished.

14.  DISCOUNT ON SERIES 2010A; 144A BOND ISSUANCE

Pursuant to a December 31, 2009 dated Bond Purchase agreement between Citizens Capital Corp. ESOP Trust (“ESOP Trust”) and the Company, as Bond Issuer, the Company sold to the ESOP Trust, a $30,000,000 issue of its 7%; $1,000 par value; Series 2010A; convertible; callable; 144A; First Mortgage Bonds due 2020 (the “Series 2010A Bonds”).

To facilitate the secondary re-marketing of said Series 2010A Bonds on a best-efforts basis by the ESOP Trust, to Qualified Institutional Buyer’s (QIBs) and/or certain accredited investors, the Company sold said Series 2010A bonds at a price of $18,863,700, representing a fourteen percent (14%) rate of return and discount on the $30,000,000 principal; par value of the seven percent (7%); Series 2010A Bonds in the amount of $11,136,300, or $628.79 per each $1,000 par value amount of said Series 2010A Bonds.

Interest on the Series 2010A Bonds is calculated utilizing the “effective interest rate” accounting method and is payable semi-annually for a period of ten (10) years and full amortization of the $11,136,300 bond discount is amortized for twenty (20) semi-annual periods.  Scheduled semi-annual interest payments for the period, plus, the amortized portion of the bond discount is charged by the Company to interest expense for each annual period ended December 31 while the Series 2010A Bonds remain outstanding, in whole or part.

If said Series 2010A Bonds are not successfully re-marketed by the ESOP Trust to Qualified Institutional Buyer’s (QIBs) and/or certain accredited investors, in whole or in part, the debt balance remaining, if any, related to the Series 2010A Bonds issuance and the liability thereof shall be extinguished.

For the period ended December 31, 2009, annual interest payable and amortized bond discount for the Series 2010A Bonds was $0 and $0 respectively.

Date	Annual Interest Payment @ 7% x Face Value (3.5% Semi-Annual Rate)		Semi- Annual Interest Expense @ 14% Rate of Return x Previous Year Book Value (7% Semi-Annual Rate)		Amortization of Bond Discount		Balance in Bond Discount Account		Face Value Balance in the Bonds Payable Account		Book Value of Bonds
Jan 1, 2011							$	11,136,300	$	30,000,000	$	18,863,700
Jun 15, 2011	$	1,050,000		1,320,459		270,459		10,865,841	$	30,000,000		19,134,159
Dec 15, 2011	$	1,050,000		1,339,391		289,391		10,576,450	$	30,000,000		19,423,550
Jun 15, 2012	$	1,050,000		1,359,649		309,649		10,266,801	$	30,000,000		19,733,199
Dec 15, 2012	$	1,050,000		1,381,324		331,324		9,935,477	$	30,000,000		20,064,523
Jun 15, 2013	$	1,050,000		1,404,517		354,517		9,580,960	$	30,000,000		20,419,040
Dec 15, 2013	$	1,050,000		1,429,333		379,333		9,201,627	$	30,000,000		20,798,373
Jun 15, 2014	$	1,050,000		1,455,886		405,886		8,795,741	$	30,000,000		21,204,259
Dec 15, 2014	$	1,050,000		1,484,298		434,298		8,361,443	$	30,000,000		21,638,557
Jun 15, 2015	$	1,050,000		1,514,699		464,699		7,896,744	$	30,000,000		22,103,256
Dec 15, 2015	$	1,050,000		1,547,228		497,228		7,399,516	$	30,000,000		22,600,484
Jun 15, 2016	$	1,050,000		1,582,034		532,034		6,867,482	$	30,000,000		23,132,518
Dec 15, 2016	$	1,050,000		1,619,276		569,276		6,298,206	$	30,000,000		23,701,794
Jun 15, 2017	$	1,050,000		1,659,126		609,126		5,689,080	$	30,000,000		24,310,920
Dec 15, 2017	$	1,050,000		1,701,764		651,764		5,037,316	$	30,000,000		24,962,684
Jun 15, 2018	$	1,050,000		1,747,388		697,388		4,339,928	$	30,000,000		25,660,072
Dec 15, 2018	$	1,050,000		1,796,205		746,205		3,593,723	$	30,000,000		26,406,277
Jun 15, 2019	$	1,050,000		1,848,439		798,439		2,795,284	$	30,000,000		27,204,716
Dec 15, 2019	$	1,050,000		1,904,330		854,330		1,940,954	$	30,000,000		28,059,046
Jun 15, 2020	$	1,050,000		1,964,133		914,133		1,026,821	$	30,000,000		28,973,179
Dec 15, 2020	$	1,050,000		2,028,123		978,123		48,698	$	30,000,000		29,951,302
Jun 15, 2021	$	1,050,000		1,098,698		48,698		0	$	30,000,000	$	30,000,000

94

15.     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, 2009, are as follows:

Note Receivable2 and advances from stockholder – The fair values approximate carrying amounts because of the short maturity of those instruments.

Credit card cash advances;  loans from stockholders and Series 2010A Bonds – the fair values approximate carrying values due to the use of prevailing interest rates.

16.      Concentrations

The Company’s revenue for the period were  generated primarily from its Media Force unit, thus the Company may be said to have a concentration as it relates to revenues generated by business segment. During the period, the Company actively marketed, developed and pursued business for the Company, its DLFA segment and both its Media Force and SCOR units.

17.      Subsequent Events

Subsequent to its December 31, 2009 period end, the Company completed initial development of its Media Force unit’s Black Financial News TV Network.

Further, subsequent to its December 31, 2009 period, the Company completed the initial development of its DLFA Industries Inc. unit’s Dream League TV Network.  The Dream League TV Network services as the broadcast platform for DLFA Industries Inc. unit’s Dream League Football Association, professional football assets.

95

2) Financial Statements for the year ended December 31, 2008.

MANAGEMENT’S ACCOUNTING REPORT

Board of Directors

Citizens Capital Corp.

Dallas, Texas

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the period end December 31, 2008.

/s/ Billy D. Hawkins

Citizens Capital Corp.

Chief Executive Officer

Dallas, Texas

December 6, 2010

96

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED BALANCE SHEET

December 31, 2008

CURRENT ASSETS:
Cash	$	(47,825	)
Accounts receivable		-
Total current assets		(47,825	)
PROPERTY AND EQUIPMENT, net of accumulated depreciation		-
INTANGIBLE ASSETS, net of accumulated amortization of: $3,500		31,500
Total assets	$	(16,325	)
LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	-
Advances from stockholder		8,270
Total current liabilities		8,270
LONG TERM LIABILITIES:
Credit card cash advances – See Credit Card Advances (Note 4)		38,418
Interest Payable - See Credit Card Advances (Note 4)		44,209
Loans from stockholders		26,714
Interest Payable - See Stockholders’ Loan (Note 6)		5,788
Total long term liabilities		115,129
Total liabilities	$	123,399
COMMITMENT (Note 9)
STOCKHOLDERS’ DEFICIT:
Preferred stock, $1.00 stated value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000,000
Common stock, no par value, 100,000,000 shares authorized; 48,022,500 shares issued and outstanding ($.01 stated value)		480,225
Additional paid-in capital		48,807,119
Note receivable from ESOP		(50,099,712	)
Deficit accumulated during the development stage		(327,356	)
Total stockholders’ deficit		(139,724	)
Total liabilities and stockholders’ deficit	$	(16,325	)

See accompanying notes to consolidated financial statements.

97

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2008			2007			December 31, 2008
SALES	$	103		$	198		$	177,887
COST OF SALES		-			-			37,398
OTHER INCOME/(LOSS)		-			-			(3,957	)
GROSS MARGIN		103			198			136,532
GENERAL AND ADMINISTRATIVE EXPENSES		9,568			7,787			463,888
NET LOSS	$	(9,465	)	$	(7,589	)	$	(327,356	)
NET LOSS PER SHARE (basic and diluted)	$		*	$		*

*  Less than $.01 per share

See accompanying notes to consolidated financial statements.

98

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock				Common Stock				Additional Paid-In			Note Receivable			Accumulated
	Shares		Amount		Shares		Amount		Capital			from ESOP			Deficit			Totals
Common stock issued founder upon incorporation		-	$	-		300	$	3	$	(3	)	$	-		$	-		$	-
Common stock issued founder December 24, 1993		-		-		22,499,700		224,997		(224,997	)		-			-			-
Preferred stock issued November 1, 1994		1,000,000		1,000,000		-		-		(988,000	)		-			-			12,000
Contributions by stockholder at various dates prior to 1997		-		-		-		-		56,096			-			-			56,096
Cumulative net loss through December 31, 1996		-		-		-		-		-			-			(65,271	)		(65,271	)
BALANCES, December 31, 1996		1,000,000		1,000,000		22,500,000		225,000		(1,156,904	)		-			(65,271	)		2,825
Common stock issued for brand and service marks November 14, 1997		-		-		3,000,000		30,000		(30,000	)		-			-			-
Contributions by stockholder during 1997		-		-		-		-		9,307			-			-			9,307
Net loss for the year		-		-		-		-		-			-			(9,657	)		(9,657	)
BALANCES, December 31, 1997		1,000,000		1,000,000		25,500,000		255,000		(1,177,597	)		-			(74,928	)		2,475
Common stock issued to ESOP May 8, 1998		-		-		15,000,000		150,000		49,950,000			(50,100,000	)		-			-
Contributions by stockholder during 1998		-		-		-		-		15,563			-			-			15,563
Net loss for the year		-		-		-		-		-			-			(17,353	)		(17,353	)
BALANCES, December 31, 1998		1,000,000		1,000,000		40,500,000		405,000		48,787,966			(50,100,000	)		(92,281	)		685
Contributions by stockholder during 1999		-		-		-		-		17,319			-			-			17,319
Net loss for the year		-		-		-		-		-			-			(18,203	)		(18,203	)

99

BALANCES, December 31, 1999	1,000,000	1,000,000	40,500,000	405,000	48,805,285		(50,100,000	)	(110,484	)	(199	)
Common stock issued and options for services	-	-	10,000	100	30,000		-		-		30,100
Contribution by stockholder during 2000	-	-	-	-	1,623		-		-		1,623
Net loss for  year	-	-	-	-	-		-		(87,234	)	(87,234	)
BALANCES, December 31, 2000	1,000,000	1,000,000	40,510,000	405,100	48,836,908		(50,100,000	)	(197,718	)	(55,710	)
Common stock issued to Joint Venture  Partner January 5, 2001	-	-	1,500,000	15,000	(15,000	)	-		-		-
Common stock issued for services January 25, 2001	-	-	1,012,500	10,125	-		-		-		10,125
Common stock issued to SCOR Brands subsidiary August 1, 2001	-	-	5,000,000	50,000	(50,000	)	-		-		-
Principal Repayment by ESOP of  Note Receivable during 2001	-	-	-	-	-		170		-		170
Net loss for  year	-	-	-	-	-		-		(63,351	)	(63,351	)
BALANCES, December 31, 2001	1,000,000	1,000,000	48,022,500	480,225	48,771,908		(50,099,830	)	(261,069	)	(108,766	)
Net loss for  year	-	-	-	-	-		-		(872	)	(872	)
BALANCES, December 31, 2002	1,000,000	1,000,000	48,022,500	480,225	48,771,908		(50,099,830	)	(261,941	)	(109,638	)
Net loss for  year	-	-	-	-	-		-		(10,721	)	(10,721	)
BALANCES, December 31, 2003	1,000,000	1,000,000	48,022,500	480,225	48,771,908		(50,099,830	)	(272,662	)	(120,359	)
Contribution by stockholder during 2004					2,159						2,159

100

Principal Repayment by ESOP of  Note Receivable during 2004	-		-		-		-		-			118		-				118
Net loss for  year		-		-		-		-		-		-			(3,359	)		(3,359	)
BALANCES, December 31, 2004		1,000,000		1,000,000		48,022,500		480,225		48,774,067		(50,099,712	)		(276,021	)		(121,441	)
Contribution by stockholder during 2005										18,929								18,929
Net loss for  year		-		-		-		-		-		-			(24,066	)		(24,066	)
BALANCES, December 31, 2005		1,000,000		1,000,000		48,022,500		480,225		48,792,996		(50,099,712	)		(300,087	)		(126,578	)
Contribution by stockholder during 2006										7,170								7,170
Net loss for  year		-		-		-		-		-		-			(10,215	)		(10,215	)
BALANCES, December 31, 2006		1,000,000		1,000,000		48,022,500		480,225		48,800,166		(50,099,712	)		(310,302	)		(129,623	)
Contribution by stockholder during 2007										2,897								2,897
Net loss for  year		-		-		-		-		-		-			(7,589	)		(7,589	)
BALANCES, December 31, 2007		1,000,000		1,000,000		48,022,500		480,225		48,803,063		(50,099,712	)		(317,891	)		(134,315	)
Contribution by stockholder during 2008										4,056								4,056
Net loss for  year		-		-		-		-		-		-			(9,465	)		(9,465	)
BALANCES, December 31, 2008		1,000,000	$	1,000,000		48,022,500	$	480,225	$	48,807,119	$	(50,099,712	)	$	(327,356	)	$	(139,724	)

See accompanying notes to consolidated financial statements.

101

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2008			2007			December 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(loss)	$	(9,465	)	$	(7,589	)	$	(327,356	)
Adjustments to reconcile net loss to cash used by operating activities:
Expenses paid by stockholder		4,056			2,897			130,294
Services paid for with stock and options		-			-			40,225
Depreciation and amortization		3,500			-			18,222
(Increase) decrease in accounts receivable		-			-			-
(Increase) decrease in prepaid expenses		-			-			-
Increase (decrease) in accounts payable		-			-			-
Increase in credit card cash advances		-			-			38,418
Increase (decrease) in interest payable – Credit card cash advances		3,935			3,747			44,209
Increase (decrease) in interest payable –  Stockholders’ Loans		1,250			1,202			5,788
Net cash (provided) used by operating activities		(3,276	)		257			(50,200	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			-			(34,564	)
Payment for intangible assets		(35,000	)		-			(35,400	)
Sale/Disposal of equipment		-			-			20,242
Net cash used by investing activities		(35,000	)		-			(49,722	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock and contribution by stockholder		-			-			16,825
Stockholders Loans		-			-			26,714
Stockholders advances		-			-			8,270
Proceeds from repayment of Note Recv. by ESOP		-			-			288
Net cash provided by financing activities		-			-			52,097
NET INCREASE/DECREASE IN CASH		(31,724	)		257			(47,825	)
CASH, beginning of period		(16,101	)		(16,358	)		-
CASH, end of period	$	(47,825	)	$	(16,101	)	$	(47,825	)
SUPPLEMENTAL INFORMATION -
Interest paid during year	$	-		$	-

See accompanying notes to consolidated financial statements.

102

CITIZENS CAPITAL CORP.

(a development stage company)

1.      General and Summary of Significant Accounting Policies

Company Background

Citizens Capital Corp. (the “Company”) is a development stage holding company with plans to target, evaluate and pursue specific acquisition candidates or joint venture and/or internally 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, the Company acquired the assets of a printing business for integration into its Media Force unit and the Company primarily through this unit 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 Trust (see Note 7).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) based broadband networks.

On January 1, 2008, the Company’s Media Force unit completed transformation and conversion of  its Black Financial News® magazine publication into the Black Financial News® Network (BFNN) video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.

On February 5, 2008, the Company officially completed the development of Dream League Football Association (DLFA), to include the design of its Dream League Football Association, league seal, the league brand and team logos for each of its twenty (20) initial teams.

The Company, through each of its twenty (20) DLFA teams, holds the exclusive television and radio broadcast rights, product manufacturing, product marketing, product merchandising and product distribution rights for each of its twenty (20) uniquely branded teams and team logos. Each the Company’s named DLFA teams as they pertain to their team brands and current cities of operation, respectively, are listed as follows:

Stampede (Austin, TX); Rustlers (Dallas, TX); Drillers (Houston, TX); Warriors (Oklahoma City, OK); River Wranglers (San Antonio, TX); Blackjacks (Las Vegas, NV); Stars (Los Angeles, CA); Mountaineers (Salt Lake City, UT); Pioneers (Portland, OR); Silicons (San Jose, CA); Gamblers (Newark, NJ); Gotham Gladiators (New York, NY); Liberty (Philadelphia, PA); Rhinos (Toronto, CN); Vultures (Richmond, VA); Bulldogs (Chicago, IL); Condors (Columbus, OH); Roaddoggs (Detroit, MI); Stallions (Louisville, KY); Cheezheads (Milwaukee, WI).

103

CITIZENS CAPITAL CORP.

(a development stage company)

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant inter-company 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.

Due to a general decline in the commercial printing business combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability, As such, the Company made the strategic decision to discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003 resulting in the retirement and elimination of all related equipment at the depreciated value of $20,242.  As such, the Company experienced a loss of $10,758 related to the disposition of said equipment which was reflected and charged to the Company’s income for the period ended December 31, 2003.

While the Company elected to discontinue its Media Force unit’s in house, commercial printing operation, the Company’s Media Force unit continues to produce, on an outsource basis going forward, its Black Financial News® magazine publication.  Further, the Company’s Media Force unit continues to offered and provide several commercial printing products and services, to existing customers, on an outsourced, brokered basis for the period ended December 31, 2003.

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®, The Cash-Out Mortgage ReFinancer® and The Home Equity Cashier® 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® magazine publication.  During the Company’s 2006 fiscal year, its Media Force unit discontinued production of its Black Financial News® magazine publication.  On January 1, 2007, the Company’s Media Force unit completed transformation and conversion of  its Black Financial News magazine publication into the Black Financial News® Network video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.

The Company, through its interest in SCOR Brands Inc., owns the registered trademark, distribution and exclusive marketing rights to the SCOR® 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 for the Landrush; Media Force and SCOR trademarks, brands and rights were fully amortized on a straight line basis through the period ended December 31, 2003.

104

CITIZENS CAPITAL CORP.

(a development stage company)

On January 1, 2008, the Company’s Media Force unit completed transformation and conversion of  its Black Financial News® magazine publication into the Black Financial News® Network (BFNN) video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.  For the period ended December 31, 2008, the Company accounted for the value of its internally developed Black Financial News® Network (BFNN) video based website based on  initial contributed research, development, design and project implementation cost considerations which totaled $10,000.

On February 5, 2008, the Company officially completed the development of Dream League Football Association (DLFA), to include the design of its Dream League Football Association, league seal, the league brand, team logos for each of its twenty (20) initial teams, league website (dreamleaguefootball.com) and Dream League TV Network, game and programming broadcast channel.

The Company, through each of its twenty (20) DLFA teams, holds the exclusive television and radio broadcast rights, product manufacturing, product marketing, product merchandising and product distribution rights for each of its twenty (20) uniquely branded teams and team logos. Each the Company’s named DLFA teams as they pertain to their team brands and current cities of operation, respectively, are listed as follows:

Stampede (Austin, TX); Rustlers (Dallas, TX); Drillers (Houston, TX); Warriors (Oklahoma City, OK); River Wranglers (San Antonio, TX); Blackjacks (Las Vegas, NV); Stars (Los Angeles, CA); Mountaineers (Salt Lake City, UT); Pioneers (Portland, OR); Silicons (San Jose, CA); Gamblers (Newark, NJ); Gotham Gladiators (New York, NY); Liberty (Philadelphia, PA); Rhinos (Toronto, CN); Vultures (Richmond, VA); Bulldogs (Chicago, IL); Condors (Columbus, OH); Roaddoggs (Detroit, MI); Stallions (Louisville, KY); Cheezheads (Milwaukee, WI).

For the period ended December 31, 2008, the Company accounted for the value of its internally developed DLFA assets, twenty (20) DLFA teams, inclusive of the exclusive television and radio broadcast rights, product manufacturing, product marketing, product merchandising and product distribution rights for each of its twenty (20) uniquely branded DLFA teams and team logos based on  initial contributed research, development, design and project implementation cost considerations which totaled $25,000.

Schedule of Intangible Assets
Intangible Value of Black Financial News® Network (BFNN) video based website assets at December 31, 2008				$	10,000
Amortization of  Intangible Value of Black Financial News® Network (BFNN) video based website assets for the Period ended December 31, 2008 / Accumulated amortization,	$	(1,000	)		(1,000	)
Intangible Value of Black Financial News® Network (BFNN) video based website (less) accumulated amortization  through the Period ended December 31, 2008.					9,000
Intangible Value of Dream League Football Association (DLFA) assets at December 31, 2008				$	25,000
Amortization of Dream League Football Association (DLFA) for Period ended December 31, 2008 / Accumulated amortization.	$	(2,500	)		(2,500	)
Intangible Value of Dream League Football Association (DLFA) assets (less) accumulated amortization through the Period ended December 31, 2008.					22,500
Net Intangible Asset Value at December 31, 2008.				$	31,500

105

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 48,022,500 and 48,022,500 for the years ended December 31, 2008 and 2007, 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, resulting from net operating loss carry forwards (NOL) for tax which were fully reserved.  The Company had no material deferred tax liabilities. The Company’s NOL at December 31, 2008 was approximately $245,517 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.

106

CITIZENS CAPITAL CORP.

(a development stage company)

2.      Plan of Operation for the2009 Fiscal Year

The Company’s plan of operation for the 2008 fiscal year is to: (1) further the implementation of its Media Force unit’s Black Financial News Network online, website located and operated at the Company owned internet domain of: bfnnetwork.com.

Further, the Company’s Media Force unit intends to further the internal development, and completion of said development of its Black Financial News Network®, CNN style, broadband video delivered, news broadcast center for transmission over existing Internet Protocol (IP) networks, Over the top (OTT) video service providers, and to the subscribers of various multi-channel video, pay-television distribution system operators.

The Company intends to complete and implement its Dream League Football Association (DLFA), a professional football league structured to have twenty (20) teams located in twenty (20) of the top consumer markets in North America. The Dream League Football Association is also intended to serve as material, sports media broadcast content originating from its Dream League TV network. The Dream League Football Association players are projected and intended to wear the Company’s SCOR Brands unit’s SCOR brand footwear as the official shoe of the Dream League Football Association.

The Company’s SCOR Brands unit has completed development of its SCOR Brand footwear and has previously introduced said branded footwear products into the consumer market place. The Company intends to continue to look for opportunities to produce and further the marketing and distribution of its SCOR branded footwear products into the consumer market place and (2) continue to target, evaluate and pursue suitable mergers and/or acquisition candidates. The Company’s cash requirements have been funded to date by its principal stockholder. The Company anticipates a reduction in the working capital needed to facilitate its Media Force unit’s Black Financial News property once said property is converted into a digital, online, broadband video based property and place initial production orders of its SCOR brand footwear product and to further the start up and implementation phase of its plans, as well as, to cover working capital requirements for its current operations. Further, the Company generally projects a consistent annual requirement of approximately $1,000,000 as an available acquisition line of credit to be utilized to target, evaluate and pursue and consummate potential acquisition candidates. The Company intends to attempt to borrow these funds from affiliates of the Company and third party lenders, as well as, access the both the public and private capital markets when and where available. Should the Company be unable to borrow these funds, it may be unable to fully implement its business plan, as well as, its plan of acquisition. Regardless of whether any funding is received, the Company’s major stockholder has committed to provide funding required which allows the Company to continue as a going concern.

3.    Acquisition

In July 2000, the Company acquired the assets and operations of a printing business for $31,000 for integration with its Media Force unit.  The acquisition was accounted for as a purchase and the operations are consolidated with those of the Company beginning July 1, 2000.

Due to a general decline in the commercial printing business subsequent to the terrorist attacks of September 11, 2001 and the corresponding softening of the United States economy, combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability. As such, the Company made the strategic decision to re-deploy its resources and discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003.

107

CITIZENS CAPITAL CORP.

(a development stage company)

4.      Credit Card Cash Advances

The Company, through its Landrush Realty Corporation subsidiary unit, 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.  As of December 31, 2000, the Company discontinued active use and/or further cash advances from said credit card as a funding source. However, said credit card balance outstanding shall continue to accrue annual interest payable at 19.8 per annum. For the period ended December 31, 2003, interest payable on the credit card principal balance outstanding was $26,322.

On November 22, 2004, the Company’s principal officer reached agreement with credit card provider to restructure the annual interest rate charge, charged on the annual outstanding card balance, from 19.8% per annum to 5% per annum and convert the repayment term of said current outstanding credit card balance to a 10 year term with a maturity date of November 22, 2014.  Per the terms of the agreement, the Company many repay the full outstanding credit card balance, with accrued interest, at any time prior to the maturity date of November 22, 2014.  As of its period ended December 31, 2004, the Company re-classified and recorded the existing outstanding credit card balance, with accrued interest payable, as a long term liability of the Company.  Total Credit Card loan Principal and Accrued Interest Due as of the period ended December 31, 2008 is: $82,627.

5% Credit Card Loan; due November 22, 2014; payable in full at maturity with accrued interest.			$	38,418
Credit Card; Interest Payable for the Period ended December 31, 2008.	$	3,935
Credit Card; Accrued Interest Payable through the Period ended December 31, 2008.				44,209
Total Principal and Accrued Interest Due -  as of December 31, 2008.			$	82,627

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 Company. For the period ended December 31, 2008, advances from stockholder outstanding was $8,720.

6.      Stockholders’ Loans

The Company has received unsecured loans from stockholders in the following original dates and amounts; interest rates and maturity dates:

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

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

For the period ended December 31, 2002, all loans from stockholder remained outstanding. As such, stockholder agreed to combined the outstanding principal balance of all outstanding loans and thereby extend the maturity date of said loans currently due and payable to the stockholder until 2014, at an annual interest rate of 4.0%. Therefore, stockholder loans and any accrued interest thereof, was re-classified and recorded for the period as a long term liabilities of the Company.  For the period ended December 31, 2008, stockholder loans outstanding, including accrued interest, was $32,502.

4.0% loan dated December 31, 2003; due December 31, 2014; payable in full at maturity with accrued interest			$	26,714
Stockholder loan; Interest Payable for the Period ended December 31, 2008.	$	1,250
Accrued Interest Payable through the Period ended December 31, 2008.				5,788
Total Principal and Accrued Interest Due -  as of December 31, 2008.			$	32,502

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 all, but not only some, of each participant’s account of the greater of 15% or the maximum percentage allowable of participants’ eligible compensation.  The Company, at its sole option and discretion may discontinue the ESOP and/or at its sole option and discretion, implement separate and/or additional employee stock ownership and/or stock purchase programs.  No shares have been allocated as of December 31, 2008 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 Trust 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 Trust. The promissory note has a “liquidating call provision” which may be invoked by the Company or the note holder. The liquidating call provision gives the Company or the note holder the “demand right” to request that up to 15,000,000 shares of Citizens Capital Corp. common stock, held by the ESOP Trust, 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.

108

CITIZENS CAPITAL CORP.

(a development stage company)

On November 14, 2001 and November 15, 2001 respectively, the ESOP Plan Trust sold in the open market, 10,000 shares on each day, of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $169.97.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.

On May 13, 2004, the ESOP Plan Trust sold, in the open market, 1,500,000 shares of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $117.49.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.

Shares of the Company’s Class A; common stock sold by the ESOP Plan were as follows:

Sale Date	Shares Sold		Sale Proceeds		Amount applied Against Note Principal
11/14/2001		10,000	$	84.98	$	84.98
11/15/2001		10,000	$	84.99	$	84.99
05/13/2004		1,500,000	$	117.49	$	117.49
					Total $ 287.46

For the period ended December 31, 2008, ESOP Note Receivable balance outstanding was $50,099,712.

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 or $72,500 annually, 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.

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.

Cumulative dividends in arrears as of December 31, 2008 are $1,037,914.

109

CITIZENS CAPITAL CORP.

(a development stage company)

Common Stock

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

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

On May 3, 1998, the Company voted to split its shares of Class A common stock then outstanding on a 3 for 1 basis.  The aggregate number of the 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).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks. In order to facilitate the acquisition of certain assets and equipment, essential operational personnel and working capital, the Company agreed to issue 1,500,000 shares of its common stock to the JV Group in exchange for certain future master development rights and management control of the current JV Group or any of its future successors, if any.

On January 25, 2001, the Company entered into a website design, marketing and E-Business development services agreement related to the development and implementation of the Company’s corporate presence and E-Business relationships on the world wide web. In exchange for the delivery and full execution and implementation of said design, marketing, development and E-Business services, the Company agreed to issue 1,012,500 shares of its common stock.

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with its SCOR Brands Inc. (“SCOR”) branded footwear subsidiary unit on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate the private placement, pre-registration and pre-public market movement of SCOR common shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a NASD portal market designation for secondary market trading of the security on November 8, 2001.  The Company holds 29,233,334 shares of SCOR Brands, Inc.; 144A common stock or 97.4% of said common stock outstanding.

As of December 31, 2008, the Company had a total of 100,000,000 shares of its Class A, no par, $0.01 stated value common stock authorized with an aggregate total of 48,022,500 shares of its Class A, no par, $0.01 stated value common stock issued and outstanding.

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 $30,100 for the effect of these options for the year ended December 31, 2000.

For the period ended December 31, 2008, the Company did not grant nor issue any additional stock options.

110

CITIZENS CAPITAL CORP.

(a development stage company)

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

The Company’s lease agreement expired effective December 31, 2003.  As such, subsequent to the period ended December 31, 2003, the Company no longer recognized nor notated the value of said lease commitment on its balance sheet as a potential long term liability. At the expiration of said lease agreement for the period ended December 31, 2003, the Company leases its administration office accommodations on a month to month basis.  As of the period ended December 31, 2008, the Company has no current lease commitment for which it records a contingent liability.

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, 2008, are as follows:

Cash  and advances from stockholder – The fair values approximate carrying amounts because of the short maturity of those instruments.

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

111

CITIZENS CAPITAL CORP.

(a development stage company)

11.        Concentrations
 

While the Company generated operating expenses, revenues generated by the Company trailed operating expenses significantly for the period. The Company’s revenue for the period were  generated primarily from its Media Force unit, thus the Company may be said to have a concentration as it relates to revenues generated by business segment.  During the period, the Company actively marketed, developed and pursued business for the Company, its DLFA segment and both its Media Force and SCOR units.

12.    Subsequent Events

Subsequent to the December 31, 2008 period end, the Company completed launch of its Media Force unit’s Black Financial News Network, online, website located at the Company owned domain: bfnnetwork.com.

Subsequent to December 31, 2008, the Company officially completed internal development and design of its Dream League Football Association assets, to include the league’s seal and team logos for each of its twenty (20) teams.

112

3) Financial Statements for the year ended December 31, 2007.

MANAGEMENT’S ACCOUNTING REPORT

Board of Directors

Citizens Capital Corp.

Dallas, Texas

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the period end December 31, 2007.

/s/ Billy D. Hawkins

Citizens Capital Corp.

Chief Executive Officer

Dallas, Texas

December 4, 2010

113

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED BALANCE SHEET

December 31, 2007

CURRENT ASSETS:
Cash	$	(16,101	)
Accounts receivable		-
Total current assets		(16,101	)
PROPERTY AND EQUIPMENT, net of accumulated depreciation		-
INTANGIBLE ASSETS, net		-
Total assets	$	(16,101	)
LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	-
Advances from stockholder		8,270
Total current liabilities		8,270
LONG TERM LIABILITIES:
Credit card cash advances – See Credit Card Advances (Note 4)		38,418
Interest Payable - See Credit Card Advances (Note 4)		40,274
Loans from stockholders		26,714
Interest Payable - See Stockholders’ Loan (Note 6)		4,538
Total long term liabilities
Total liabilities	$	118,214
COMMITMENT (Note 9)
STOCKHOLDERS’ DEFICIT:
Preferred stock, $1.00 stated value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000,000
Common stock, no par value, 100,000,000 shares authorized; 48,022,500 shares issued and outstanding ($.01 stated value)		480,225
Additional paid-in capital		48,803,063
Note receivable from ESOP		(50,099,712	)
Deficit accumulated during the development stage		(317,891	)
Total stockholders’ deficit		(134,315	)
Total liabilities and stockholders’ deficit	$	(16,101	)

See accompanying notes to consolidated financial statements.




114

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2007			2006			December 31, 2007
SALES	$	198		$	-		$	177,784
COST OF SALES		-			-			37,398
OTHER INCOME/(LOSS)		-			-			(3,957	)
GROSS MARGIN		198			-			136,429
GENERAL AND ADMINISTRATIVE EXPENSES		7,787			10,215			454,320
NET LOSS	$	(7,589	)	$	(10,215	)	$	(317,891	)
NET LOSS PER SHARE (basic and diluted)	$		*	$		*

*  Less than $.01 per share

See accompanying notes to consolidated financial statements.





115

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock				Common Stock				Additional Paid-In			Note Receivable			Accumulated
	Shares		Amount		Shares		Amount		Capital			from ESOP			Deficit			Totals
Common stock issued founder upon incorporation		-	$	-		300	$	3	$	(3	)	$	-		$	-		$	-
Common stock issued founder December 24, 1993		-		-		22,499,700		224,997		(224,997	)		-			-			-
Preferred stock issued November 1, 1994		1,000,000		1,000,000		-		-		(988,000	)		-			-			12,000
Contributions by stockholder at various dates prior to 1997		-		-		-		-		56,096			-			-			56,096
Cumulative net loss through December 31, 1996		-		-		-		-		-			-			(65,271	)		(65,271	)
BALANCES, December 31, 1996		1,000,000		1,000,000		22,500,000		225,000		(1,156,904	)		-			(65,271	)		2,825
Common stock issued for brand and service marks November 14, 1997		-		-		3,000,000		30,000		(30,000	)		-			-			-
Contributions by stockholder during 1997		-		-		-		-		9,307			-			-			9,307
Net loss for the year		-		-		-		-		-			-			(9,657	)		(9,657	)
BALANCES, December 31, 1997		1,000,000		1,000,000		25,500,000		255,000		(1,177,597	)		-			(74,928	)		2,475
Common stock issued to ESOP May 8, 1998		-		-		15,000,000		150,000		49,950,000			(50,100,000	)		-			-
Contributions by stockholder during 1998		-		-		-		-		15,563			-			-			15,563
Net loss for the year		-		-		-		-		-			-			(17,353	)		(17,353	)
BALANCES, December 31, 1998		1,000,000		1,000,000		40,500,000		405,000		48,787,966			(50,100,000	)		(92,281	)		685
Contributions by stockholder during 1999		-		-		-		-		17,319			-			-			17,319
Net loss for the year		-		-		-		-		-			-			(18,203	)		(18,203	)
BALANCES, December 31, 1999		1,000,000		1,000,000		40,500,000		405,000		48,805,285			(50,100,000	)		(110,484	)		(199	)

116

Common stock issued and options for services	-	-	10,000	100	30,000		-		-		30,100
Contribution by stockholder during 2000	-	-	-	-	1,623		-		-		1,623
Net loss for  year	-	-	-	-	-		-		(87,234	)	(87,234	)
BALANCES, December 31, 2000	1,000,000	1,000,000	40,510,000	405,100	48,836,908		(50,100,000	)	(197,718	)	(55,710	)
Common stock issued to Joint Venture  Partner January 5, 2001	-	-	1,500,000	15,000	(15,000	)	-		-		-
Common stock issued for services January 25, 2001	-	-	1,012,500	10,125	-		-		-		10,125
Common stock issued to SCOR Brands subsidiary August 1, 2001	-	-	5,000,000	50,000	(50,000	)	-		-		-
Principal Repayment by ESOP of  Note Receivable during 2001	-	-	-	-	-		170		-		170
Net loss for  year	-	-	-	-	-		-		(63,351	)	(63,351	)
BALANCES, December 31, 2001	1,000,000	1,000,000	48,022,500	480,225	48,771,908		(50,099,830	)	(261,069	)	(108,766	)
Net loss for  year	-	-	-	-	-		-		(872	)	(872	)
BALANCES, December 31, 2002	1,000,000	1,000,000	48,022,500	480,225	48,771,908		(50,099,830	)	(261,941	)	(109,638	)
Net loss for  year	-	-	-	-	-		-		(10,721	)	(10,721	)
BALANCES, December 31, 2003	1,000,000	1,000,000	48,022,500	480,225	48,771,908		(50,099,830	)	(272,662	)	(120,359	)

117

Contribution by stockholder during 2004								2,159								2,159
Principal Repayment by ESOP of  Note Receivable during 2004	-		-	-		-		-		118			-			118
Net loss for  year	-		-	-		-		-		-			(3,359	)		(3,359	)
BALANCES, December 31, 2004	1,000,000		1,000,000	48,022,500		480,225		48,774,067		(50,099,712	)		(276,021	)		(121,441	)
Contribution by stockholder during 2005								18,929								18,929
Net loss for  year	-		-	-		-		-		-			(24,066	)		(24,066	)
BALANCES, December 31, 2005	1,000,000		1,000,000	48,022,500		480,225		48,792,996		(50,099,712	)		(300,087	)		(126,578	)
Contribution by stockholder during 2006								7,170								7,170
Net loss for  year	-		-	-		-		-		-			(10,215	)		(10,215	)
BALANCES, December 31, 2006	1,000,000		1,000,000	48,022,500		480,225		48,800,166		(50,099,712	)		(310,302	)		(129,623	)
Contribution by stockholder during 2007								2,897								2,897
Net loss for  year													(7,589	)		(7,589	)
BALANCES, December 31, 2007	1,000,000	$	1,000,000	48,022,500	$	480,225	$	48,803,063	$	(50,099,712	)	$	(317,891	)	$	(134,315	)

See accompanying notes to consolidated financial statements.





118

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2007			2006			December 31, 2007
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(loss)	$	(7,589	)	$	(10,215	)	$	(317,891	)
Adjustments to reconcile net loss to cash used by operating activities:
Expenses paid by stockholder		2,897			7,170			126,238
Services paid for with stock and options		-			-			40,225
Depreciation and amortization		-			-			14,722
(Increase) decrease in accounts receivable		-			-			-
(Increase) decrease in prepaid expenses		-			-			-
Increase (decrease) in accounts payable		-			-			-
Increase in credit card cash advances		-			-			38,418
Increase (decrease) in interest payable – Credit card cash advances		3,747			3,569			40,274
Increase (decrease) in interest payable –  Stockholders’ Loans		1,202			1,156			4,538
Net cash (provided) used by operating activities		257			1,680			(53,476	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			-			(34,564	)
Payment for intangible assets		-			-			(400	)
Sale/Disposal of equipment		-			-			20,242
Net cash used by investing activities		-			-			(14,722	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock and contribution by stockholder		-			-			16,825
Stockholders Loans		-			-			26,714
Stockholders advances		-			-			8,270
Proceeds from repayment of Note Recv. by ESOP		-			-			288
Net cash provided by financing activities		-			-			52,097
NET INCREASE/DECREASE IN CASH		257			1,680			(16,101	)
CASH, beginning of period		(16,358	)		(18,038	)		-
CASH, end of period	$	(16,101	)	$	(16,358	)	$	(16,101	)
SUPPLEMENTAL INFORMATION -
Interest paid during year	$	-		$	-

119

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 target, evaluate and pursue specific acquisition candidates or joint venture and/or internally 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, the Company acquired the assets of a printing business for integration into its Media Force unit and the Company primarily through this unit 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 Trust (see Note 7).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks.

On January 1, 2007, the Company’s Media Force unit completed transformation and conversion of its Black Financial News magazine publication into the Black Financial News Network video based website, a digital, financial and general news, information and advertising platform located at the following Company owned, internet domain: bfnnetwork.com.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant inter-company 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.

Due to a general decline in the commercial printing business combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability, As such, the Company made the strategic decision to discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003 resulting in the retirement and elimination of all related equipment at the depreciated value of $20,242.  As such, the Company experienced a loss of $10,758 related to the disposition of said equipment which was reflected and charged to the Company’s income for the period ended December 31, 2003.

120

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

While the Company elected to discontinue its Media Force unit’s in house, commercial printing operation, the Company’s Media Force unit continues to produce, on an outsource basis going forward, its Black Financial News® magazine publication.  Further, the Company’s Media Force unit continues to offered and provide several commercial printing products and services, to existing customers, on an outsourced, brokered basis for the period ended December 31, 2003.

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®, The Cash-Out Mortgage ReFinancer® and The Home Equity Cashier® 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® magazine publication.

The Company, through its interest in SCOR Brands Inc., owns the registered trademark, distribution and exclusive marketing rights to the SCOR® 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 was fully amortized on a straight line basis.

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 48,022,500 and 48,022,500 for the years ended December 31, 2007 and 2006, 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, resulting from net operating loss carry forwards (NOL) for tax which were fully reserved.  The Company had no material deferred tax liabilities. The Company’s NOL at December 31, 2007 was approximately $238,419 and it expires through the year 2020.

121

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 the2008 Fiscal Year

The Company’s plan of operation for the 2008 fiscal year is to: (1) further the implementation of its Media Force unit’s Black Financial News Network online, website located and operated at the Company owned internet domain of: bfnnetwork.com.

Further, the Company’s Media Force unit intends to further the internal development of its Black Financial News Network, CNN style, broadband video, news broadcast center for delivery over existing Internet Protocol (IP) networks, Over the top (OTT) video service providers, and to the subscribers of various multi-channel video pay-television distribution system operators.

The Company intends to further the development of the Dream League Football Association (DLFA), a professional football league projected to have twenty (20) teams located in twenty (20) of the top consumer markets in North America. The Dream League Football Association is also intended to serve as material, sports media broadcast content. The Dream League Football Association players are projected and intended to wear the Company’s SCOR Brands unit’s SCOR brand footwear as the official shoe of the Dream League Football Association.

The Company’s SCOR Brands unit has completed development of its SCOR Brand footwear and has previously introduced said branded footwear products into the consumer market place. The Company intends to continue to look for opportunities to produce and further the marketing and distribution of its SCOR branded footwear products into the consumer market place and (2) continue to target, evaluate and pursue suitable mergers and/or acquisition candidates. The Company’s cash requirements have been funded to date by its principal stockholder. The Company anticipates a reduction in the working capital needed to facilitate its Media Force unit’s Black Financial News property once said property is converted into a digital, online, broadband video based property and place initial production orders of its SCOR brand footwear product and to further the start up and implementation phase of its plans, as well as, to cover working capital requirements for its current operations. Further, the Company generally projects a consistent annual requirement of approximately $1,000,000 as an available acquisition line of credit to be utilized to target, evaluate and pursue and consummate potential acquisition candidates. The Company intends to attempt to borrow these funds from affiliates of the Company and third party lenders, as well as, access the both the public and private capital markets when and where available. Should the Company be unable to borrow these funds, it may be unable to fully implement its business plan, as well as, its plan of acquisition. Regardless of whether any funding is received, the Company’s major stockholder has committed to provide funding required which allows the Company to continue as a going concern.

122

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.    Acquisition
 

In July 2000, the Company acquired the assets and operations of a printing business for $31,000 for integration with its Media Force unit.  The acquisition was accounted for as a purchase and the operations are consolidated with those of the Company beginning July 1, 2000.

Due to a general decline in the commercial printing business subsequent to the terrorist attacks of September 11, 2001 and the corresponding softening of the United States economy, combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability. As such, the Company made the strategic decision to re-deploy its resources and discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003.

4.      Credit Card Cash Advances

The Company, through its Landrush Realty Corporation subsidiary unit, 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.  As of December 31, 2000, the Company discontinued active use and/or further cash advances from said credit card as a funding source. However, said credit card balance outstanding shall continue to accrue annual interest payable at 19.8 per annum.  For the period ended December 31, 2003, interest payable on the credit card principal balance outstanding was $26,322.

On November 22, 2004, the Company’s principal officer reached agreement with credit card provider to restructure the annual interest rate charge, charged on the annual outstanding card balance, from 19.8% per annum to 5% per annum and convert the repayment term of said current outstanding credit card balance to a 10 year term with a maturity date of November 22, 2014.  Per the terms of the agreement, the Company many repay the full outstanding credit card balance, with accrued interest, at any time prior to the maturity date of November 22, 2014.  As of December 31, 2004, the Company re-classified and recorded the existing outstanding credit card balance, with accrued interest payable, as a long term liability of the Company.

5% Credit Card Loan; due November 22, 2014; payable in full at maturity with accrued interest			$	38,418
Interest Payable for the Period ended December 31, 2007	$	3,747
Accrued Interest Payable through the Period ended December 31, 2007				40,274
Total Principal and Accrued Interest Due -  as of December 31, 2007			$	78,692

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 Company. For the period ended December 31, 2007, advances from stockholder outstanding was $8,720.

123

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.      Stockholders’ Loans

The Company has received unsecured loans from stockholders in the following original dates and amounts; interest rates and maturity dates:

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

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

For the period ended December 31, 2002, all loans from stockholder remained outstanding.  As such, stockholder agreed to combined the outstanding principal balance of all outstanding loans and thereby extend the maturity date of said loans currently due and payable to the stockholder until 2014, at an annual interest rate of 4.0%. Therefore, stockholder loans and any accrued interest thereof, was re-classified and recorded for the period as a long term liabilities of the Company.  For the period ended December 31, 2007, stockholder loans outstanding, including accrued interest, was $31,252.

4.0% loan dated December 31, 2003; due December 31, 2014; payable in full at maturity with accrued interest			$	26,714
Interest Payable for the Period ended December 31, 2007	$	1,202
Accrued Interest Payable through the Period ended December 31, 2007				4,538
Total Principal and Accrued Interest Due -  as of December 31, 2007			$	31,252

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, 2006 as there has been no compensation to employees.

124

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On May 11, 1998 the Company sold 15,000,000 shares of its Class A common stock directly to the ESOP Trust 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 Trust. The promissory note has a “liquidating call provision” which may be invoked by the Company or the note holder. The liquidating call provision gives the Company or the note holder the “demand right” to request that up to 15,000,000 shares of Citizens Capital Corp. common stock, held by the ESOP Trust, 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.

On November 14, 2001 and November 15, 2001 respectively, the ESOP Plan Trust sold 10,000 shares, on each day, of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $169.97.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.

On May 13, 2004, the ESOP Plan Trust sold 1,500,000 shares of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $117.49.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.

Shares of the Company’s Class A; common stock sold by the ESOP Plan were as follows:

Sale Date	Shares Sold		Sale Proceeds		Amount applied Against Note Principal
11/14/2001		10,000	$	84.98	$	84.98
11/15/2001		10,000	$	84.99	$	84.99
05/13/2004		1,500,000	$	117.49	$	117.49
					Total $ 287.46

For the period ended December 31, 2007, ESOP Note Receivable balance outstanding was $50,099,712.

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 or $72,500 annually, 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.

125

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Cumulative dividends in arrears as of December 31, 2007 are $965,414

Common Stock

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

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

On May 3, 1998, the Company voted to split its shares of Class A common stock then outstanding on a 3 for 1 basis.  The aggregate number of the 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).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks. In order to facilitate the acquisition of certain assets and equipment, essential operational personnel and working capital, the Company agreed to issue 1,500,000 shares of its common stock to the JV Group in exchange for certain future master development rights and management control of the current JV Group or any of its future successors, if any.

On January 25, 2001, the Company entered into a website design, marketing and E-Business development services agreement related to the development and implementation of the Company’s corporate presence and E-Business relationships on the world wide web. In exchange for the delivery and full execution and implementation of said design, marketing, development and E-Business services, the Company agreed to issue 1,012,500 shares of its common stock.

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with its SCOR Brands Inc. (“SCOR”) branded footwear subsidiary unit on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate the private placement, pre-registration and pre-public market movement of SCOR common shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a NASD portal market designation for secondary market trading of the security on November 8, 2001.  The Company holds 29,233,334 shares of SCOR Brands, Inc.; 144A common stock or 97.4% of said common stock outstanding.

126

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2007, the Company had a total of 100,000,000 shares of its Class A, no par, $0.01 stated value common stock authorized with an aggregate total of 48,022,500 shares of its Class A, no par, $0.01 stated value common stock issued and outstanding.

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 $30,100 for the effect of these options for the year ended December 31, 2000.

For the period ended December 31, 2007, the Company did not grant nor issue any additional stock options.

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

The Company’s lease agreement expired effective December 31, 2003.  As such, subsequent to the period ended December 31, 2003, the Company no longer recognized nor notated the value of said lease commitment on its balance sheet as a potential long term liability. At the expiration of said lease agreement for the period ended December 31, 2003, the Company leases its administration office accommodations on a month to month basis.  As of the period ended December 31, 2007, the Company has no current lease commitment for which it records a contingent liability.

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, 2007, are as follows:

127

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cash  and advances from stockholder – The fair values approximate carrying amounts because of the short maturity of those instruments.

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

11.      Concentrations

While the Company generated operating expenses, revenues generated by the Company trailed operating expenses significantly for the period. The Company’s revenue for the period was generated primarily from its Media Force unit. During the period, the Company actively marketed, developed and pursued business for the Company and both its Media Force and SCOR units..

12.      Subsequent Events

Subsequent to the December 31, 2007 period end, the Company completed launch of its Media Force unit’s Black Financial News Network, online, website located at the Company owned domain: bfnnetwork.com.

Subsequent to December 2007, the Company officially completed development and design of its Dream League Football Association, league seal and team logos for each of its twenty (20) teams.

128

CITIZENS CAPITAL CORP.

(a development stage company)

4) Financial Statements for the year ended December 31, 2006.

MANAGEMENT’S ACCOUNTING REPORT

Board of Directors

Citizens Capital Corp.

Dallas, Texas

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the period end December 31, 2006.

/s/ Billy D. Hawkins

Citizens Capital Corp.

Chief Executive Officer

Dallas, Texas

December 2, 2010

129

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED BALANCE SHEET

December 31, 2006

CURRENT ASSETS:
Cash	$	(16,358	)
Accounts receivable		-
Total current assets		(16,358	)
PROPERTY AND EQUIPMENT, net of accumulated depreciation		-
INTANGIBLE ASSETS, net		-
Total assets	$	(16,358	)
LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	-
Advances from stockholder		8,270
Total current liabilities		8,270
LONG TERM LIABILITIES:
Credit card cash advances – See Credit Card Advances (Note 4)		38,418
Interest Payable - See Credit Card Advances (Note 4)		36,527
Loans from stockholders		26,714
Interest Payable - See Stockholders’ Loan (Note 6)		3,336
Total long term liabilities
Total liabilities	$	113,265
COMMITMENT (Note 9)
STOCKHOLDERS’ DEFICIT:
Preferred stock, $1.00 stated value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000,000
Common stock, no par value, 100,000,000 shares authorized; 48,022,500 shares issued and outstanding ($.01 stated value)		480,225
Additional paid-in capital		48,800,166
Note receivable from ESOP		(50,099,712	)
Deficit accumulated during the development stage		(310,302	)
Total stockholders’ deficit		(129,623	)
Total liabilities and stockholders’ deficit	$	(16,358	)

See accompanying notes to consolidated financial statements.





130

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2006			2005			December 31, 2006
SALES	$	-		$	369		$	177,586
COST OF SALES		-			-			37,398
OTHER INCOME/(LOSS)		-			-			(3,957	)
GROSS MARGIN		-			369			122,629
GENERAL AND ADMINISTRATIVE EXPENSES		10,215			24,435			446,533
NET LOSS	$	(10,215	)	$	(24,066	)	$	(310,302	)
NET LOSS PER SHARE (basic and diluted)	$		*	$		*

*  Less than $.01 per share

See accompanying notes to consolidated financial statements.






131

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock				Common Stock				Additional Paid-In			Note Receivable			Accumulated
	Shares		Amount		Shares		Amount		Capital			from ESOP			Deficit			Totals
Common stock issued founder upon incorporation		-	$	-		300	$	3	$	(3	)	$	-		$	-		$	-
Common stock issued founder December 24, 1993		-		-		22,499,700		224,997		(224,997	)		-			-			-
Preferred stock issued November 1, 1994		1,000,000		1,000,000		-		-		(988,000	)		-			-			12,000
Contributions by stockholder at various dates prior to 1997		-		-		-		-		56,096			-			-			56,096
Cumulative net loss through December 31, 1996		-		-		-		-		-			-			(65,271	)		(65,271	)
BALANCES, December 31, 1996		1,000,000		1,000,000		22,500,000		225,000		(1,156,904	)		-			(65,271	)		2,825
Common stock issued for brand and service marks November 14, 1997		-		-		3,000,000		30,000		(30,000	)		-			-			-
Contributions by stockholder during 1997		-		-		-		-		9,307			-			-			9,307
Net loss for the year		-		-		-		-		-			-			(9,657	)		(9,657	)
BALANCES, December 31, 1997		1,000,000		1,000,000		25,500,000		255,000		(1,177,597	)		-			(74,928	)		2,475
Common stock issued to ESOP May 8, 1998		-		-		15,000,000		150,000		49,950,000			(50,100,000	)		-			-
Contributions by stockholder during 1998		-		-		-		-		15,563			-			-			15,563
Net loss for the year		-		-		-		-		-			-			(17,353	)		(17,353	)
BALANCES, December 31, 1998		1,000,000		1,000,000		40,500,000		405,000		48,787,966			(50,100,000	)		(92,281	)		685
Contributions by stockholder during 1999		-		-		-		-		17,319			-			-			17,319
Net loss for the year		-		-		-		-		-			-			(18,203	)		(18,203	)
BALANCES, December 31, 1999		1,000,000		1,000,000		40,500,000		405,000		48,805,285			(50,100,000	)		(110,484	)		(199	)
Common stock issued and options for services		-		-		10,000		100		30,000			-			-			30,100
Contribution by stockholder during 2000		-		-		-		-		1,623			-			-			1,623
Net loss for  year		-		-		-		-		-			-			(87,234	)		(87,234	)
BALANCES, December 31, 2000		1,000,000		1,000,000		40,510,000		405,100		48,836,908			(50,100,000	)		(197,718	)		(55,710	)

132

Common stock issued to Joint Venture  Partner January 5, 2001	-		-	1,500,000		15,000		(15,000	)		-			-			-
Common stock issued for services January 25, 2001	-		-	1,012,500		10,125		-			-			-			10,125
Common stock issued to SCOR Brands subsidiary August 1, 2001	-		-	5,000,000		50,000		(50,000	)		-			-			-
Principal Repayment by ESOP of  Note Receivable during 2001	-		-	-		-		-			170			-			170
Net loss for  year	-		-	-		-		-			-			(63,351	)		(63,351	)
BALANCES, December 31, 2001	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(261,069	)		(108,766	)
Net loss for  year	-		-	-		-		-			-			(872	)		(872	)
BALANCES, December 31, 2002	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(261,941	)		(109,638	)
Net loss for  year	-		-	-		-		-			-			(10,721	)		(10,721	)
BALANCES, December 31, 2003	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(272,662	)		(120,359	)
Contribution by stockholder during 2004								2,159									2,159
Principal Repayment by ESOP of  Note Receivable during 2004	-		-	-		-		-			118			-			118
Net loss for  year	-		-	-		-		-			-			(3,359	)		(3,359	)
BALANCES, December 31, 2004	1,000,000		1,000,000	48,022,500		480,225		48,774,067			(50,099,712	)		(276,021	)		(121,441	)
Contribution by stockholder during 2005								18,929									18,929
Net loss for  year	-		-	-		-		-			-			(24,066	)		(24,066	)
BALANCES, December 31, 2005	1,000,000		1,000,000	48,022,500		480,225		48,792,996			(50,099,712	)		(300,087	)		(126,578	)
Contribution by stockholder during 2006								7,170									7,170
Net loss for  year														(10,215	)		(10,215	)
BALANCES, December 31, 2006	1,000,000	$	1,000,000	48,022,500	$	480,225	$	48,800,166		$	(50,099,712	)	$	(310,302	)	$	(129,623	)

133

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2006			2005			December 31, 2006
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(loss)	$	(10,215	)	$	(24,066	)	$	(310,302	)
Adjustments to reconcile net loss to cash used by operating activities:
Expenses paid by stockholder		7,170			18,929			123,341
Services paid for with stock and options		-			-			40,225
Depreciation and amortization		-			-			14,722
(Increase) decrease in accounts receivable		-			-			-
(Increase) decrease in prepaid expenses		-			-			-
Increase (decrease) in accounts payable		-			-			-
Increase in credit card cash advances		-			-			38,418
Increase (decrease) in interest payable – Credit card cash advances		3,569			3,399			36,527
Increase (decrease) in interest payable –  Stockholders’ Loans		1,156			1,111			3,336
Net cash (provided) used by operating activities		1,680			(627	)		(53,733	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			-			(34,564	)
Payment for intangible assets		-			-			(400	)
Sale/Disposal of equipment		-			-			20,242
Net cash used by investing activities		-			-			(14,722	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock and contribution by stockholder		-			-			16,825
Stockholders Loans		-			-			26,714
Stockholders advances		-			-			8,270
Proceeds from repayment of Note Recv. by ESOP		-			-			288
Net cash provided by financing activities		-			-			52,097
NET INCREASE/DECREASE IN CASH		1,680			(627	)		(16,358	)
CASH, beginning of period		(18,038	)		(17,411	)		-
CASH, end of period	$	(16,358	)	$	(18,038	)	$	(16,358	)
SUPPLEMENTAL INFORMATION -
Interest paid during year	$	-		$	-

See accompanying notes to consolidated financial statements.

134

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 target, evaluate and pursue specific acquisition candidates or joint venture and/or internally 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, the Company acquired the assets of a printing business for integration into its Media Force unit and the Company primarily through this unit 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 Trust (see Note 7).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks.

During the Company’s 2006 fiscal year, the Company’s Media Force unit moved to transform its Media Force unit’s Black Financial News magazine publication into the Black Financial News Network, a digital, online, broadband based video property and thereby reduce and eliminate the monthly printing and production cost of producing a periodic magazine publication.  In conjunction with its Media Force unit’s Black Financial News Network, Media Force also developed an affiliated Black Financial News Network website, a digital news, information and advertising platform at: bfnnetwork.com

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company 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.

Due to a general decline in the commercial printing business combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability, As such, the Company made the strategic decision to discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003 resulting in the retirement and elimination of all related equipment at the depreciated value of $20,242.  As such, the Company experienced a loss of $10,758 related to the disposition of said equipment which was reflected and charged to the Company’s income for the period ended December 31, 2003.

135

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

While the Company elected to discontinue its Media Force unit’s in house, commercial printing operation, the Company’s Media Force unit continues to produce, on an outsource basis going forward, its Black Financial News® magazine publication.  Further, the Company’s Media Force unit continues to offered and provide several commercial printing products and services, to existing customers, on an outsourced, brokered basis for the period ended December 31, 2003.

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®, The Cash-Out Mortgage ReFinancer® and The Home Equity Cashier® 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® magazine publication.

The Company, through its interest in SCOR Brands Inc., owns the registered trademark, distribution and exclusive marketing rights to the SCOR® 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 was fully amortized on a straight line basis.

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 48,022,500 and 48,022,500 for the years ended December 31, 2006 and 2005, 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, resulting from net operating loss carry forwards (NOL) for tax which were fully reserved.  The Company had no material deferred tax liabilities. The Company’s NOL at December 31, 2006 was approximately $232,726 and it expires through the year 2020.

136

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 the2007 Fiscal Year

The Company’s plan of operation for the 2007 fiscal year is to: (1) complete transformation of its Media Force unit’s Black Financial News magazine publication into the Black Financial News Network, a digital, broadband video based broadcast property and thereby eliminate the printing and production cost of producing a periodic magazine publication. Further, the Company’s Media Force unit intends to further the development of its Black Financial News Network affiliated online, website located and operated at the Company owned internet domain of: bfnnetwork.com.

The Company intends to commence development of the Dream League Football Association (DLFA), a professional football league projected to have twenty (20) teams located in twenty (20) of the top consumer markets in North America. The Dream League Football Association is also intended to serve as material, sports media broadcast content. The Dream League Football Association players are projected and intended to wear the Company’s SCOR Brands unit’s SCOR brand footwear as the official shoe of the Dream League Football Association.

The Company’s SCOR Brands unit has completed development of its SCOR Brand footwear and has previously introduced said branded footwear products into the consumer market place. The Company intends to continue to look for opportunities to produce and further the marketing and distribution of its SCOR branded footwear products into the consumer market place and (2) continue to target, evaluate and pursue suitable mergers and/or acquisition candidates. The Company’s cash requirements have been funded to date by its principal stockholder. The Company anticipates a reduction in the working capital needed to facilitate its Media Force unit’s Black Financial News property once said property is converted into a digital, online, broadband video based property and place initial production orders of its SCOR brand footwear product and to further the start up and implementation phase of its plans, as well as, to cover working capital requirements for its current operations. Further, the Company generally projects a consistent annual requirement of approximately $1,000,000 as an available acquisition line of credit to be utilized to target, evaluate and pursue and consummate potential acquisition candidates. The Company intends to attempt to borrow these funds from affiliates of the Company and third party lenders, as well as, access the both the public and private capital markets when and where available. Should the Company be unable to borrow these funds, it may be unable to fully implement its business plan, as well as, its plan of acquisition. Regardless of whether any funding is received, the Company’s major stockholder has committed to provide funding required which allows the Company to continue as a going concern.

137

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.    Acquisition

In July 2000, the Company acquired the assets and operations of a printing business for $31,000 for integration with its Media Force unit.  The acquisition was accounted for as a purchase and the operations are consolidated with those of the Company beginning July 1, 2000.

Due to a general decline in the commercial printing business subsequent to the terrorist attacks of September 11, 2001 and the corresponding softening of the United States economy, combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability. As such, the Company made the strategic decision to re-deploy its resources and discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003.

4.      Credit Card Cash Advances

The Company, through its Landrush Realty Corporation subsidiary unit, 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.  As of December 31, 2000, the Company discontinued active use and/or further cash advances from said credit card as a funding source. However, said credit card balance outstanding shall continue to accrue annual interest payable at 19.8 per annum.  For the period ended December 31, 2003, interest payable on the credit card principal balance outstanding was $26,322.

On November 22, 2004, the Company’s principal officer reached agreement with credit card provider to restructure the annual interest rate charge, charged on the annual outstanding card balance, from 19.8% per annum to 5% per annum and convert the repayment term of said current outstanding credit card balance to a 10 year term with a maturity date of November 22, 2014.  Per the terms of the agreement, the Company many repay the full outstanding credit card balance, with accrued interest, at any time prior to the maturity date of November 22, 2014.  As of December 31, 2004, the Company re-classified and recorded the existing outstanding credit card balance, with accrued interest payable, as a long term liability of the Company.

5% Credit Card Loan; due November 22, 2014; payable in full at maturity with accrued interest			$	38,418
Interest Payable for the Period ended December 31, 2006	$	3,569
Accrued Interest Payable through the Period ended December 31, 2006				36,527
Total Principal and Accrued Interest Due -  as of December 31, 2006			$	74,945

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 Company. For the period ended December 31, 2006, advances from stockholder outstanding was $8,720.

138

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

6.      Stockholders’ Loans

The Company has received unsecured loans from stockholders in the following original dates and amounts; interest rates and maturity dates:

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

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

For the period ended December 31, 2002, all loans from stockholder remained outstanding.  As such, stockholder agreed to combined the outstanding principal balance of all outstanding loans and thereby extend the maturity date of said loans currently due and payable to the stockholder until 2014, at an annual interest rate of 4.0%. Therefore, stockholder loans and any accrued interest thereof, was re-classified and recorded for the period as a long term liabilities of the Company.  For the period ended December 31, 2006, stockholder loans outstanding, including accrued interest, was $30,050.

4.0% loan dated December 31, 2003; due December 31, 2014; payable in full at maturity with accrued interest			$	26,714
Interest Payable for the Period ended December 31, 2006	$	1,156
Accrued Interest Payable through the Period ended December 31, 2006				3,336
Total Principal and Accrued Interest Due -  as of December 31, 2006			$	30,050

139

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, 2006 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 Trust 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 Trust. The promissory note has a “liquidating call provision” which may be invoked by the Company or the note holder. The liquidating call provision gives the Company or the note holder the “demand right” to request that up to 15,000,000 shares of Citizens Capital Corp. common stock, held by the ESOP Trust, 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.

On November 14, 2001 and November 15, 2001 respectively, the ESOP Plan Trust sold 10,000 shares, on each day, of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $169.97.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.

On May 13, 2004, the ESOP Plan Trust sold 1,500,000 shares of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $117.49.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.

Shares of the Company’s Class A; common stock sold by the ESOP Plan were as follows:

Sale Date	Shares Sold		Sale Proceeds		Amount applied Against Note Principal
11/14/2001		10,000	$	84.98	$	84.98
11/15/2001		10,000	$	84.99	$	84.99
05/13/2004		1,500,000	$	117.49	$	117.49
					Total $ 287.46

For the period ended December 31, 2006, ESOP Note Receivable balance outstanding was $50,099,712.

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.

140

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 or $72,500 annually, 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.

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.

Cumulative dividends in arrears as of December 31, 2006 are $892,914.

Common Stock

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

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

On May 3, 1998, the Company voted to split its shares of Class A common stock then outstanding on a 3 for 1 basis.  The aggregate number of the 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).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks. In order to facilitate the acquisition of certain assets and equipment, essential operational personnel and working capital, the Company agreed to issue 1,500,000 shares of its common stock to the JV Group in exchange for certain future master development rights and management control of the current JV Group or any of its future successors, if any.

On January 25, 2001, the Company entered into a website design, marketing and E-Business development services agreement related to the development and implementation of the Company’s corporate presence and E-Business relationships on the world wide web. In exchange for the delivery and full execution and implementation of said design, marketing, development and E-Business services, the Company agreed to issue 1,012,500 shares of its common stock.

141

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with its SCOR Brands Inc. (“SCOR”) branded footwear subsidiary unit on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate the private placement, pre-registration and pre-public market movement of SCOR common shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a NASD portal market designation for secondary market trading of the security on November 8, 2001.  The Company holds 29,233,334 shares of SCOR Brands, Inc.; 144A common stock or 97.4% of said common stock outstanding.

As of December 31, 2006, the Company had a total of 100,000,000 shares of its Class A, no par, $0.01 stated value common stock authorized with an aggregate total of 48,022,500 shares of its Class A, no par, $0.01 stated value common stock issued and outstanding.

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 $30,100 for the effect of these options for the year ended December 31, 2000.

For the period ended December 31, 2006, the Company did not grant nor issue any additional stock options.

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

The Company’s lease agreement expired effective December 31, 2003.  As such, subsequent to the period ended December 31, 2003, the Company no longer recognized nor notated the value of said lease commitment on its balance sheet as a potential long term liability. At the expiration of said lease agreement for the period ended December 31, 2003, the Company leases its administration office accommodations on a month to month basis.  As of the period ended December 31, 2006, the Company has no current lease commitment for which it records a contingent liability.

142

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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, 2006, are as follows:

Cash  and advances from stockholder – The fair values approximate carrying amounts because of the short maturity of those instruments.

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

11.      Concentrations

While the Company generated operating expenses, the Company did not generate revenue for the period. However, the Company actively marketed, developed and pursued business for the Company and both its Media Force and SCOR units. Financial instruments that might subject the Company to credit risk are primarily credit card loans outstanding.

12.     Subsequent Events

Subsequent to the December 31, 2006 period end, the Company continued forward with the development, transformation and implementation of its Media Force unit’s Black Financial News Network, a digital, online, broadband video based property and thereby reduce and eliminate the printing and production cost of producing a periodic magazine publication.

In January 2007, the Company officially initiated development of the Dream League Football Association, a twenty (20) team professional football league with teams projected to be located in twenty (20) of the top consumer markets in North America.

143

CITIZENS CAPITAL CORP.

(a development stage company)

5) Financial Statements for the year ended December 31, 2005.

MANAGEMENT’S ACCOUNTING REPORT

Board of Directors

Citizens Capital Corp.

Dallas, Texas

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the period end December 31, 2005.

/s/ Billy D. Hawkins

Citizens Capital Corp.

Chief Executive Officer

Dallas, Texas

December 1, 2010

144

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED BALANCE SHEET

December 31, 2005

CURRENT ASSETS:
Cash	$	(18,038	)
Accounts receivable		-
Total current assets		(18,038	)
PROPERTY AND EQUIPMENT, net of accumulated depreciation		-
INTANGIBLE ASSETS, net		-
Total assets	$	(18,038	)
LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	-
Advances from stockholder		8,270
Total current liabilities		8,270
LONG TERM LIABILITIES:
Credit card cash advances – See Credit Card Advances (Note 4)		38,418
Interest Payable - See Credit Card Advances (Note 4)		32,958
Loans from stockholders		26,714
Interest Payable - See Stockholders’ Loan (Note 6)		2,180
Total long term liabilities		100,270
Total liabilities	$	108,540
COMMITMENT (Note 9)
STOCKHOLDERS’ DEFICIT:
Preferred stock, $1.00 stated value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000,000
Common stock, no par value, 100,000,000 shares authorized; 48,022,500 shares issued and outstanding ($.01 stated value)		480,225
Additional paid-in capital		48,792,996
Note receivable from ESOP		(50,099,712	)
Deficit accumulated during the development stage		(300,087	)
Total stockholders’ deficit		(126,578	)
Total liabilities and stockholders’ deficit	$	(18,038	)

See accompanying notes to consolidated financial statements.



145

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2005			2004			December 31, 2005
SALES	$	369		$	-		$	177,586
COST OF SALES		-			-			37,398
OTHER INCOME/(LOSS)		-						(3,957	)
GROSS MARGIN		369			-			122,629
GENERAL AND ADMINISTRATIVE EXPENSES		24,435			3,359			436,318
NET LOSS	$	(24,066	)	$	(3,359	)	$	(300,087	)
NET LOSS PER SHARE (basic and diluted)	$		*	$		*

*  Less than $.01 per share

See accompanying notes to consolidated financial statements.



146

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock				Common Stock				Additional Paid-In			Note Receivable			Accumulated
	Shares		Amount		Shares		Amount		Capital			from ESOP			Deficit			Totals
Common stock issued founder upon incorporation		-	$	-		300	$	3	$	(3	)	$	-		$	-		$	-
Common stock issued founder December 24, 1993		-		-		22,499,700		224,997		(224,997	)		-			-			-
Preferred stock issued November 1, 1994		1,000,000		1,000,000		-		-		(988,000	)		-			-			12,000
Contributions by stockholder at various dates prior to 1997		-		-		-		-		56,096			-			-			56,096
Cumulative net loss through December 31, 1996		-		-		-		-		-			-			(65,271	)		(65,271	)
BALANCES, December 31, 1996		1,000,000		1,000,000		22,500,000		225,000		(1,156,904	)		-			(65,271	)		2,825
Common stock issued for brand and service marks November 14, 1997		-		-		3,000,000		30,000		(30,000	)		-			-			-
Contributions by stockholder during 1997		-		-		-		-		9,307			-			-			9,307
Net loss for the year		-		-		-		-		-			-			(9,657	)		(9,657	)
BALANCES, December 31, 1997		1,000,000		1,000,000		25,500,000		255,000		(1,177,597	)		-			(74,928	)		2,475
Common stock issued to ESOP May 8, 1998		-		-		15,000,000		150,000		49,950,000			(50,100,000	)		-			-
Contributions by stockholder during 1998		-		-		-		-		15,563			-			-			15,563
Net loss for the year		-		-		-		-		-			-			(17,353	)		(17,353	)
BALANCES, December 31, 1998		1,000,000		1,000,000		40,500,000		405,000		48,787,966			(50,100,000	)		(92,281	)		685
Contributions by stockholder during 1999		-		-		-		-		17,319			-			-			17,319
Net loss for the year		-		-		-		-		-			-			(18,203	)		(18,203	)
BALANCES, December 31, 1999		1,000,000		1,000,000		40,500,000		405,000		48,805,285			(50,100,000	)		(110,484	)		(199	)
Common stock issued and options for services		-		-		10,000		100		30,000			-			-			30,100
Contribution by stockholder during 2000		-		-		-		-		1,623			-			-			1,623
Net loss for  year		-		-		-		-		-			-			(87,234	)		(87,234	)
BALANCES, December 31, 2000		1,000,000		1,000,000		40,510,000		405,100		48,836,908			(50,100,000	)		(197,718	)		(55,710	)

147

Common stock issued to Joint Venture  Partner January 5, 2001	-		-	1,500,000		15,000		(15,000	)		-			-			-
Common stock issued for services January 25, 2001	-		-	1,012,500		10,125		-			-			-			10,125
Common stock issued to SCOR Brands subsidiary August 1, 2001	-		-	5,000,000		50,000		(50,000	)		-			-			-
Principal Repayment by ESOP of  Note Receivable during 2001	-		-	-		-		-			170			-			170
Net loss for  year	-		-	-		-		-			-			(63,351	)		(63,351	)
BALANCES, December 31, 2001	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(261,069	)		(108,766	)
Net loss for  year	-		-	-		-		-			-			(872	)		(872	)
BALANCES, December 31, 2002	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(261,941	)		(109,638	)
Net loss for  year	-		-	-		-		-			-			(10,721	)		(10,721	)
BALANCES, December 31, 2003	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(272,662	)		(120,359	)
Contribution by stockholder during 2004								2,159									2,159
Principal Repayment by ESOP of  Note Receivable during 2004	-		-	-		-		-			118			-			118
Net loss for  year	-		-	-		-		-			-			(3,359	)		(3,359	)
BALANCES, December 31, 2004	1,000,000		1,000,000	48,022,500		480,225		48,774,067			(50,099,712	)		(276,021	)		(121,441	)
Contribution by stockholder during 2005								18,929									18,929
Net loss for  year														(24,066	)		(24,066	)
BALANCES, December 31, 2005	1,000,000	$	1,000,000	48,022,500	$	480,225	$	48,792,996		$	(50,099,712	)	$	(300,087	)	$	(126,578	)

See accompanying notes to consolidated financial statements.



148

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2005			2004			December 31, 2005
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(loss)	$	(24,066	)	$	(3,359	)	$	(300,087	)
Adjustments to reconcile net loss to cash used by operating activities:
Expenses paid by stockholder		18,929			2,159			116,171
Services paid for with stock and options		-			-			40,225
Depreciation and amortization		-			-			14,722
(Increase) decrease in accounts receivable		-			-			-
(Increase) decrease in prepaid expenses		-			-			-
Increase (decrease) in accounts payable		-			-			-
Increase in credit card cash advances		-			-			38,418
Increase (decrease) in interest payable – Credit card cash advances		3,399			3,237			32,958
Increase (decrease) in interest payable –  Stockholders’ Loans		1,111			1,069			2,180
Net cash (provided) used by operating activities		(627	)		3,106			(55,413	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			-			(34,564	)
Payment for intangible assets		-			-			(400	)
Sale/Disposal of equipment		-			-			20,242
Net cash used by investing activities		-			-			(14,722	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock and contribution by stockholder		-			-			16,825
Stockholders Loans		-			-			26,714
Stockholders advances		-			-			8,270
Proceeds from repayment of Note Recv. by ESOP		-			118			288
Net cash provided by financing activities		-			118			52,097
NET INCREASE/DECREASE IN CASH		(627	)		3,106			(18,038	)
CASH, beginning of period		(17,411	)		(20,635	)		-
CASH, end of period	$	(18,038	)	$	(17,411	)	$	(18,038	)
SUPPLEMENTAL INFORMATION -
Interest paid during year	$	-		$	-

See accompanying notes to consolidated financial statements.



149

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 target, evaluate and pursue specific acquisition candidates or joint venture and/or internally 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, the Company acquired the assets of a printing business for integration into its Media Force unit and the Company primarily through this unit 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 Trust (see Note 7).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant inter-company 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.

Due to a general decline in the commercial printing business combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability, As such, the Company made the strategic decision to discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003 resulting in the retirement and elimination of all related equipment at the depreciated value of $20,242.  As such, the Company experienced a loss of $10,758 related to the disposition of said equipment which was reflected and charged to the Company’s income for the period ended December 31, 2003.

150

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

While the Company elected to discontinue its Media Force unit’s in house, commercial printing operation, the Company’s Media Force unit continues to produce, on an outsource basis going forward, its Black Financial News® magazine publication.  Further, the Company’s Media Force unit continues to offered and provide several commercial printing products and services, to existing customers, on an outsourced, brokered basis for the period ended December 31, 2003.

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®, The Cash-Out Mortgage ReFinancer® and The Home Equity Cashier® 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® magazine publication.

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

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

Loss Per Share

Loss per share is calculated in accordance with Statement of Financial Accounting Standards No. 128 (“SFAS 128”), Earnings Per Share.  Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding during the period. Diluted income (loss) per share takes common equivalent shares into consideration. However, common equivalent shares are not considered if their effect is antidilutive. Common stock equivalents consist of outstanding stock options and warrants.  Common stock equivalents are assumed to be exercised with the related proceeds used to repurchase outstanding shares except when the effect would be antidilutive. 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 48,022,500 and 48,022,500 for the years ended December 31, 2005 and 2004, 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, resulting from net operating loss carry forwards (NOL) for tax which were fully reserved.  The Company had no material deferred tax liabilities.  The Company’s NOL at December 31, 2005 was approximately $225,066 and it expires through the year 2020.

151

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 the2006 Fiscal Year

The Company’s plan of operation for the 2006 fiscal year is to: (1) transform its Media Force unit’s Black Financial News magazine publication into a digital, online, broadband video based property and thereby reduce and eliminate the printing and production cost of producing a periodic magazine publication. The Company’s SCOR Brands unit has completed development of its SCOR Brand footwear and has previously introduced said branded footwear products into the consumer market place. The Company intends to continue to look for opportunities to produce and further the marketing and distribution of its SCOR branded footwear products into the consumer market place and (2) continue to target, evaluate and pursue suitable mergers and/or acquisition candidates.  The Company’s cash requirements have been funded to date by its principal stockholder. The Company anticipates a reduction in the working capital needed to facilitate its Media Force unit’s Black Financial News magazine publication once said publication is converted into a digital, online, broadband video based property and place initial production orders of its SCOR brand footwear product and to further the start up and implementation phase of its plans, as well as, to cover working capital requirements over the next year for its current operations. Further, the Company generally projects a consistent annual requirement of approximately $1,000,000 as an available acquisition line of credit to be utilized to target, evaluate and pursue and consummate potential acquisition candidates. The Company intends to attempt to borrow these funds from affiliates of the Company and third party lenders, as well as, access the both the public and private capital markets when and where available. Should the Company be unable to borrow these funds, it may be unable to fully implement its business plan, as well as, its plan of acquisition.  Regardless of whether any funding is received, the Company’s major stockholder has committed to provide funding required which allows the Company to continue as a going concern.

3.    Acquisition

In July 2000, the Company acquired the assets and operations of a printing business for $31,000 for integration with its Media Force unit.  The acquisition was accounted for as a purchase and the operations are consolidated with those of the Company beginning July 1, 2000.

Due to a general decline in the commercial printing business subsequent to the terrorist attacks of September 11, 2001 and the corresponding softening of the United States economy, combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability. As such, the Company made the strategic decision to re-deploy its resources and discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003.

152

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.      Credit Card Cash Advances

The Company, through its Landrush Realty Corporation subsidiary unit, 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.  As of December 31, 2000, the Company discontinued active use and/or further cash advances from said credit card as a funding source. However, said credit card balance outstanding shall continue to accrue annual interest payable at 19.8 per annum.  For the period ended December 31, 2003, interest payable on the credit card principal balance outstanding was $26,322.

On November 22, 2004, the Company’s principal officer reached agreement with credit card provider to restructure the annual interest rate charge, charged on the annual outstanding card balance, from 19.8% per annum to 5% per annum and convert the repayment term of said current outstanding credit card balance to a 10 year term with a maturity date of November 22, 2014.  Per the terms of the agreement, the Company many repay the full outstanding credit card balance, with accrued interest, at any time prior to the maturity date of November 22, 2014.  As of December 31, 2004, the Company re-classified and recorded the existing outstanding credit card balance, with accrued interest payable, as a long term liability of the Company.

5% Credit Card Loan; due November 22, 2014; payable in full at maturity with accrued interest			$	38,418
Interest Payable for the Period ended December 31, 2005	$	3,399
Accrued Interest Payable through the Period ended December 31, 2005				32,958
Total Principal and Accrued Interest Due -  as of December 31, 2005			$	71,376

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 Company. For the period ended December 31, 2005, advances from stockholder outstanding was $8,720.

6.      Stockholders’ Loans

The Company has received unsecured loans from stockholders in the following original dates and amounts; interest rates and maturity dates:

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

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

For the period ended December 31, 2002, all loans from stockholder remained outstanding.  As such, stockholder agreed to combined the outstanding principal balance of all outstanding loans and thereby extend the maturity date of said loans currently due and payable to the stockholder until 2014, at an annual interest rate of 4.0%. Therefore, stockholder loans and any accrued interest thereof, was re-classified and recorded for the period as a long term liabilities of the Company.  For the period ended December 31, 2005, stockholder loans outstanding, including accrued interest, was $28,894.

4.0% loan dated December 31, 2003; due December 31, 2014; payable in full at maturity with accrued interest			$	26,714
Interest Payable for the Period ended December 31, 2005	$	1,111
Accrued Interest Payable through the Period ended December 31, 2005				2,180
Total Principal and Accrued Interest Due -  as of December 31, 2005			$	28,894

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, 2005 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 Trust 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 Trust. The promissory note has a “liquidating call provision” which may be invoked by the Company or the note holder. The liquidating call provision gives the Company or the note holder the “demand right” to request that up to 15,000,000 shares of Citizens Capital Corp. common stock, held by the ESOP Trust, 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.

153

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On November 14, 2001 and November 15, 2001 respectively, the ESOP Plan Trust sold 10,000 shares, on each day, of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $169.97.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.

On May 13, 2004, the ESOP Plan Trust sold 1,500,000 shares of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $117.49.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.

Shares of the Company’s Class A; common stock sold by the ESOP Plan were as follows:

Sale Date	Shares Sold		Sale Proceeds		Amount applied Against Note Principal
11/14/2001		10,000	$	84.98	$	84.98
11/15/2001		10,000	$	84.99	$	84.99
05/13/2004		1,500,000	$	117.49	$	117.49
					Total $ 287.46

For the period ended December 31, 2005, ESOP Note Receivable balance outstanding was $50,099,712.

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 or $72,500 annually, 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.

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.

154

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Cumulative dividends in arrears as of December 31, 2005 are $820,414.

Common Stock

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

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

On May 3, 1998, the Company voted to split its shares of Class A common stock then outstanding on a 3 for 1 basis.  The aggregate number of the 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).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks. In order to facilitate the acquisition of certain assets and equipment, essential operational personnel and working capital, the Company agreed to issue 1,500,000 shares of its common stock to the JV Group in exchange for certain future master development rights and management control of the current JV Group or any of its future successors, if any.

On January 25, 2001, the Company entered into a website design, marketing and E-Business development services agreement related to the development and implementation of the Company’s corporate presence and E-Business relationships on the world wide web. In exchange for the delivery and full execution and implementation of said design, marketing, development and E-Business services, the Company agreed to issue 1,012,500 shares of its common stock.

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with its SCOR Brands Inc. (“SCOR”) branded footwear subsidiary unit on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate the private placement, pre-registration and pre-public market movement of SCOR common shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a NASD portal market designation for secondary market trading of the security on November 8, 2001.  The Company holds 29,233,334 shares of SCOR Brands, Inc.; 144A common stock or 97.4% of said common stock outstanding.

As of December 31, 2005, the Company had a total of 100,000,000 shares of its Class A, no par, $0.01 stated value common stock authorized with an aggregate total of 48,022,500 shares of its Class A, no par, $0.01 stated value common stock issued and outstanding.

155

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $30,100 for the effect of these options for the year ended December 31, 2000.

For the period ended December 31, 2005, the Company did not grant nor issue any additional stock options.

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

The Company’s lease agreement expired effective December 31, 2003.  As such, subsequent to the period ended December 31, 2003, the Company no longer recognized nor notated the value of said lease commitment on its balance sheet as a potential long term liability. At the expiration of said lease agreement for the period ended December 31, 2003, the Company leases its administration office accommodations on a month to month basis.  As of the period ended December 31, 2005, the Company has no current lease commitment for which it records a contingent liability.

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, 2004, 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.

156

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 primarily from only one market segment, its Media Force unit’s Black Financial News magazine publication. While the Company generated operating expenses, the Company did not generate significant revenue for the period. The Company actively marketed, developed and pursued business for the Company and both its Media Force and SCOR units. Financial instruments that might subject the Company to credit risk are primarily credit card loans outstanding.

12.     Subsequent Events

Subsequent to the December 31, 2005 period end, the Company continued forward with the development, transformation and implementation of its Media Force unit’s Black Financial News magazine publication into the Black Financial News Network, a digital, online, broadband video based property and thereby reduce and eliminate the printing and production cost of producing a periodic magazine publication.

157

6) Financial Statements for the period ended December 31, 2004.

 

MANAGEMENT’S ACCOUNTING REPORT

Board of Directors

Citizens Capital Corp.

Dallas, Texas

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the period end December 31, 2004.

/s/ Billy D. Hawkins

Citizens Capital Corp.

Chief Executive Officer

Dallas, Texas

November 20, 2010

158

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED BALANCE SHEET

December 31, 2004

CURRENT ASSETS:
Cash	$	(17,411	)
Accounts receivable		-
Total current assets		(17,411	)
PROPERTY AND EQUIPMENT, net of accumulated depreciation		-
INTANGIBLE ASSETS, net		-
Total assets	$	(17,411	)
LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	-
Advances from stockholder		8,270
Total current liabilities		8,270
LONG TERM LIABILITIES:
Credit card cash advances – See Credit Card Advances (Note 4)		38,418
Interest Payable - See Credit Card Advances (Note 4)		29,559
Loans from stockholders		26,714
Interest Payable - See Stockholders’ Loan (Note 6)		1,069
Total long term liabilities		95,760
Total liabilities	$	104,030
COMMITMENT (Note 9)
STOCKHOLDERS’ DEFICIT:
Preferred stock, $1.00 stated value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000,000
Common stock, no par value, 100,000,000 shares authorized; 48,022,500 shares issued and outstanding ($.01 stated value)		480,225
Additional paid-in capital		48,774,067
Note receivable from ESOP		(50,099,712	)
Deficit accumulated during the development stage		(276,021	)
Total stockholders’ deficit		(121,441	)
Total liabilities and stockholders’ deficit	$	( 17,411	)

See accompanying notes to consolidated financial statements.

159

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2004			2003			December 31, 2004
SALES	$	-		$	7,054		$	177,217
COST OF SALES		-			3,487			37,398
OTHER INCOME/(LOSS)					(10,758	)		(3,957	)
GROSS MARGIN		-			3,567			122,260
GENERAL AND ADMINISTRATIVE EXPENSES		3,359			3,530			411,883
NET LOSS	$	(3,359	)	$	(10,721	)	$	(276,021	)
NET LOSS PER SHARE (basic and diluted)	$		*	$		*

*  Less than $.01 per share

See accompanying notes to consolidated financial statements.

160

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock				Common Stock				Additional Paid-In			Note Receivable			Accumulated
	Shares		Amount		Shares		Amount		Capital			from ESOP			Deficit			Totals
Common stock issued founder upon incorporation		-	$	-		300	$	3	$	(3	)	$	-		$	-		$	-
Common stock issued founder December 24, 1993		-		-		22,499,700		224,997		(224,997	)		-			-			-
Preferred stock issued November 1, 1994		1,000,000		1,000,000		-		-		(988,000	)		-			-			12,000
Contributions by stockholder at various dates prior to 1997		-		-		-		-		56,096			-			-			56,096
Cumulative net loss through December 31, 1996		-		-		-		-		-			-			(65,271	)		(65,271	)
BALANCES, December 31, 1996		1,000,000		1,000,000		22,500,000		225,000		(1,156,904	)		-			(65,271	)		2,825
Common stock issued for brand and service marks November 14, 1997		-		-		3,000,000		30,000		(30,000	)		-			-			-
Contributions by stockholder during 1997		-		-		-		-		9,307			-			-			9,307
Net loss for the year		-		-		-		-		-			-			(9,657	)		(9,657	)
BALANCES, December 31, 1997		1,000,000		1,000,000		25,500,000		255,000		(1,177,597	)		-			(74,928	)		2,475
Common stock issued to ESOP May 8, 1998		-		-		15,000,000		150,000		49,950,000			(50,100,000	)		-			-
Contributions by stockholder during 1998		-		-		-		-		15,563			-			-			15,563
Net loss for the year		-		-		-		-		-			-			(17,353	)		(17,353	)
BALANCES, December 31, 1998		1,000,000		1,000,000		40,500,000		405,000		48,787,966			(50,100,000	)		(92,281	)		685
Contributions by stockholder during 1999		-		-		-		-		17,319			-			-			17,319
Net loss for the year		-		-		-		-		-			-			(18,203	)		(18,203	)
BALANCES, December 31, 1999		1,000,000		1,000,000		40,500,000		405,000		48,805,285			(50,100,000	)		(110,484	)		(199	)

161

Common stock issued and options for services	-		-	10,000		100		30,000			-			-			30,100
Contribution by stockholder during 2000	-		-	-		-		1,623			-			-			1,623
Net loss for  year	-		-	-		-		-			-			(87,234	)		(87,234	)
BALANCES, December 31, 2000	1,000,000		1,000,000	40,510,000		405,100		48,836,908			(50,100,000	)		(197,718	)		(55,710	)
Common stock issued to Joint Venture  Partner January 5, 2001	-		-	1,500,000		15,000		(15,000	)		-			-			-
Common stock issued for services January 25, 2001	-		-	1,012,500		10,125	-			-				-			10,125
Common stock issued to SCOR Brands subsidiary August 1, 2001	-		-	5,000,000		50,000		(50,000	)		-			-			-
Principal Repayment by ESOP of  Note Receivable during 2001	-		-	-		-		-			170			-			170
Net loss for  year	-		-	-		-		-			-			(63,351	)		(63,351	)
BALANCES, December 31, 2001	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(261,069	)		(108,766	)
Net loss for  year	-		-	-		-		-			-			(872	)		(872	)
BALANCES, December 31, 2002	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(261,941	)		(109,638	)
Net loss for  year	-		-	-		-		-			-			(10,721	)		(10,721	)
BALANCES, December 31, 2003	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(272,662	)		(120,359	)
Contribution by stockholder during 2004								2,159									2,159
Principal Repayment by ESOP of  Note Receivable during 2004	-		-	-		-		-			118			-			118
Net loss for  year														(3,359	)		(3,359	)
BALANCES, December 31, 2004	1,000,000	$	1,000,000	48,022,500	$	480,225	$	48,774,067		$	(50,099,712	)	$	(276,021	)	$	(121,441	)

See accompanying notes to consolidated financial statements.

162

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2004			2003			December 31, 2004
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(loss)	$	(3,359	)	$	(10,721	)	$	(276,021	)
Adjustments to reconcile net loss to cash used by operating activities:
Expenses paid by stockholder		2,159			-			97,242
Services paid for with stock and options		-			-			40,225
Depreciation and amortization		-			2,249			14,722
(Increase) decrease in accounts receivable		-			692			-
(Increase) decrease in prepaid expenses		-			-			-
Increase (decrease) in accounts payable		-			(34,550	)		-
Increase in credit card cash advances		-			-			38,418
Increase (decrease) in interest payable – Credit card cash advances		3,237			10,337			29,559
Increase (decrease) in interest payable –  Stockholders’ Loans		1,069			-			1,069
Net cash (provided) used by operating activities		3,106			(31,993	)		(54,786	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			-			(34,564	)
Payment for intangible assets		-			-			(400	)
Sale/Disposal of equipment		-			20,242			20,242
Net cash used by investing activities		-			20,242			(14,722	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock and contribution by stockholder		-			-			16,825
Stockholders Loans		-			-			26,714
Stockholders advances		-			-			8,270
Proceeds from repayment of Note Recv. by ESOP		118			-			288
Net cash provided by financing activities		118			-			52,097
NET INCREASE/DECREASE IN CASH		3,106			(11,751	)		(17,411	)
CASH, beginning of period		(20,635	)		(8,884	)		-
CASH, end of period	$	(17,411	)	$	(20,635	)	$	(17,411	)
SUPPLEMENTAL INFORMATION -
Interest paid during year	$	-		$	-

See accompanying notes to consolidated financial statements.

163

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 target, evaluate and pursue specific acquisition candidates or joint venture and/or internally 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, the Company acquired the assets of a printing business for integration into its Media Force unit and the Company primarily through this unit 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 Trust (see Note 6).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks.

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company 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.

Due to a general decline in the commercial printing business combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability, As such, the Company made the strategic decision to discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003 resulting in the retirement and elimination of all related equipment at the depreciated value of $20,242. As such, the Company experienced a loss of $10,758 related to the disposition of said equipment which was reflected and charged to the Company’s income for the period ended December 31, 2003.

164

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

While the Company elected to discontinue its Media Force unit’s in house, commercial printing operation, the Company’s Media Force unit continues to produce, on an outsource basis going forward, its Black Financial News® magazine publication.  Further, the Company’s Media Force unit continues to offered and provide several commercial printing products and services, to existing customers, on an outsourced, brokered basis for the period ended December 31, 2003.

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®, The Cash-Out Mortgage ReFinancer® and The Home Equity Cashier® 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® magazine publication.

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

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

Loss Per Share

Loss per share is calculated in accordance with Statement of Financial Accounting Standards No. 128 (“SFAS 128”), Earnings Per Share.  Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding during the period.  Diluted income (loss) per share takes common equivalent shares into consideration.  However, common equivalent shares are not considered if their effect is antidilutive.  Common stock equivalents consist of outstanding stock options and warrants.  Common stock equivalents are assumed to be exercised with the related proceeds used to repurchase outstanding shares except when the effect would be antidilutive. 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 48,022,500 and 48,022,500 for the years ended December 31, 2004 and 2003, 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, resulting from net operating loss carry forwards (NOL) for tax which were fully reserved.  The Company had no material deferred tax liabilities.  The Company’s NOL at December 31, 2004 was approximately $207,016 and it expires through the year 2020.

165

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 the2005 Fiscal Year

The Company’s plan of operation for the 2005 fiscal year is to: (1) further the development and operations of its Media Force unit’s Black Financial News magazine publication.  The Company’s SCOR Brands unit has completed development of its SCOR Brand footwear and has previously introduced said branded footwear products into the consumer market place. The Company intends to continue to look for opportunities to produce and further the marketing and distribution of its SCOR branded footwear products into the consumer market place and (2) continue to target, evaluate and pursue suitable mergers and/or acquisition candidates.  The Company’s cash requirements have been funded to date by its principal stockholder. The Company anticipates approximately $100,000 of cash will be needed to facilitate further development of its Media Force unit’s Black Financial News magazine publication and place initial production orders of its SCOR brand footwear product and to further the start up and implementation phase of its plans, as well as, to cover working capital requirements over the next year for its current operations.  Further, the Company generally projects a consistent annual requirement of approximately $1,000,000 as an available acquisition line of credit to be utilized to target, evaluate and pursue and consummate potential acquisition candidates. The Company intends to attempt to borrow these funds from affiliates of the Company and third party lenders, as well as, access the both the public and private capital markets when and where available. Should the Company be unable to borrow these funds, it may be unable to fully implement its business plan, as well as, its plan of acquisition.  Regardless of whether any funding is received, the Company’s major stockholder has committed to provide funding required which allows the Company to continue as a going concern.

3.    Acquisition

In July 2000, the Company acquired the assets and operations of a printing business for $31,000 for integration with its Media Force unit.  The acquisition was accounted for as a purchase and the operations are consolidated with those of the Company beginning July 1, 2000.

Due to a general decline in the commercial printing business subsequent to the terrorist attacks of September 11, 2001 and the corresponding softening of the United States economy, combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability. As such, the Company made the strategic decision to re-deploy its resources and discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003.

166

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.      Credit Card Cash Advances

The Company, through its Landrush Realty Corporation subsidiary unit, 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.  As of December 31, 2000, the Company discontinued active use and/or further cash advances from said credit card as a funding source. However, said credit card balance outstanding shall continue to accrue annual interest payable at 19.8 per annum.  For the period ended December 31, 2003, interest payable on the credit card principal balance outstanding was $26,322.

On November 22, 2004, the Company’s principal officer reached agreement with credit card provider to restructure the annual interest rate charge, charged on the annual outstanding card balance, from 19.8% per annum to 5% per annum and convert the repayment term of said current outstanding credit card balance to a 10 year term with a maturity date of November 22, 2014.  Per the terms of the agreement, the Company many repay the full outstanding credit card balance, with accrued interest, at any time prior to the maturity date of November 22, 2014.  As of December 31, 2004, the Company has re-classified and recorded the existing outstanding credit card balance, with accrued interest payable, as a long term liability of the Company.

5% Credit Card Loan; due November 22, 2014; payable in full at maturity with accrued interest			$	38,418
Interest Payable for the Period ended December 31, 2004	$	3,237
Accrued Interest Payable through the Period ended December 31, 2004				29,559
Total Principal and Interest Due -  as of December 31, 2004			$	67,977

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 Company. For the period ended December 31, 2004, advances from stockholder outstanding was $8,720.

6.      Stockholders’ Loans

The Company has received unsecured loans from stockholders in the following original dates and amounts; interest rates and maturity dates:

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

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

For the period ended December 31, 2002, all loans from stockholder remained outstanding. As such, stockholder agreed to combined the outstanding principal balance of all outstanding loans and thereby extend the maturity date of said loans currently due and payable to the stockholder until 2014, at an annual interest rate of 4.0%. Therefore, stockholder loans and any accrued interest thereof, was re-classified and recorded for the period as a long term liabilities of the Company.  For the period ended December 31, 2004, stockholder loans outstanding, including accrued interest, was $27,783.

4.0% loan dated December 31, 2003; due December 31, 2014; payable in full at maturity with accrued interest			$	26,714
Interest Payable for the Period ended December 31, 2004	$	1,069
Accrued Interest Payable through the Period ended December 31, 2004				1,069
Total Principal and Interest Due -  as of December 31, 2004			$	27,783

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, 2004 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 Trust 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 Trust. The promissory note has a “liquidating call provision” which may be invoked by the Company or the note holder. The liquidating call provision gives the Company or the note holder the “demand right” to request that up to 15,000,000 shares of Citizens Capital Corp. common stock, held by the ESOP Trust, 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.

167

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On November 14, 2001 and November 15, 2001 respectively, the ESOP Plan Trust sold 10,000 shares, on each day, of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $169.97.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.

On May 13, 2004, the ESOP Plan Trust sold 1,500,000 shares of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $117.49.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.

Shares of the Company’s Class A; common stock sold by the ESOP Plan were as follows:

Sale Date	Shares Sold		Sale Proceeds		Amount applied Against Note Principal
11/14/2001		10,000	$	84.98	$	84.98
11/15/2001		10,000	$	84.99	$	84.99
05/13/2004		1,500,000	$	117.49	$	117.49
					Total $287.46

For the period ended December 31, 2004, ESOP Note Receivable balance outstanding was $50,099,712.

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 or $72,500 annually, 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.

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.

Cumulative dividends in arrears as of December 31, 2004 are $747,914.

168

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Common Stock

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

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

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

On May 8, 1998, the Company sold 15,000,000 shares of Class A, no par, $0.01 stated value common stock directly to its ESOP at $3.34 per share (see Note 7).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks. In order to facilitate the acquisition of certain assets and equipment, essential operational personnel and working capital, the Company agreed to issue 1,500,000 shares of its common stock to the JV Group in exchange for certain future master development rights and management control of the current JV Group or any of its future successors, if any.

On January 25, 2001, the Company entered into a website design, marketing and E-Business development services agreement related to the development and implementation of the Company’s corporate presence and E-Business relationships on the world wide web. In exchange for the delivery and full execution and implementation of said design, marketing, development and E-Business services, the Company agreed to issue 1,012,500 shares of its common stock.

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with its SCOR Brands Inc. (“SCOR”) branded footwear subsidiary unit on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate the private placement, pre-registration and pre-public market movement of SCOR common shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a NASD portal market designation for secondary market trading of the security on November 8, 2001.  The Company holds 29,233,334 shares of SCOR Brands, Inc.; 144A common stock or 97.4% of said common stock outstanding.

As of December 31, 2004, the Company had a total of 100,000,000 shares of its Class A, no par, $0.01 stated value common stock authorized with an aggregate total of 48,022,500 shares of its Class A, no par, $0.01 stated value common stock issued and outstanding.

169

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $30,100 for the effect of these options for the year ended December 31, 2000.

For the period ended December 31, 2004, the Company did not grant nor issue any additional stock options.

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

The Company’s lease agreement expired effective December 31, 2003.  As such, subsequent to the period ended December 31, 2003, the Company no longer recognized nor notated the value of said lease commitment on its balance sheet as a potential long term liability. At the expiration of said lease agreement for the period ended December 31, 2003, the Company leases its administration office accommodations on a month to month basis.  As of the period ended December 31, 2004, the Company has no further lease commitment for which it records a contingent liability.

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, 2004, 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.

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

170

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

11.      Concentrations

The Company is not currently subject to concentration as it pertain to any of its market segments.  While the Company generated operating expenses, the Company did not generate any revenue for the period, the Company is actively marketed, developed and pursued business for the Company and both its Media Force and SCOR units. Financial instruments that might subject the Company to credit risk are primarily credit card loans outstanding.

12.     Subsequent Events

Subsequent to the December 31, 2004 period end, the Company did not report any subsequent events.

171

7) Financial Statement for the period ended December 31, 2003.

MANAGEMENT’S ACCOUNTING REPORT

Board of Directors

Citizens Capital Corp.

Dallas, Texas

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the period end December 31, 2003.

/s/ Billy D. Hawkins

Citizens Capital Corp.

Chief Executive Officer

Dallas, Texas

November 18, 2010

172

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED BALANCE SHEET

December 31, 2003

CURRENT ASSETS:
Cash	$	(20,635	)
Accounts receivable		-
Total current assets		(20,635	)
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $14,722		-
INTANGIBLE ASSETS, net		-
Total assets	$	(20,635	)
LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	-
Credit card cash advances – See Credit Card Advances (Note 4)		38,418
Interest Payable - See Credit Card Advances (Note 4)		26,322
Advances from stockholder		8,270
Total current liabilities		73,010
LONG TERM LIABILITIES:
Loans from stockholders		26,714
Total long term liabilities		26,714
Total liabilities	$	99,724
COMMITMENT (Note 9)
STOCKHOLDERS’ DEFICIT:
Preferred stock, $1.00 stated value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000,000
Common stock, no par value, 100,000,000 shares authorized; 48,022,500 shares issued and outstanding ($.01 stated value)		480,225
Additional paid-in capital		48,771,908
Note receivable from ESOP		(50,099,830	)
Deficit accumulated during the development stage		(272,662	)
Total stockholders’ deficit		(120,359	)
Total liabilities and stockholders’ deficit	$	( 20,635	)

See accompanying notes to consolidated financial statements.

173

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2003			2002			December 31, 2003
SALES	$	7,054		$	36,106		$	177,217
COST OF SALES		3,487			7,197			37,398
OTHER INCOME/(LOSS)		(10,758	)		-			(3,957	)
GROSS MARGIN		3,567			28,909			122,260
GENERAL AND ADMINISTRATIVE EXPENSES		3,530			29,781			408,524
NET LOSS	$	(10,721	)	$	(872	)	$	(272,662	)
NET LOSS PER SHARE (basic and diluted)	$		*	$		*

*  Less than $.01 per share

See accompanying notes to consolidated financial statements.

174

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock				Common Stock				Additional Paid-In			Note Receivable			Accumulated
	Shares		Amount		Shares		Amount		Capital			from ESOP			Deficit			Totals
Common stock issued founder upon incorporation		-	$	-		300	$	3	$	(3	)	$	-		$	-		$	-
Common stock issued founder December 24, 1993		-		-		22,499,700		224,997		(224,997	)		-			-			-
Preferred stock issued November 1, 1994		1,000,000		1,000,000		-		-		(988,000	)		-			-			12,000
Contributions by stockholder at various dates prior to 1997		-		-		-		-		56,096			-			-			56,096
Cumulative net loss through December 31, 1996		-		-		-		-		-			-			(65,271	)		(65,271	)
BALANCES, December 31, 1996		1,000,000		1,000,000		22,500,000		225,000		(1,156,904	)		-			(65,271	)		2,825
Common stock issued for brand and service marks November 14, 1997		-		-		3,000,000		30,000		(30,000	)		-			-			-
Contributions by stockholder during 1997		-		-		-		-		9,307			-			-			9,307
Net loss for the year		-		-		-		-		-			-			(9,657	)		(9,657	)
BALANCES, December 31, 1997		1,000,000		1,000,000		25,500,000		255,000		(1,177,597	)		-			(74,928	)		2,475
Common stock issued to ESOP May 8, 1998		-		-		15,000,000		150,000		49,950,000			(50,100,000	)		-			-
Contributions by stockholder during 1998		-		-		-		-		15,563			-			-			15,563
Net loss for the year		-		-		-		-		-			-			(17,353	)		(17,353	)
BALANCES, December 31, 1998		1,000,000		1,000,000		40,500,000		405,000		48,787,966			(50,100,000	)		(92,281	)		685

175

Contributions by stockholder during 1999	-		-	-		-		17,319			-			-			17,319
Net loss for the year	-		-	-		-		-			-			(18,203	)		(18,203	)
BALANCES, December 31, 1999	1,000,000		1,000,000	40,500,000		405,000		48,805,285			(50,100,000	)		(110,484	)		(199	)
Common stock issued and options for services	-		-	10,000		100		30,000			-			-			30,100
Contribution by stockholder during 2000	-		-	-		-		1,623			-			-			1,623
Net loss for  year	-		-	-		-		-			-			(87,234	)		(87,234	)
BALANCES, December 31, 2000	1,000,000		1,000,000	40,510,000		405,100		48,836,908			(50,100,000	)		(197,718	)		(55,710	)
Common stock issued to Joint Venture  Partner January 5, 2001	-		-	1,500,000		15,000		(15,000	)		-			-			-
Common stock issued for services January 25, 2001	-		-	1,012,500		10,125		-			-			-			10,125
Common stock issued to SCOR Brands subsidiary August 1, 2001	-		-	5,000,000		50,000		(50,000	)		-			-			-
Principal Repayment by ESOP of  Note Receivable during 2001	-		-	-		-		-			170			-			170
Net loss for  year	-		-	-		-		-			-			(63,351	)		(63,351	)
BALANCES, December 31, 2001	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(261,069	)		(108,766	)
Net loss for  year														(872	)		(872	)
BALANCES, December 31, 2002	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(261,941	)		(109,638	)
Net loss for  year														(10,721	)		(10,721	)
BALANCES, December 31, 2003	1,000,000	$	1,000,000	48,022,500	$	480,225	$	48,771,908		$	(50,099,830	)	$	(272,662	)	$	(120,359	)

See accompanying notes to consolidated financial statements.

176

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2003			2002			December 31, 2003
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income/(loss)	$	(10,721	)	$	(872	)	$	(272,662	)
Adjustments to reconcile net loss to cash used by operating activities:
Expenses paid by stockholder		-			-			95,083
Services paid for with stock and options		-			-			40,225
Depreciation and amortization		2,249			2,499			14,722
(Increase) decrease in accounts receivable		692			10,000			-
(Increase) decrease in prepaid expenses		-			-			-
Increase (decrease) in accounts payable		(34,550	)		(35,000	)		-
Increase in credit card cash advances		-			-			38,418
Increase (decrease) in interest payable		10,337			8,686			26,322
Net cash (provided) used by operating activities		(31,993	)		(14,687	)		(57,892	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			-			(34,564	)
Payment for intangible assets		-			-			(400	)
Sale/Disposal of equipment		20,242			-			20,242
Net cash used by investing activities		20,242			-			(14,722	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock and contribution by stockholder		-			-			16,825
Loans from stockholders		-			-			26,714
Stockholders advances		-			-			8,270
Proceeds from repayment of Note Recv. by ESOP		-			-			170
Net cash provided by financing activities		-			-			51,979
NET INCREASE/DECREASE IN CASH		(11,751	)		(14,687	)		(20,635	)
CASH, beginning of period		(8,884	)		5,803			-
CASH, end of period	$	(20,635	)	$	(8,884	)	$	(20,635	)
SUPPLEMENTAL INFORMATION -
Interest paid during year	$	-		$	-

See accompanying notes to consolidated financial statements.

177

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 target, evaluate and pursue specific acquisition candidates or joint venture and/or internally 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, the Company acquired the assets of a printing business for integration into its Media Force unit and the Company primarily through this unit 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 Trust (see Note 6).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries. All significant inter-company 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.

Due to a general decline in the commercial printing business combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability, As such, the Company made the strategic decision to discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003 resulting in the retirement and elimination of all related equipment at the depreciated value of $20,242.  As such, the Company experienced a loss of $10,758 related to the disposition of said equipment which was reflected and charged to the Company’s income for the period ended December 31, 2003.

While the Company elected to discontinue its Media Force unit’s in house, commercial printing operation, the Company’s Media Force unit continues to produce, on an outsource basis going forward, its Black Financial News® magazine publication. Further, the Company’s Media Force unit continues to offered and provide several commercial printing products and services, to existing customers, on an outsourced, brokered basis for the period ended December 31, 2003.

178

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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®, The Cash-Out Mortgage ReFinancer® and The Home Equity Cashier® 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® magazine publication.

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

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

Loss Per Share

Loss per share is calculated in accordance with Statement of Financial Accounting Standards No. 128 (“SFAS 128”), Earnings Per Share. Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding during the period. Diluted income (loss) per share takes common equivalent shares into consideration.  However, common equivalent shares are not considered if their effect is antidilutive. Common stock equivalents consist of outstanding stock options and warrants.  Common stock equivalents are assumed to be exercised with the related proceeds used to repurchase outstanding shares except when the effect would be antidilutive. 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 48,022,500 and 48,022,500 for the years ended December 31, 2003 and 2002, 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, resulting from net operating loss carry forwards (NOL) for tax which were fully reserved.  The Company had no material deferred tax liabilities.  The Company’s NOL at December 31, 2003 was approximately $204,496 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.

179

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.      Plan of Operation for the2004 Fiscal Year

The Company’s plan of operation for the 2004 fiscal year is to: (1) further the development and operations of its Media Force unit’s Black Financial News magazine publication.  The Company’s SCOR Brands unit has completed development of its SCOR Brand footwear and has previously introduced said branded footwear products into the consumer market place. The Company intends to continue to look for opportunities to produce and further the marketing and distribution of its SCOR branded footwear products into the consumer market place and (2) continue to target, evaluate and pursue suitable mergers and/or acquisition candidates.  The Company’s cash requirements have been funded to date by its principal stockholder. The Company anticipates approximately $100,000 of cash will be needed to place initial production orders of its SCOR brand footwear product and to further the start up and implementation phase of its plans, as well as, to cover working capital requirements over the next year for its current printing operations.  Further, the Company generally projects a consistent annual requirement of approximately $1,000,000 as an available acquisition line of credit to be utilized to target, evaluate and pursue and consummate potential acquisition candidates. The Company intends to attempt to borrow these funds from affiliates of the Company and third party lenders, as well as, access the both the public and private capital markets when and where available.  Should the Company be unable to borrow these funds, it may be unable to fully implement its business plan, as well as, its plan of acquisition.  Regardless of whether any funding is received, the Company’s major stockholder has committed to provide funding required which allows the Company to continue as a going concern.

3.    Acquisition

In July 2000, the Company acquired the assets and operations of a printing business for $31,000 for integration with its Media Force unit.  The acquisition was accounted for as a purchase and the operations are consolidated with those of the Company beginning July 1, 2000.

Due to a general decline in the commercial printing business subsequent to the terrorist attacks of September 11, 2001 and the corresponding softening of the United States economy, combined with the introduction of new, self service consumer, as well as, new, in house business printing technologies, the Company’s commercial printing operation experienced multiple quarters of un-profitability. As such, the Company made the strategic decision to re-deploy its resources and discontinue its Media Force unit’s commercial printing operation effective the period ended December 31, 2003.

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.  As of December 31, 2000, the Company discontinued active use and/or further cash advances from said credit card as a funding source.  However, said credit card balance outstanding shall continue to accrue annual interest payable at 19.8 per annum.  For the period ended December 31, 2003, interest payable on the credit card principal balance outstanding was $26,322.

180

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 Company. For the period ended December 31, 2003, advances from stockholder outstanding was $8,720.

6.      Stockholders’ Loans

The Company has received unsecured loans from stockholders in the following original dates and amounts; interest rates and maturity dates:

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

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

For the period ended December 31, 2002, all loans from stockholder remained outstanding.  As such, stockholder agreed to combined the outstanding principal balance of all outstanding loans and thereby extend the maturity date of said loans currently due and payable to the stockholder until 2014, at an annual interest rate of 4.0%. Therefore, stockholder loans and any accrued interest thereof, was re-classified for the period as a long term liabilities of the Company.  For the period ended December 31, 2003, stockholder loans outstanding, including accrued interest, was $26,714.

4.0% loan dated December 31, 2003; due December 31, 2014; payable in full at maturity with accrued interest	$	26,714
Accrued Interest for the Period ended December 31, 2003		-
Total Principal and Interest Due		26,714

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.

181

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On May 11, 1998 the Company sold 15,000,000 shares of its Class A common stock directly to the ESOP Trust 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 Trust.  The promissory note has a “liquidating call provision” which may be invoked by the Company or the note holder. The liquidating call provision gives the Company or the note holder the “demand right” to request that up to 15,000,000 shares of Citizens Capital Corp. common stock, held by the ESOP Trust, 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.

On November 14, 2001 and November 15, 2001 respectively, the ESOP Plan Trust sold 10,000 shares, on each day, of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $169.97.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.  Shares of the Company’s Class A; common stock sold by the ESOP Plan Trust during the period were as follows:

Sale Date	Shares Sold		Sale Proceeds		Amount applied Against Note Principal
11/14/2001		10,000	$	84.98	$	84.98
11/15/2001		10,000	$	84.99	$	84.99
					Total $169.97

For the period ended December 31, 2003, ESOP Note Receivable balance outstanding was $50,099,830.

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 or $72,500 annually, 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.

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.

182

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.

Cumulative dividends in arrears as of December 31, 2003 are $675,414.

Common Stock

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

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

On May 3, 1998, the Company voted to split its shares of Class A common stock then outstanding on a 3 for 1 basis.  The aggregate number of the 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).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks. In order to facilitate the acquisition of certain assets and equipment, essential operational personnel and working capital, the Company agreed to issue 1,500,000 shares of its common stock to the JV Group in exchange for certain future master development rights and management control of the current JV Group or any of its future successors, if any.

On January 25, 2001, the Company entered into a website design, marketing and E-Business development services agreement related to the development and implementation of the Company’s corporate presence and E-Business relationships on the world wide web. In exchange for the delivery and full execution and implementation of said design, marketing, development and E-Business services, the Company agreed to issue 1,012,500 shares of its common stock.

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with its SCOR Brands Inc. (“SCOR”) branded footwear subsidiary unit on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate the private placement, pre-registration and pre-public market movement of SCOR common shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a NASD portal market designation for secondary market trading of the security on November 8, 2001.  The Company holds 29,233,334 shares of SCOR Brands, Inc.; 144A common stock or 97.4% of said common stock outstanding.

183

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

As of December 31, 2002, the Company had a total of 100,000,000 shares of its Class A, no par, $0.01 stated value common stock authorized with an aggregate total of 48,022,500 shares of its Class A, no par, $0.01 stated value common stock issued and outstanding.

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 $30,100 for the effect of these options for the year ended December 31, 2000.

For the period ended December 31, 2003, the Company did not grant nor issue any additional stock options.

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

The Company’s lease agreement expired effective December 31, 2003.  As such, subsequent to the period ended December 31, 2003, the Company no longer recognizes nor notates the value of said lease commitment on its balance sheet as a potential long term liability.  At the expiration of said lease agreement for the period ended December 31, 2003, the leases its administration office accommodations on a month to month basis.

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, 2002, are as follows:

184

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

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 primarily from only one market segment, commercial printing. A geographic concentration exists as all these revenues are derived from a storefront in DeSoto, Texas. Financial instruments that might subject the Company to credit risk are primarily accounts receivable and credit card advances outstanding.

12.     Subsequent Events

Subsequent to the December 31, 2003 period end, the Company’s Media Force unit’s Black Financial News magazine publication reach an agreement with both EBSCO Publications and Dial America telemarketing for the marketing and subscription sale of the Black Financial News magazine publication.

185

8) Financial Statements for the period ended December 31, 2002.

MANAGEMENT’S ACCOUNTING REPORT

Board of Directors

Citizens Capital Corp.

Dallas, Texas

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the period end December 31, 2002.

/s/ Billy D. Hawkins

Citizens Capital Corp.

Chief Executive Officer

Dallas, Texas

November 15, 2010

186

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED BALANCE SHEET

December 31, 2002

CURRENT ASSETS:
Cash	$	(8,884	)
Accounts receivable		692
Total current assets		(8,192	)
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $12,473		22,171
INTANGIBLE ASSETS, net		320
Total assets	$	14,299
LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES:
Current portion of loans from stockholders	$	23,698
Accounts payable		34,550
Credit card cash advances – See Credit Card Advances (Note 4)		38,418
Interest Payable - See Credit Card Advances (Note 4)		15,985
Advances from stockholder		8,270
Total current liabilities		120,921
LONG TERM LIABILITIES:
Loans from stockholders, net of current portion		3,016
Total long term liabilities		3,016
Total liabilities	$	123,937
COMMITMENT (Note 9)
STOCKHOLDERS’ DEFICIT:
Preferred stock, $1.00 stated value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000,000
Common stock, no par value, 100,000,000 shares authorized; 48,022,500 shares issued and outstanding ($.01 stated value)		480,225
Additional paid-in capital		48,771,908
Note receivable from ESOP		(50,099,830	)
Deficit accumulated during the development stage		(261,941	)
Total stockholders’ deficit		(109,638	)
Total liabilities and stockholders’ deficit	$	14,299

See accompanying notes to consolidated financial statements.

187

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2002			2001			December 31, 2002
SALES	$	36,106		$	71,531		$	170,163
COST OF SALES		7,197			12,843			33,911
OTHER INCOME		-			6,801			6,801
GROSS MARGIN		28,909			65,489			143,053
GENERAL AND ADMINISTRATIVE EXPENSES		29,781			128,840			404,994
NET LOSS	$	(872	)	$	(63,351	)	$	(261,941	)
NET LOSS PER SHARE (basic and diluted)	$		*	$		*

*  Less than $.01 per share

See accompanying notes to consolidated financial statements.

188

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock				Common Stock				Additional Paid-In			Note Receivable			Accumulated
	Shares		Amount		Shares		Amount		Capital			from ESOP			Deficit			Totals
Common stock issued founder upon incorporation		-	$	-		300	$	3	$	(3	)	$	-		$	-		$	-
Common stock issued founder December 24, 1993		-		-		22,499,700		224,997		(224,997	)		-			-			-
Preferred stock issued November 1, 1994		1,000,000		1,000,000		-		-		(988,000	)		-			-			12,000
Contributions by stockholder at various dates prior to 1997		-		-		-		-		56,096			-			-			56,096
Cumulative net loss through December 31, 1996		-		-		-		-		-			-			(65,271	)		(65,271	)
BALANCES, December 31, 1996		1,000,000		1,000,000		22,500,000		225,000		(1,156,904	)		-			(65,271	)		2,825
Common stock issued for brand and service marks November 14, 1997		-		-		3,000,000		30,000		(30,000	)		-			-			-
Contributions by stockholder during 1997		-		-		-		-		9,307			-			-			9,307
Net loss for the year		-		-		-		-		-			-			(9,657	)		(9,657	)
BALANCES, December 31, 1997		1,000,000		1,000,000		25,500,000		255,000		(1,177,597	)		-			(74,928	)		2,475
Common stock issued to ESOP May 8, 1998		-		-		15,000,000		150,000		49,950,000			(50,100,000	)		-			-
Contributions by stockholder during 1998		-		-		-		-		15,563			-			-			15,563
Net loss for the year		-		-		-		-		-			-			(17,353	)		(17,353	)
BALANCES, December 31, 1998		1,000,000		1,000,000		40,500,000		405,000		48,787,966			(50,100,000	)		(92,281	)		685
Contributions by stockholder during 1999		-		-		-		-		17,319			-			-			17,319
Net loss for the year		-		-		-		-		-			-			(18,203	)		(18,203	)
BALANCES, December 31, 1999		1,000,000		1,000,000		40,500,000		405,000		48,805,285			(50,100,000	)		(110,484	)		(199	)

189

Common stock issued and options for services	-		-	10,000		100		30,000			-			-			30,100
Contribution by stockholder during 2000	-		-	-		-		1,623			-			-			1,623
Net loss for  year	-		-	-		-		-			-			(87,234	)		(87,234	)
BALANCES, December 31, 2000	1,000,000		1,000,000	40,510,000		405,100		48,836,908			(50,100,000	)		(197,718	)		(55,710	)
Common stock issued to Joint Venture  Partner January 5, 2001	-		-	1,500,000		15,000		(15,000	)		-			-			-
Common stock issued for services January 25, 2001	-		-	1,012,500		10,125		-			-			-			10,125
Common stock issued to SCOR Brands subsidiary August 1, 2001	-		-	5,000,000		50,000		(50,000	)		-			-			-
Principal Repayment by ESOP of  Note Receivable during 2001	-		-	-		-		-			170			-			170
Net loss for  year	-		-	-		-		-			-			(63,351	)		(63,351	)
BALANCES, December 31, 2001	1,000,000		1,000,000	48,022,500		480,225		48,771,908			(50,099,830	)		(261,069	)		(108,766	)
Net loss for  year														(872	)		(872	)
BALANCES, December 31, 2002	1,000,000	$	1,000,000	48,022,500	$	480,225	$	48,771,908		$	(50,099,830	)	$	(261,941	)	$	(109,638	)

See accompanying notes to consolidated financial statements.

190

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2002			2001			December 31, 2002
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(872	)	$	(63,351	)	$	(261,941	)
Adjustments to reconcile net loss to cash used by operating activities:
Expenses paid by stockholder		-			-			95,083
Services paid for with stock and options		-			10,125			40,225
Depreciation and amortization		2,499			2,777			12,473
(Increase) decrease in accounts receivable		10,000			(7,205	)		(692	)
(Increase) decrease in prepaid expenses		-			-			-
Increase (decrease) in accounts payable		(35,000	)		55,611			34,550
Increase in credit card cash advances		-			-			38,418
Increase (decrease) in interest payable		8,686			7,299			15,985
Net cash (provided) used by operating activities		(14,687	)		5,256			(25,899	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of equipment		-			-			(34,564	)
Payment for intangible assets		-			-			(400	)
Net cash used by investing activities		-			-			(34,964	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of stock and contribution by stockholder		-			-			16,825
Loans from stockholders		-			-			26,714
Stockholders advances		-			-			8,270
Proceeds from repayment of Note Recv. by ESOP		-			170			170
Net cash provided by financing activities		-			170			51,979
NET INCREASE/DECREASE IN CASH		(14,687	)		5,426			(8,884	)
CASH, beginning of period		5,803			377			-
CASH, end of period	$	(8,884	)	$	5,803		$	(8,884	)
SUPPLEMENTAL INFORMATION -
Interest paid during year	$	-		$	-

See accompanying notes to consolidated financial statements.

191

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 target, evaluate and pursue specific acquisition candidates or joint venture and/or internally 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, the Company acquired the assets of a printing business for integration into its Media Force unit and the Company primarily through this unit 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 Trust (see Note 6).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its subsidiaries.  All significant inter-company 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®, The Cash-Out Mortgage ReFinancer® and The Home Equity Cashier® 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® magazine publication.

The Company, through its interest in SCOR Brands Inc., owns the registered trademark, distribution and exclusive marketing rights to the SCOR® 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.

192

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 48,022,500 and 48,022,500 for the years ended December 31, 2002 and 2001, 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, resulting from net operating loss carry forwards (NOL) for tax which were fully reserved. The Company had no material deferred tax liabilities. The Company’s NOL at December 31, 2002 was approximately $196,452 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 the2003 Fiscal Year

The Company’s plan of operation for the 2003 fiscal year is to: (1) further the development and operation of its commercial printing operation and general media unit. The Company has completed development of its SCOR Brand footwear and have introduced said branded footwear products into the consumer market place.  The Company intends to further the marketing and distribution of its footwear products into the consumer market place and (2) continue to target, evaluate and pursue suitable mergers and/or acquisition candidates.  The Company’s cash requirements have been funded to date by its principal stockholder. The Company anticipates approximately $100,000 of cash will be needed to place initial production orders of its SCOR brand footwear product and to further the start up and implementation phase of its plans, as well as, to cover working capital requirements over the next year for its current printing operations.  Further, the Company generally projects a consistent annual requirement of approximately $1,000,000 as an available acquisition line of credit to be utilized to target, evaluate and pursue and consummate potential acquisition candidates. The Company intends to attempt to borrow these funds from affiliates of the Company and third party lenders, as well as, access the both the public and private capital markets when and where available.  Should the Company be unable to borrow these funds, it may be unable to fully implement its business plan, as well as, its plan of acquisition.  Regardless of whether any funding is received, the Company’s major stockholder has committed to provide funding required which allows the Company to continue as a going concern.

193

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

3.    Acquisition

In July 2000, the Company acquired the assets and operations of a printing business for $31,000 for integration with its Media Force unit.  The acquisition was accounted for as a purchase and the operations are consolidated with those of the Company beginning July 1, 2000. Un-audited 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.  As of December 31, 2000, the Company discontinued active use and/or further cash advances from said credit card as a funding source.  However, said credit card balance outstanding shall continue to accrue annual interest payable at 19.8 per annum.  For the period ended December 31, 2002, interest payable on the credit card principal balance outstanding was $15,985.

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 Company. For the period ended December 31, 2002, advances from stockholder outstanding was $8,720.

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		(23,698	)
Long-term portion	$	3,016

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

For the period ended December 31, 2002, loans from stockholder outstanding was $26,714.

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 Trust 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 Trust.  The promissory note has a “liquidating call provision” which may be invoked by the Company or the note holder. The liquidating call provision gives the Company or the note holder the “demand right” to request that up to 15,000,000 shares of Citizens Capital Corp. common stock, held by the ESOP Trust, 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.

On November 14, 2001 and November 15, 2001 respectively, the ESOP Plan Trust sold 10,000 shares, on each day, of its equity interest in the Company’s Class A; common stock, held by the ESOP Trust for aggregate net proceeds of $169.97.  Proceeds from said stock sale, were utilized by the ESOP Trust to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.  Shares of the Company’s Class A; common stock sold by the ESOP Plan Trust during the period were as follows:

Sale Date	Shares Sold		Sale Proceeds		Amount applied Against Note Principal
11/14/2001		10,000	$	84.98	$	84.98
11/15/2001		10,000	$	84.99	$	84.99
					Total $169.97

For the period ended December 31, 2002, ESOP Note Receivable balance outstanding was $50,099,830.

194

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 or $72,500 annually, 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.

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.

Cumulative dividends in arrears as of December 31, 2002 are $602,914.

Common Stock

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

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

On May 3, 1998, the Company voted to split its shares of Class A common stock then outstanding on a 3 for 1 basis.  The aggregate number of the 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).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks. In order to facilitate the acquisition of certain assets and equipment, essential operational personnel and working capital, the Company agreed to issue 1,500,000 shares of its common stock to the JV Group in exchange for certain future master development rights and management control of the current JV Group or any of its future successors, if any.

195

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

On January 25, 2001, the Company entered into a website design, marketing and E-Business development services agreement related to the development and implementation of the Company’s corporate presence and E-Business relationships on the world wide web. In exchange for the delivery and full execution and implementation of said design, marketing, development and E-Business services, the Company agreed to issue 1,012,500 shares of its common stock.

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with its SCOR Brands Inc. (“SCOR”) branded footwear subsidiary unit on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate the private placement, pre-registration and pre-public market movement of SCOR common shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a NASD portal market designation for secondary market trading of the security on November 8, 2001. The Company holds 29,233,334 shares of SCOR Brands, Inc.; 144A common stock or 97.4% of said common stock outstanding.

As of December 31, 2002, the Company had a total of 100,000,000 shares of its Class A, no par, $0.01 stated value common stock authorized with an aggregate total of 48,022,500 shares of its Class A, no par, $0.01 stated value common stock issued and outstanding.

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 $30,100 for the effect of these options for the year ended December 31, 2000.

For the period ended December 31, 2002, the Company did not grant nor issue any additional stock options.

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

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, 2002, 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.

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 primarily 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

Subsequent to the period ended December 31, 2002, the Company did not report any material events.

196

9) Financial Statements for the period end December 31, 2001.

MANAGEMENT’S ACCOUNTING REPORT

Board of Directors

Citizens Capital Corp.

Dallas, Texas

The Company's management selects accounting principles generally accepted in the United States of America and adopts methods for their application. The application of accounting principles requires the estimating, matching and timing of revenue and expense. The accounting policies used conform to generally accepted accounting principles which have been consistently applied in the preparation of these financial statements. The financial statements and notes are representations of the Company's management which is responsible for their integrity and objectivity. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company's system of internal accounting control is designed to assure, among other items, that 1) recorded transactions are valid; 2) valid transactions are recorded; and 3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the period end December 31, 2001.

/s/ Billy D. Hawkins

Citizens Capital Corp.

Chief Executive Officer

Dallas, Texas

November 15, 2010

197

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED BALANCE SHEET

December 31, 2001

CURRENT ASSETS:
Cash	$	5,803
Accounts receivable		10,692
Total current assets		16,495
PROPERTY AND EQUIPMENT, net of accumulated depreciation of $9,974		24,670
INTANGIBLE ASSETS, net		320
Total assets	$	41,485
LIABILITIES AND STOCKHOLDERS DEFICIT
CURRENT LIABILITIES:
Current portion of loans from stockholders	$	14,653
Accounts payable		69,550
Credit card cash advances – See Credit Card Advances (Note 4)		38,418
Interest Payable - See Credit Card Advances (Note 4)		7,299
Advances from stockholder		8,270
Total current liabilities		138,190
LONG TERM LIABILITIES:
Loans from stockholders, net of current portion		12,061
Total long term liabilities		12,061
Total liabilities	$	150,251
COMMITMENT (Note 9)
STOCKHOLDERS’ DEFICIT:
Preferred stock, $1.00 stated value, 5,000,000 shares authorized; 1,000,000 shares issued and outstanding		1,000,000
Common stock, no par value, 100,000,000 shares authorized; 48,022,500 shares issued and outstanding ($.01 stated value)		480,225
Additional paid-in capital		48,771,908
Note receivable from ESOP		(50,099,830	)
Deficit accumulated during the development stage		(261,069	)
Total stockholders’ deficit		(108,766	)
Total liabilities and stockholders’ deficit	$	41,485

See accompanying notes to consolidated financial statements.

198

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2001			2000			December 31, 2001
SALES	$	71,531		$	62,088		$	134,057
COST OF SALES		12,843			13,596			26,714
OTHER INCOME		6,801			-			6,801
GROSS MARGIN		65,489			48,492			114,144
GENERAL AND ADMINISTRATIVE EXPENSES		128,840			135,726			375,213
NET LOSS	$	(63,351	)	$	(87,234	)	$	(261,069	)
NET LOSS PER SHARE (basic and diluted)	$		*	$		*

*  Less than $.01 per share

See accompanying notes to consolidated financial statements.

199

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)

	Preferred Stock				Common Stock				Additional Paid-In			Note Receivable			Accumulated
	Shares		Amount		Shares		Amount		Capital			from ESOP			Deficit			Totals
Common stock issued founder upon incorporation		-	$	-		300	$	3	$	(3	)	$	-		$	-		$	-
Common stock issued founder December 24, 1993		-		-		22,499,700		224,997		(224,997	)		-			-			-
Preferred stock issued November 1, 1994		1,000,000		1,000,000		-		-		(988,000	)		-			-			12,000
Contributions by stockholder at various dates prior to 1997		-		-		-		-		56,096			-			-			56,096
Cumulative net loss through December 31, 1996		-		-		-		-		-			-			(65,271	)		(65,271	)
BALANCES, December 31, 1996		1,000,000		1,000,000		22,500,000		225,000		(1,156,904	)		-			(65,271	)		2,825
Common stock issued for brand and service marks November 14, 1997		-		-		3,000,000		30,000		(30,000	)		-			-			-
Contributions by stockholder during 1997		-		-		-		-		9,307			-			-			9,307
Net loss for the year		-		-		-		-		-			-			(9,657	)		(9,657	)
BALANCES, December 31, 1997		1,000,000		1,000,000		25,500,000		255,000		(1,177,597	)		-			(74,928	)		2,475
Common stock issued to ESOP May 8, 1998		-		-		15,000,000		150,000		49,950,000			(50,100,000	)		-			-
Contributions by stockholder during 1998		-		-		-		-		15,563			-			-			15,563
Net loss for the year		-		-		-		-		-			-			(17,353	)		(17,353	)
BALANCES, December 31, 1998		1,000,000		1,000,000		40,500,000		405,000		48,787,966			(50,100,000	)		(92,281	)		685
Contributions by stockholder during 1999		-		-		-		-		17,319			-			-			17,319
Net loss for the year		-		-		-		-		-			-			(18,203	)		(18,203	)
BALANCES, December 31, 1999		1,000,000		1,000,000		40,500,000		405,000		48,805,285			(50,100,000	)		(110,484	)		(199	)

200

Common stock issued and options for services	-		-	10,000		100		30,000			-			-			30,100
Contribution by stockholder during 2000	-		-	-		-		1,623			-			-			1,623
Net loss for  year	-		-	-		-		-			-			(87,234	)		(87,234	)
BALANCES, December 31, 2000	1,000,000		1,000,000	40,510,000		405,100		48,836,908			(50,100,000	)		(197,718	)		(55,710	)
Common stock issued to Joint Venture  Partner January 5, 2001	-		-	1,500,000		15,000		(15,000	)		-			-			-
Common stock issued for services January 25, 2001	-		-	1,012,500		10,125		-			-			-			10,125
Common stock issued to SCOR Brands subsidiary August 1, 2001	-		-	5,000,000		50,000		(50,000	)		-			-			-
Principal Repayment by ESOP of  Note Receivable during 2001	-		-	-		-		-			170			-			170
Net loss for  year	-		-	-		-		-			-			(63,351	)		(63,351	)
BALANCES, December 31, 2001	1,000,000	$	1,000,000	48,022,500	$	480,225	$	48,771,908		$	(50,099,830	)	$	(261,069	)	$	(108,766	)

See accompanying notes to consolidated financial statements.

201

CITIZENS CAPITAL CORP.

(a development stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,						Period from Inception (March 12, 1991) to
	2001			2000			December 31, 2001
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(63,351	)	$	(87,234	)	$	(261,069	)
Adjustments to reconcile net loss to cash used by operating activities:
Expenses paid by stockholder		-			1,623			95,083
Services paid for with stock and options		10,125			30,100			40,225
Depreciation and amortization		2,777			3,617			9,974
(Increase) decrease in accounts receivable		(7,205	)		(3,487	)		(10,692	)
(Increase) decrease in prepaid expenses		-			1,000			-
Increase (decrease) in accounts payable		55,611			13,939			69,550
Increase in credit card cash advances		-			34,618			38,418
Increase (decrease) in interest payable		7,299			-			7,299
Net cash (provided) used by operating activities		5,256			(5,824	)		(11,212	)
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
Proceeds from repayment of Note Recv. by ESOP		170			-			170
Net cash provided by financing activities		170			34,984			51,979
NET INCREASE/DECREASE IN CASH		5,426			(1,844	)		5,803
CASH, beginning of period		377			2,221			-
CASH, end of period	$	5,803		$	377		$	5,803
SUPPLEMENTAL INFORMATION -
Interest paid during year	$	-		$	1,718

See accompanying notes to consolidated financial statements.

202

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 target, evaluate and pursue specific acquisition candidates or joint venture and/or internally 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, the Company acquired the assets of a printing business for integration into its Media Force unit and the Company primarily through this unit 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®, The Cash-Out Mortgage ReFinancer® and The Home Equity Cashier® 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® publication.

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

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

Loss Per Share

Loss per share is calculated in accordance with Statement of Financial Accounting Standards No. 128 (“SFAS 128”), Earnings Per Share.  Basic income (loss) per share is computed based upon the weighted average number of common shares outstanding during the period.  Diluted income (loss) per share takes common equivalent shares into consideration.  However, common equivalent shares are not considered if their effect is antidilutive.  Common stock equivalents consist of outstanding stock options and warrants.  Common stock equivalents are assumed to be exercised with the related proceeds used to repurchase outstanding shares except when the effect would be antidilutive.  The Company had 400,000 common equivalent shares which were antidilutive in all periods presented.

203

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

The weighted average number of shares outstanding used in the loss per share computation was 48,022,500 and 40,510,000 for the years ended December 31, 2001 and 2000, 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, resulting from net operating loss carry forwards (NOL) for tax which were fully reserved.  The Company had no material deferred tax liabilities.  The Company’s NOL at December 31, 2001 was approximately $195,802 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 the2002 Fiscal Year

The Company’s plan of operation for the 2002 fiscal year is to: (1) further the development and operation of its Media Force printing and general media unit. The Company has completed development of its SCOR Brand footwear and have introduced said branded footwear products into the consumer market place.  The Company intends to further the marketing and distribution of its footwear products into the consumer market place and (2) continue to target, evaluate and pursue suitable mergers and/or acquisition candidates.  The Company’s cash requirements have been funded to date by its principal stockholder. The Company anticipates approximately $100,000 of cash will be needed to place initial production orders of its SCOR brand footwear product and to further the start up and implementation phase of its plans, as well as, to cover working capital requirements over the next year for its current printing operations.  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 may 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 which allows the Company to continue as a going concern.

3.    Acquisition

In July 2000, the Company acquired the assets and operations of a printing business for $31,000 for integration with its Media Force unit.  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.

204

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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.  As of December 31, 2000, the Company discontinued active use and/or further cash advances from said credit card as a funding source.  However, said credit card balance outstanding shall continue to accrue annual interest payable at 19.8 per annum. For the period ended December 31, 2001, interest payable on the credit card principal balance outstanding was $7,299.

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 Company. For the period ended December 31, 2001, advances from stockholder outstanding was $8,720.

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

For the period ended December 31, 2001, loans from stockholder outstanding was $26,714.

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.

205

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 note holder. The liquidating call provision gives the Company or the note holder 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.

On November 14, 2001 and November 15, 2001 respectively, the ESOP Plan Trust sold 10,000 shares, on each day, of its equity interest in the Company’s Class A; common stock, held by the ESOP for aggregate net proceeds of $169.97.  Proceeds from said stock sale, were utilized by the ESOP to re-pay and reduce the principal amount of its outstanding Note Receivable, held by the Company.  Shares of the Company’s Class A; common stock sold by the ESOP Plan Trust during the period were as follows:

Sale Date	Shares Sold		Sale Proceeds		Amount applied Against Note Principal
11/14/2001		10,000	$	84.98	$	84.98
11/15/2001		10,000	$	84.99	$	84.99
					Total $169.97

For the period ended December 31, 2001, ESOP Note Receivable balance outstanding was $50,099,830.

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 or $72,500 annually, 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.

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.

Cumulative dividends in arrears as of December 31, 2001 are $530,414.

206

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Common Stock

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

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

On May 3, 1998, the Company voted to split its shares of Class A common stock then outstanding on a 3 for 1 basis.  The aggregate number of the 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).

On January 5, 2001, the Company finalized a joint venture, research and development agreement with Far Reach Technologies Inc. (the “JV Group”) for the research and development of broadband video broadcast technologies and the development of a multi-channel, direct to home, broadcast TV platform to be deployed over existing internet protocol (IP) networks. In order to facilitate the acquisition of certain assets and equipment, essential operational personnel and working capital, the Company agreed to issue 1,500,000 shares of its common stock to the JV Group in exchange for certain future master development rights and management control of the current JV Group or any of its future successors, if any.

On January 25, 2001, the Company entered into a website design, marketing and E-Business development services agreement related to the development and implementation of the Company’s corporate presence and E-Business relationships on the world wide web. In exchange for the delivery and full execution and implementation of said design, marketing, development and E-Business services, the Company agreed to issue 1,012,500 shares of its common stock.

In order to facilitate its growth and working capital requirements, the Company entered into a funding agreement with its SCOR Brands Inc. (“SCOR”) branded footwear subsidiary unit on August 1, 2001. Pursuant to said agreement, the Company agreed to issue 5,000,000 shares of its common stock to SCOR in exchange for 10,000,000 shares of SCOR common stock. To facilitate the private placement, pre-registration and pre-public market movement of SCOR common shares between and amongst qualified institutional investors, 30,000,000 aggregate shares of the Company’s SCOR unit common stock outstanding were reclassified as a 144A security (CUSIP #784026106) and received a NASD portal market designation for secondary market trading of the security on November 8, 2001.  The Company holds 29,233,334 shares of SCOR 144A common stock or 97.4% of said common stock outstanding.

As of December 31, 2001, the Company had a total of 100,000,000 shares of its Class A, no par, $0.01 stated value common stock authorized with an aggregate total of 48,022,500 shares of its Class A, no par, $0.01 stated value common stock issued and outstanding.

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 $30,100 for the effect of these options for the year ended December 31, 2000.

For the period ended December 31, 2001, the Company did not grant nor issue any additional stock options.

207

CITIZENS CAPITAL CORP.

(a development stage company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 $15,472 and $17,400 for the years ended December 31, 2001 and 2000, 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, 2001, 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.

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 primarily 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 May 2001, the Company received initial shipment of promotional quantities of its SCOR Brand footwear products originally ordered in January 2001. Said promotional quantities were sold through its SCOR Brand unit website at: scorbrands.com. The Company continues to pursue funding necessary to permit the submission of orders for production quantities of its SCOR Brand branded footwear line of products

208

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Citizens Capital Corp.

(Registrant)

By: /s/ Billy D. Hawkins

Date:  September 11, 2011

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Billy D. Hawkins                                                            

Chief Executive Officer; Director of Citizens Capital Corp.

(Principal Executive Officer)

Date: September 11, 2011.

209

EX-3.1

Exhibit 3.1

CITIZENS CAPITAL CORP.

(a developmental stage company)

Type:  Exhibit- 3.1

Description:  Citizens Capital Corp.; Amended Articles of Incorporation.

SECRETARY OF STATE

The undersigned, as Secretary of State of the State of Texas, HEREBY CERTIFIES that the attached is a true and correct copy of the following described instruments on file in this office:

CITIZENS CAPITAL CORP.

ARTICLES OF INCORPORATION

MARCH 12,1991

ARTICLES OF AMENDMENT

MARCH 30,1992

IN TESTIMONY WHEREOF, I have hereunto signed my name officially and caused to be impressed hereon the Seal of State at my office in the City of Austin, on July 27, 1993.

________________________

John Hannah Jr., Secretary of State

Page 1 of 6

ARTICLES OF INCORPORATION (SHORT FORM)

ARTICLE ONE

The name of the corporation is: Let Us, Inc.

ARTICLE TWO

The Period of its duration is: Perpetual

ARTICLE THREE

The purpose for which the corporation is organized is the transaction of any or all lawful business for which corporations may be incorporated under the Texas Business Corporation Act.

ARTICLE FOUR

The aggregate number of shares which the corporation shall have authority to issue is: 100 shares without par value.

ARTICLE FIVE

The Corporation will not commence business until it has received for the issuance of its shares consideration of the value of not less than One Thousand Dollars ($1,000) consisting of money, labor done, or property actually received.

ARTICLE SIX

The street name of its initial registered office is:

5909 Harvest Hill, Ste. 1078, Dallas, Texas 75230

The name of its initial registered agent at such address is: Billy D. Hawkins

ARTICLE SEVEN

The number of directors constituting the initial board of directors is ONE, and the names and addresses of the person or persons who are to serve as directors until the first annual meeting of the shareholders or until their successors are elected and qualified are:

Billy D. Hawkins, 5909 Harvest Hill, Ste. 1078, Dallas, Texas 75230.

ARTICLE EIGHT

The name and address of the incorporator is:

Billy D. Hawkins, 5909 Harvest Hill, Ste. 1078, Dallas, Texas 75230.

Signed By:

_______________________________DATE: March 12, 1991

Billy D. Hawkins, Incorporator

STATE OF TEXAS

COUNTY OF DALLAS

Before me, a notary public, on this day personally appeared

Billy D. Hawkins, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statements therein contained are true and correct.

Given under my hand and seal of office this_____________day

of_______________________,A.D. 19_____.

_______________________________ (Notary Seal)

Notary Public, State of Texas

Sworn to Date_________________,19____

Dallas County, Texas

My commission expires:___________________,19_____

Page 2 of 6

CITIZENS CAPITAL CORP.

(a developmental stage company)

ARTICLES OF AMENDMENT

ARTICLE ONE

FILED In the Office of the Secretary of State of Texas MAR 3 01992 Corporations Section,

The name of the corporation is LET US, INC.

Charter Number 01185557-00

ARTICLE TWO

The following amendment to the Articles of Incorporation was adopted on March 2. 1992. Article I is amended to read: Citizens Capital Corp.

ARTICLE THREE

The number of shares of the corporation outstanding and entitled to vote at the time of such adoption was 100 common

ARTICLE FOUR

The number of shares voted for such amendment was 100 common shares. The number of shares voted against such amendment was 0. Before me, a notary public, on this day personally appeared Billy D. Hawkins, known to me to be the person whose name is subscribed to the  foregoing document and, being by me first duly sworn, declared that the statement therein contained are true and correct.

___________________________

Billy D. Hawkins, President

Notary Public

Dallas County, Texas

Sworn to Date

(Notary Seal)

GLORIA E. MARTINEZ

NOTARY PUBLIC

THE STATE OF TEXAS

COMMISSION EXPIRES

3-28-95

Corporate Address:  5909 Harvest Hill, Ste. 1078

                                     Dallas, Texas 75230.

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CERTIFICATE OF AMENDMENT

FOR

CITIZENS CAPITAL CORP.

CHARTER NUMBER  01185557

THE UNDERSIGNED AS SECRETARY OF STATE OF THE STATE OF TEXAS HEREBY CERTIFIES THAT THE ATTACHED ARTICLES OF AMENDMENT FOR THE ABOVE NAMED  ENTITY HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW.

ACCORDINGLY THE UNDERSIGNED, AS SECRETARY OF STATE AND BY VIRTUE OF THE AUTHORITY VESTED IN THE SECRETARY BY LAW HEREBY ISSUES THIS CERTIFICATE OF AMENDMENT.

DATED DEC. 23, 1993

EFFECTIVE DEC. 23, 1993

__________________________________

John Hannah Jr., Secretary of State

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Articles of Amendment

ARTICLE ONE

The name of the corporation is: Citizens Capital Corp. 

Charter Number 01185557-00

ARTICLE TWO

The following amendment to the Articles of incorporation was adopted on December 1. 1993.

The general nature of the amendment is to give the corporation authority to issue,  at its discretion, preferred shares and additional common shares.

Article 4. is amended to read:

The aggregate number of common shares which the corporation shall have authority to issue is 10 million (10,000,000) shares, without par value. The aggregate number of preferred shares which the corporation shall have authority to issue is 2 million (2,000,000) shares, without par value.

ARTICLE THREE

The number of shares of the corporation outstanding and entitled to vote at the time of such adoption was 100 common shares.

ARTICLE FOUR

The number of shares voted for such amendment was 100 common shares. The number of shares voted against such amendment was 0.

Before me, a notary public, on this day personally appeared Billy D. Hawkins, known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statement therein contained are true and correct.

____________________________

Billy Hawkins, President

DATE

Sworn to Date:

Dallas County, Texas

Corporate Address:  5909 Harvest Hill, Ste. 1078

                                     Dallas, Texas75230.

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CERTIFICATE OF AMENDMENT

FOR

CITIZENS CAPITAL CORP.

 CHARTER NUMBER  01185557

THE UNDERSIGNED, AS SECRETARY OF STATE OF THE STATE OF TEXAS, HEREBY CERTIFIES THAT THE ATTACHED ARTICLES OF AMENDMENT FOR THE ABOVE NAMED ENTITY HAVE BEEN RECEIVED IN THIS OFFICE AND ARE FOUND TO CONFORM TO LAW.

ACCORDINGLY THE UNDERSIGNED, AS SECRETARY OF STATE, AND BY VIRTUE OF THE AUTHORITY VESTED IN THE SECRETARY BY LAW, HEREBY ISSUES THIS CERTIFICATE OF AMENDMENT.

DATED APR. 27, 1998

EFFECTIVE APR. 27, 1998

ARTICLES OF AMENDMENT

ARTICLE ONE

The name of the corporation is Citizens Capital Corp.

Charter Number .01185557-00

ARTICLE TWO

FILED in the Office of the Secretary of State of Texas APR 2 71998 Corporations Section

The following amendment to the Articles of Incorporation was adopted on April 1. 1998. The general nature of this amendment is to increase the number of common shares authorized for issuance.

Article 4 is amended to read:

The aggregate number of common shares which the corporation shall have authority to issue is:' 100 million (100.000.000) shares, without par value.

ARTICLE THREE

The number of shares of the corporation outstanding and entitled to vote at the time of such adoption was 8,500,000 common shares.

ARTICLE FOUR

The number of shares voted for such amendment was 8,500.000 common shares. The number of shares voted against such amendment was 0. Before me, a notary public, on this day personally appeared Billy D. Hawkins. known to me to be the person whose name is subscribed to the foregoing document and, being by me first duly sworn, declared that the statement therein contained are true and correct.

__________________

Billy D. Hawkins, President

Date:

____________________

Tina M. Harrison, Notary Public

sworn to Date

Dallas County, Texas

(Notary Seal)

TINA M. HARRISON

NOTARY PUBLIC

STATE OF TEXAS

My Comm. Exp. 02-10-02

Corporate Address: 5909 Harvest Hill, Ste. 1078

                                    Dallas. Texas 75230.

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EX-3.2

Exhibit 3.2

Type:  Exhibit- 3.2

Description:  Citizens Capital Corp.; By-Laws.

BY-LAWS

OF

Citizens Capital Corp.

ARTICLE. I     -     OFFICES

1.   REGISTERED  OFFICE  AND  AGENT

      The registered office of the corporation shall be main­tained at:

  3535 Ridgebriar

  Dallas, TX 75234

  Mailing: P.O. Box 670406 Dallas, TX 75367

in the State of Texas. The registered office or the registered agent, or both, may be changed by resolution of the board of directors, upon filing the statement required by law,

2.   PRINCIPAL OFFICE

  The principal office of the corporation shall be at:

      3537 Ridgebriar

      Dallas, TX 75234

  Mailing: P.O. Box 670406

  Dallas, TX 75367

provided that the board of directors shall have power to change the location of the principal office in its discretion.

3.   OTHER OFFICES

The corporation may also maintain other offices at such places within or without the State of Texas as the board of directors may from time to time appoint or as the business of the corporation may require.

ARTICLE II - SHAREHOLDERS

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1.         PLACE OF MEETING

All meetings of shareholders, both regular and special, shall be held either at the registered office of the corporation in Texas or at such other places, either within or without the state, as shall be designated in the notice of the meeting.

2.         ANNUAL MEETING

The annual meeting of shareholders for the election of directors and for the transaction of all other business which may come before the meeting shall be held on the 25th day of March in each year (if not a legal holiday and, if a legal holiday, then on the next business day following) at the hour specified in the notice of meeting.

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If the election of directors shall not be held on the day above designated for the annual meeting, the board of directors shall cause the election to be held as soon thereafter as conveniently may be at a special meeting of the shareholders called for the purpose of holding such election.

The annual meeting of shareholders may be held for any other purpose in addition to the election of directors which may be specified in a notice of such meeting.  The meeting may be called by resolution of the board of directors or by a writing filed with the secretary signed either by a majority of the directors or by shareholders owning a majority in amount of the entire capital stock of the corporation issued and out­standing and entitled to vote at any such meeting.

3.         NOTICE OF SHAREHOLDERS' MEETING

A written or printed notice stating the place, day and hour of the meeting, and in case of a special meeting, the pur­pose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president, secretary or the officer or person calling the meeting, to each shareholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the share transfer books of the corporation, with postage thereon prepaid.

4.         VOTING OF SHARES

Each outstanding share, regardless of class, shall be entitled to one vote on each matter submitted to a vote at a meeting of shareholders, except to the extent that the voting rights of the shares of any class or classes are limited or denied by the Articles of Incorporation or by law.

Treasury shares, shares of its own stock owned by another corporation the majority of the voting stock of which is owned or controlled by this corporation, and shares of its own stock held by this corporation in a fiduciary capacity shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of out­standing shares at any given time.

A shareholder may vote either in person or by proxy executed in writing by the shareholder or by his duly authorized attorney in-fact. No proxy shall be valid after eleven (11) months from the date of its execution unless otherwise provided in the proxy. Each proxy shall be revocable unless expressly provided therein to be irrevocable, and in no event shall it remain irrevocable for a period of more than eleven (11) months.

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At each election for directors every shareholder entitled to vote at such election shall have the right to vote, in person or by proxy, the number of shares owned by him for as many persons as there are directors to be elected and for whose election he has a right to vote, or unless prohibited by the articles of incorporation, to cumulate his votes by giving one candidate as many votes as the number of such directors multi­plied by the number of his shares shall equal, or by distributing such votes on the same principal among any number of such candidates. Any shareholder who intends to cumulate his votes as herein authorized shall give written notice of such intention to the secretary of the corporation on or before the day preceding the election at which such shareholder intends to cumulate his votes.

5.         CLOSING TRANSFER BOOKS AND FIXING RECORD DATE

For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any ad­journment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the board of directors may provide that the share transfer books shall be closed for a stated period not exceeding fifty (50) days. If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting. In lieu of closing the stock transfer books, the by-laws or in the absence of an applicable by-law the board of directors, may fix in advance a date as the record date for any such determination of shareholders, not later than fifty (50) days and, in case of a meeting of shareholders, not earlier than ten (10) days prior to the date on which the particular action, requiring such determina­tion of shareholders is to be taken. If the share transfer books are not closed and no record date is fixed for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the board of directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall aPPly to any adjournment thereof, except where the determination has been made through the closing of share transfer books and the stated period of closing has expired.

6.         QUORUM OF SHAREHOLDERS

Unless otherwise provided in the articles of incorporation, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders, but in no event shall a quorum consist of the holders of less than one-third (1/3) of the shares entitled to vote and thus represented at such meeting. The vote of the holders of a majority of the shares entitled to vote and thus represented at a meeting at which a quorum is present shall be the act of the shareholders* meeting, unless the vote of a greater number is required by law, the articles of incorporation or the by-laws.

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7.  VOTING LISTS

The officer or agent having charge of the share transfer books for the shares of the corporation shall make, at least ten (10) days before each meeting of shareholders, a complete list of the shareholders entitled to vote at such meeting or any ad­journment thereof, arranged in alphabetical order, with the address of and the number of shares held by each, which list, for a period of ten (10) days prior to such meeting, shall be kept on file at the registered office of the corporation and shall be subject to inspection by any shareholder at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting. The original share transfer books shall be prima-facie evidence as to who are the shareholders entitled to examine such list or transfer books or to vote at any meeting of shareholders.

ARTICLE III - DIRECTORS

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1.         BOARD OF DIRECTORS

The business and affairs of the corporation shall be managed by a board of directors. Directors need not be residents of the State of Texas or shareholders in the corporation.

2.         NUMBER AND ELECTION OF DIRECTORS

The number of directors shall be    2      provided that the number may be increased or decreased from time to time by an amendment to these by-laws, but no decrease shall have the effect of shortening the term of any incumbent director.  At each annual election the shareholders shall elect directors to hold office until the next succeeding annual meeting.

3.         VACANCIES

Any vacancy occurring in the board of directors may be filled by the affirmative vote of the remaining directors, though less than a quorum of the board. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. Any directorship to be filled by reason of an increase in the number of directors shall be filled by election at an annual meeting or at a special meeting of shareholders called for that purpose.

4.         QUORUM OF DIRECTORS

A majority of the board of directors shall constitute a quorum for the transaction of business. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.

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5.         ANNUAL MEETING OF DIRECTORS

Within thirty days after each annual meeting of share­holders the board of directors elected at such meeting shall hold an annual meeting at which they shall elect officers and transact such other business as shall come before the meeting.

6.         REGULAR MEETING OF DIRECTORS

A regular meeting of the board of directors may be held at such time as shall be determined from time to time by resolution of the board of directors.

7.         SPECIAL MEETINGS OF DIRECTORS

The secretary shall call a special meeting of the board of directors whenever requested to do so by the president or by two directors. Such special meeting shall be held at the time specified in the notice of meeting.

8.         PLACE OF DIRECTORS' MEETINGS

All meetings of the board of directors (annual, regular or special) shall be held either at the principal office of the corporation or at such other place, either within or without the State of Texas, as shall be specified in the notice of meeting.

9.         NOTICE OF DIRECTORS' MEETINGS

All meetings of the board of directors (annual, regular or special) shall be held upon five (5) days* written notice stating the date, place and hour of meeting delivered to each director either personally or by mail or at the direction of the president or the secretary or the officer or person calling the meeting.

In any case where all of the directors execute a waiver of notice of the time and place of meeting, no notice thereof shall be required, and any such meeting (whether annual, regular or special) shall be held at the time and at the place (either within or without the State of Texas) specified in the waiver of notice. Attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where the directors attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not lawfully called or convened.

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Neither the business to be transacted at, nor the purpose of, any annual, regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting.

by-laws 5

10.  COMPENSATION

Directors, as such, shall not receive any stated salary for their services, but by resolution of the board of directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each annual, regular or special meeting of the board, provided, that nothing herein contained shall be con­strued to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

ARTICLE IV - OFFICERS

1.         OFFICERS ELECTION

The officers of the corporation shall consist of a president, one or more vice-presidents, a secretary, and a treasurer. All such officers shall be elected at the annual meeting of the board of directors provided for in Article III, Section 5. If any office is not filled at such annual meeting, it may be filled at any subsequent regular or special meeting of the board. The board of directors at such annual meeting, or at any subsequent regular or special meeting may also elect or appoint such other officers and assistant officers and agents as may be deemed necessary.  Any two or more offices may be held by the same person, except the offices of president and secretary.

All officers and assistant officers shall be elected to serve until the next annual meeting of directors (following the next annual meeting of shareholders) or until their successors are elected; provided, that any officer or assistant officer elected or appointed by the board of directors may be removed with or without cause at any regular or special meeting of the board whenever in the judgment of the board of directors the best interests of the corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Any agent appointed shall serve for such term, not longer than the next annual meeting of the board of directors, as shall be specified, subject to like right of removal by the board of directors.

2.         VACANCIES

If any office becomes vacant for any reason, the vacancy may be filled by the board of directors.

3.         POWER OF OFFICERS

Each officer shall have, subject to these by-laws, in addition to the duties and powers specifically set forth herein, such powers and duties as are commonly incident to his office and such duties and powers as the board of directors shall from time to time designate. All officers shall perform their duties subject to the directions and under the supervision of the board of directors. The president may secure the fidelity of any and all officers by bond or otherwise.

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4.         PRESIDENT

The president shall be the chief executive officer of the corporation. He shall preside at all meetings of the directors and shareholders. He shall see that all orders and resolutions of the board are carried out, subject however, to the right of the directors to delegate specific powers, except such as may be by statute exclusively conferred on the president, to any other officers of the corporation.

He or any vice-president shall execute bonds, mortgages and other instruments requiring a seal, in the name of the corporation, and, when authorized by the board, he or any vice-president may affix the seal to any instrument requiring the same, and the seal when so affixed shall be attested by the signature of either the secretary or an assistant secretary. He or any vice-president shall sign certificates of stock.

The President shall be ex-officio a member of all stand­ing committees.

He shall submit a report of the operations of the corpo­ration for the year to the directors at their meeting next preceding the annual meeting of the shareholders and to the shareholders at their annual meeting.

5.         VICE-PRESIDENTS

The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president, and they shall perform such other duties as the board of directors shall prescribe.

6.         THE SECRETARY AND ASSISTANT SECRETARIES

The secretary shall attend all meeting of the board and all meetings of the shareholders and shall record all votes and the minutes of all proceedings and shall perform like duties for the standing committees when required. He shall give or cause to be given notice of all meetings of the shareholders and all meetings of the board of directors and shall perform such other duties as may be prescribed by the board.  He shall keep in safe custody the seal of the corporation, and when authorized by the board, affix the same to any instrument requiring it, and when so affixed, it shall be attested by his signature or by the signature of an assistant secretary.

The assistant secretary shall, in the absence or dis­ability of the secretary, perform the duties and exercise the powers of the secretary, and they shall perform such other duties as the board of directors shall prescribe.

by-laws 7

In the absence of the secretary or an assistant secretary, the minutes of all meetings of the board and shareholders shall be recorded by such person as shall be designated by the president or by the board of directors.

7.  THE TREASURER AND ASSISTANT TREASURERS

The treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corpo­ration and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation in such depositories as may be designated by the board of directors.

The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchers for such disbursements. He shall keep and maintain the corporation's books of account and shall render to the president and directors an account of all of his transactions as treasurer and of the financial condition of the corporation and exhibit his books, records and accounts to the president or directors at any time.  He shall disburse funds for capital ex­penditures as authorized by the board of directors and in ac­cordance with the orders of the president, and present to the president for his attention any requests for disbursing funds if in the judgment of the treasurer any such request is not properly authorized. He shall perform such other duties as may be directed by the board of directors or by the president.

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If required by the board of directors, he shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board for the faithful performance of the duties of his office and for the restoration to the corporation, in case of his death, resigna­tion, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the corporation.

The assistant treasurers in the order of their seniority shall, in the absence or disability of the treasurer, per­form the duties and exercise the powers of the treasurer, and they shall perform such other duties as the board of directors shall prescribe.

ARTICLE V - CERTIFICATES OF STOCK:  TRANSFER, ETC.

1.  CERTIFICATES OF STOCK

The certificates for shares of stock of the corporation shall be numbered and shall be entered in the corporation as they are issued. They shall exhibit the holder's name and number of shares and shall be signed by the president or a vice-president and the secretary or an assistant secretary and shall be sealed

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with the seal of the corporation or a facsimile thereof.  If the corporation has a transfer agent or a registrar, other than the corporation itself or an employee of the corporation, the signatures of any such officer may be facsimile.  In case any officer or officers who shall have signed or whose facsimile signature or signatures shall have been used on any such certifi­cate or certificates shall cease to be such officer or officers of the corporation, whether because of death, resignation or otherwise, before said certificate or certificates shall have been issued, such certificate may nevertheless be issued by the corporation with the same effect as though the person or persons who signed such certificates or whose facsimile signature or signatures shall have been used thereon had been such officer or officers at the date of its issuance.  Certificates shall be in such form as shall in conformity to law be prescribed from time to time by the board of directors.

The corporation may appoint from time to time transfer agents and registrars, who shall perform their duties under the supervision of the secretary.

2.         TRANSFERS OF SHARES

Upon surrender to the corporation or the transfer agent of the corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, it shall be the duty of the corporation to issue a new certificate to the person entitled thereto, cancel the old certificate, and record the transaction upon its books.

3.         REGISTERED SHAREHOLDERS

The corporation shall be entitled to treat the holder of record of any share or shares of stock as the holder in fact thereof and, accordingly shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by law.

4.         LOST CERTIFICATE

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The board of directors may direct a new certificate or certificates to be issued in place of any certificate or certificates theretofore issued by the corporation alleged to have been lost or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate to be lost. When authorizing such issue of a new certificate or certificates, the board of directors in its discretion and as a condition precedent to the issuance thereof, may require the owner of such lost or destroyed certificate or certificates or his legal representative to advertise the same in such manner as it shall aquire or to give the corporation a bond with surety and in iorm satisfactory to the corporation (which bond shall also name the corporation's transfer agents and registrars, if any, as obligees) in such sum as it may direct as indemnity against any claim that may be made against the corporation or other obligees with respect to the certificate alleged to have been lost or destroyed, or to advertise and also give such bond.

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ARTICLE VI - DIVIDEND

1.         DECLARATION

The board of directors may declare at any annual, regular or special meeting of the board and the corporation may pay, dividends on the outstanding shares in cash, property or in the shares of the corporation to the extent permitted by, and subject to the provisions of, the laws of the State of Texas.

2.         RESERVES

Before payment of any dividend there may be set aside out of any funds of the corporation available for dividends such sum or sums as the directors from time to time in their absolute discretion think proper as a reserve fund to meet contingencies or for equalizing dividends or for repairing or maintaining any property of the corporation or for such other purpose as the directors shall think conducive to the interest of the corporation, and the directors may abolish any such reserve in the manner in which it was created.

ARTICLE VII - MISCELLANEOUS

1.         INFORMAL ACTION

Any action required to be taken or which may be taken at a meeting of the shareholders, directors or members of the executive committee, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the shareholders, directors, or members of the executive committee, as the case may be, entitled to vote with respect to the subject matter thereof, and such consent shall have the same force and effect as a unanimous vote of the shareholders, directors, or members of the executive committee, as the case may be, at a meeting of said body.

2.         SEAL

The corporate seal shall be circular in form and shall contain the name of the corporation, the year of its incorpo­ration and the words "TEXAS," and "CORPORATE SEAL" or an image of the Lone Star.  The seal may be used by causing it or a facsimile to be impressed or affixed or in any other manner reproduced.  The corporate seal may be altered by order of the board of directors at any time.

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by-laws 10

3.  CHECKS

All checks or demands for money and notes of the corpo­ration shall be signed by such officer or officers or such other person or persons as the board of directors may from time to time designate.

4.         FISCAL YEAR

The fiscal year of the corporation shall begin on the   1st        day of January       in each and every year.

5.         DIRECTORS' ANNUAL STATEMENT

The board of directors shall present at each annual meeting of shareholders a full and clear statement of the business and condition of the corporation.

6.         CLOSE CORPORATIONS:  MANAGEMENT BY SHAREHOLDERS

If the articles of incorporation of the corporation and each certificate representing its issued and outstanding shares states that the business and affairs of the corporation shall be managed by the shareholders of the corporation rather than by a board of directors, then, whenever the context so requires the shareholders of the corporation shall be deemed the directors of the corporation for purposes of applying any provision of these by-laws.

7.         AMENDMENTS

These by-laws may be altered, amended or repealed in whole or in part by the affirmative vote of the holders of a majority of the shares outstanding and entitled to vote, but such power may be delegated by the shareholders to the board of directors.

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EX-4.1

Exhibit-4.1

Type:  Exhibit-4.1

Description: Instrument Defining the Rights of Security holders.

The following instrument defines the rights of Citizens Capital Corp. Shareholders.

Dividend Rights

All common shares outstanding have equal rights and full entitlement to receive pro rata distribution of any earnings declared payable by the Company as dividends.  The rights of common shareholders of the Company to receive payment of any earnings which are declared as dividends by the Company are subordinate to the rights of preferred shareholders of the Company.

Voting Rights

Each one (1) share of the Company's common stock is entitled one (1) vote as to the selection of the Company's directors and other important Company matters.

The Company's common shares do not have any cumulative voting rights.

Liquidation Rights

In the event that the Company is liquidated, the claims of secured and unsecured creditors and owners of bonds and preferred stock take precedence over the claims of common shareholders.

Preemption Rights

The Company's common shares to be registered are not entitled to any preemptive rights regarding the issuance of additional common shares.

Alienability of Securities

There are no restrictions on the alienability of the Company's common shares to be registered.

Discriminating Against Existing or Prospective Shareholders

The Company's common shares to be registered do not have any provision which discriminates against any existing or prospective shareholder as a result of any shareholder owning a substantial amount of securities.

Modification of Shareholders Rights

The rights of the Company's common shareholders may be modified by a 66 2/3 percent vote of all said shareholder's shares outstanding, voting as a class.

Preferred Stock

The Company is not registering any of its preferred stock outstanding. The Company has 1,000,000 shares of class A; $1.00; 7 1/4%; cumulative preferred stock outstanding as of December 31, 1998.  Said preferred shares are outstanding pursuant to an exemption from the requirements of registration under Rule 230.504 of Regulation D under the Securities Act of 1933, as amended.

The preferred shares outstanding are entitled to the following rights:

Preference as to dividends

The 7 1/4%, $1.00, cumulative preferred stock  shall rank senior to all other classes of the Company's capital stock with respect to dividends and as to rights upon liquidation, winding up or dissolution of the Company.  As long as any shares of the 7 1/4%, $1.00, cumulative preferred stock  remain outstanding, the Company will not be entitled to authorize or issue any other class of securities that are senior to or on parity with the 7 1/4%, $1.00, cumulative preferred stock  with respect to dividends or on liquidation, winding up or dissolution, without the approval of holders of at least 66 2/3% of the 7 1/4%, $1.00, cumulative preferred stock ..

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Voting Rights

Holders of shares of the 7 1/4%, $1.00, cumulative preferred stock  will not be entitled to vote with the holders of the the Company's common stock.  Holders of the 7 1/4%, $1.00, cumulative preferred stock  have no cumulative voting rights or preemptive or other rights to subscribe for shares.

If at any time the equivalent of six quarterly dividend payments on the 7 1/4%, $1.00, cumulative preferred stock  are in arrears and unpaid, the holders of the 7 1/4%, $1.00, cumulative preferred stock  shall be entitled to vote with the Company's common stock holders.  Additionally, the number of members of the Board of Directors of the Company shall be increased by one and the holders of the 7 1/4%, $1.00, cumulative preferred stock shall have the exclusive right, voting separately as a class, to elect one director of the Company such director to be in addition to the number of directors constituting the Company's Board of Directors immediately prior to the accrual of the right.

Such voting right will continue until all dividends accumulated and payable on that stock have been paid in full, at which time such voting right of the holders of the 7 1/4%, $1.00, cumulative preferred stock  shall terminate, subject to re-vesting in the event of a subsequent, similar arrearage.  Upon any termination of such voting right, the term of office of the director elected by the holders of the 7 1/4%, $1.00, cumulative preferred stock  voting separately as a class will terminate.

The approval of the holders of at least 66 2/3% of the shares of 7 1/4%, $1.00, cumulative preferred stock  then outstanding, voting as a class, will be required to (i)create, authorize or issue any capital stock of the Company ranking, either as to payment of dividends or upon liquidation, dissolution or winding up of the Company, on a parity or senior to the 7 1/4%, $1.00, cumulative preferred stock ; or (ii) change the attributes of the 7 1/4%, $1.00, cumulative preferred stock  in any material respect prejudicial to the holders of the 7 1/4%, $1.00, cumulative preferred stock .

Dividend Rights

The holders of the 7 1/4%, $1.00, cumulative preferred stock  are entitled to receive out of funds of the Company legally available thereof, dividends at an annual rate of $0.07250 per share, payable quarterly in arrears in four equal installments of $0.018125 per share on the 15th day of March, June, September and December in each year. Dividends on the 7 1/4%, $1.00, cumulative preferred stock will accrue and cumulate from the date of first issuance and will be paid to holders of record of the 7 1/4%, $1.00, cumulative preferred stock  as they appear on the books of the Company as of the close of business on any record date for payment of dividends.  The record dates for payment of dividends shall be the last day of February, May, August and November in each year which immediately precedes each respective dividend payment date.  The amount payable for the dividend period for any other period less than a full quarterly dividend period will be computed on the basis of a 365-day year.  The initial dividend will accrue from the date of issuance of the units which consist of the 7 1/4%, $1.00, cumulative preferred stock and will be payable 90 days from the date the units which consist of the 7 1/4%, $1.00, cumulative preferred stock are issued.  Accumulation of dividends will not bear interest.

So long as the 7 1/4%, $1.00, cumulative preferred stock are outstanding, the Company may not declare or pay any dividend on the common stock or other capital stock unless the full cumulative dividends on the 7 1/4%, $1.00, cumulative preferred stock have been paid in full or contemporaneously are declared and paid in full through the last dividend payment date.

Redemption

The 7 1/4%, $1.00, cumulative preferred stock  are callable in whole, but not in part, at the option of the Company on a call basis, so long as full cumulative dividends on all outstanding shares of the 7 1/4%, no-par, cumulative preferred stock  have been or contemporaneously are declared and paid for all past dividend periods. The principal of said 7 1/4%, $1.00, cumulative preferred stock shall be re-paid in full on or before December 31, 1999.

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In the event that the 7 1/4%, $1.00, cumulative preferred stock  are redeemed by the Company during any year before it becomes due in 1999, said redemption of the 7 1/4%, $1.00, cumulative preferred stock  shall be redeemed from the holders thereof at the following premiums for each $1.00 face value amount:

1994    1,000,000 +15%

1995    1,000,000 +12%

1996    1,000,000 +10%

1997    1,000,000 + 9%

1998    1,000,000 + 8%

1999    1,000,000 + 7 1/4%

Warrants and Rights

Each of the Company's 1,000,000 shares of class A; 7 1/4%; $1.00 preferred stock outstanding is paired together with 1/10th warrant and is outstanding as a unit.  Each one (1) warrant purchases ten (10) shares of common stock at $0.01 per share.

The Company has 100,000 class A warrants outstanding as of May 11, 1998. 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 the 100,000 class A warrants outstanding.

Said warrants shall 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.

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EX-4.2

Exhibit-4.2

Type:  Exhibit- 4.2

Description: Citizens Capital Corp. Series Bond Indenture Form.

CITIZENS CAPITAL CORP.

INDENTURE

UW Trust Company,

A Texas Trust Company

AS TRUSTEE

DATED AS OF _______________ 2010

 DEBT SECURITIES

TABLE OF CONTENTS
Page
ARTICLE I. DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
SECTION 1.1	DEFINITIONS	5
SECTION 1.2	COMPLIANCE CERTIFICATES AND OPINIONS	12
SECTION 1.3	FORM OF DOCUMENTS DELIVERED TO TRUSTEE	12
SECTION 1.4	ACTS OF HOLDERS; RECORD DATES	13
SECTION 1.5	NOTICES, ETC., TO TRUSTEE AND COMPANY	14
SECTION 1.6	NOTICE TO HOLDERS; WAIVER	15
SECTION 1.7	CONFLICT WITH TRUST INDENTURE ACT	15
SECTION 1.8	EFFECT OF HEADINGS AND TABLE OF CONTENTS	15
SECTION 1.9	SUCCESSORS AND ASSIGNS	15
SECTION 1.10	SEPARABILITY CLAUSE	16
SECTION 1.11	BENEFITS OF INDENTURE	16
SECTION 1.12	GOVERNING LAW	16
SECTION 1.13	LEGAL HOLIDAYS	16
SECTION 1.14	INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS	16
SECTION 1.15	INDENTURE MAY BE EXECUTED IN COUTERPARTS	16
ARTICLE II SECURITY FORMS
SECTION 2.1	FORMS GENERALLY	17
SECTION 2.2	FORM OF LEGEND FOR GLOBAL SECURITIES	17
SECTION 2.3	FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION	17
SECTION 2.4	FORM OF CONVERSION NOTICE	18

Page 1 of 67

ARTICLE III THE SECURITIES
SECTION 3.1	AMOUNT UNLIMITED; ISSUABLE IN SERIES	19
SECTION 3.2	DENOMINATIONS	21
SECTION 3.3	EXECUTION, AUTHENTICATION, DELIVERY AND DATING	21
SECTION 3.4	TEMPORARY SECURITIES	22
SECTION 3.5	REGISTRAR; REGISTRATION OF TRANSFER AND EXCHANGE	23
SECTION 3.6	MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES	24
SECTION 3.7	PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED	25
SECTION 3.8	PERSON DEEMED OWNERS	26
SECTION 3.9	CANCELLATION	26
SECTION 3.10	COMPUTATION OF INTEREST	26
SECTION 3.11	CUSIP NUMBERS	26
ARTICLE IV SATISFACTION AND DISCHARGE
SECTION 4.1	SATISFACTION AND DISCHARGE OF INDENTURE	27
SECTION 4.2	APPLICATION OF TRUST ACCOUNTS MONEY	28
ARTICLE V REMEDIES
SECTION 5.1	EVENTS OF DEFAULT	28
SECTION 5.2	ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT	29
SECTION 5.3	COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE	30
SECTION 5.4	TRUSTEE MAY FILE PROOFS OF CLAIM	30
SECTION 5.5	TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES	30
SECTION 5.6	APPLICATION OF MONEY COLLECTED	31
SECTION 5.7	LIMITATION OF SUITS	31
SECTION 5.8	RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM, INTEREST & CONVERT	31
SECTION 5.9	RESTORATION OF RIGHTS AND REMEDIES	32
SECTION 5.10	RIGHTS AND REMEDIES CUMULATIVE	32
SECTION 5.11	DELAY OR OMISSION NOT WAIVER	32
SECTION 5.12	CONTROL BY HOLDERS	32
SECTION 5.13	WAIVER OF PAST DEFAULTS	32
SECTION 5.14	UNDERTAKING FOR COST	33
SECTION 5.15	WAIVER OF USURY, STAY OR EXTENSION LAWS	33

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ARTICLE VI THE TRUSTEE
SECTION 6.1	CERTAIN DUTIES AND RESPONSIBILITIES	33
SECTION 6.2	NOTICE OF DEFAULT	34
SECTION 6.3	CERTAIN RIGHTS OF TRUSTEE	34
SECTION 6.4	NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES	35
SECTION 6.5	MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES	35
SECTION 6.6	MONEY HELD IN TRUST	35
SECTION 6.7	COMPENSATION AND REIMBURSEMENT	35
SECTION 6.8	CONFLICITING INTERESTS	36
SECTION 6.9	CORPORATE TRUSTEE REQUIRED; ELIGIBILITY	36
SECTION 6.10	RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR	37
SECTION 6.11	ACCEPTANCE OF APPOINTMENT BY SUCCESSOR	38
SECTION 6.12	MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS	39
SECTION 6.13	PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY	39
SECTION 6.14	INVESTMENT OF CERTAIN PAYMENTS HELD BY THE TRUSTEE	39
SECTION 6.15	APPOINTMENT OF AUTHENTICATING AGENT	39
ARTICLE VII HOLDER’S LISTS AND REPORTS BY TRUSTEE AND COMPANY
SECTION 7.1	COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS	40
SECTION 7.2	PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS	41
SECTION 7.3	REPORTS BY TRUSTEE	41
SECTION 7.4	REPORTS BY COMPANY	41
ARTICLE VIII CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE
SECTION 8.1	COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS	42
SECTION 8.2	SUCCESSOR SUBSTITUTED	42
ARTICLE IX SUPPLEMENTAL INDENTURES
SECTION 9.1	SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS	43
SECTION 9.2	SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS	44
SECTION 9.3	EXECUTION OF SUPPLEMENTAL INDENTURES	45
SECTION 9.4	EFFECT OF SUPPLEMENTAL INDENTURES	45
SECTION 9.5	CONFORMITY WITH TRUSTEE INDENTURE ACT	45
SECTION 9.6	REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES	45

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ARTICLE X COVENANTS
SECTION 10.1	PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST	45
SECTION 10.2	MAINTENANCE OF OFFICE OR AGENCY	45
SECTION 10.3	MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST	46
SECTION 10.4	STATEMENT BY OFFICERS AS TO DEFAULT	46
SECTION 10.5	EXISTENCE	47
SECTION 10.6	WAIVER OF CERTAIN COVENANTS	47
SECTION 10.7	COMMISSION REPORTS	47
SECTION 10.8	COMPLIANCE CERTIFICATE	47
SECTION 10.9	STAY, EXTENSION AND USURY LAW	48
ARTICLE XI REDEMPTION OF SECURITIES
SECTION 11.1	APPLICABILITY OF ARTICLE	48
SECTION 11.2	ELECTION TO REDEEM; NOTICE TO TRUSTEE	48
SECTION 11.3	SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED	48
SECTION 11.4	NOTICE OF REDEMPTION	49
SECTION 11.5	DEPOSIT OF REDEMPTION PRICE	50
SECTION 11.6	SECURITIES PAYABLE ON REDEMPTION DATE	50
SECTION 11.7	SECURITIES REDEEMED IN PART	50
ARTICLE XII SINKING FUNDS
SECTION 12.1	APPLICABILITY OF ARTICLE	51
SECTION 12.2	SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES	51
SECTION 12.3	REDEMPTION OF SECURITIES FOR SINKING FUND	51

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ARTICLE XIII DEFEASANCE AND COVENANT DEFEASANCE
SECTION 13.1	COMPANY’S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE	52
SECTION 13.2	DEFEASANCE AND DISCHARGE	52
SECTION 13.3	COVENANT DEFEASANCE	52
SECTION 13.4	CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE	53
SECTION 13.5	DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS	54
SECTION 13.6	REINSTATEMENT	55
SECTION 13.7	QUALIFYING TRUSTEE	55

ARTICLE XIV CONVERSION OF SECURITES
SECTION 14.1	APPLICABILITY OF ARTICLE	55
SECTION 14.2	EXERCISE OF CONVERSION OF PRIVILEGE	55
SECTION 14.3	NO FRACTIONAL SHARES	56
SECTION 14.4	ADJUSTMENT OF CONVERSION PRICE	56
SECTION 14.5	NOTICE OF CERTAIN CORPORATE ACTIONS	56
SECTION 14.6	RESERVATION OF SHARES OF COMMON STOCK	57
SECTION 14.7	PAYMENT OF CERTAIN TAXES UPON CONVERSION	57
SECTION 14.8	NONASSESSABILITY	57
SECTION 14.9	PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS	58
SECTION 14.10	DUTIES OF TRUSTEE REGARDING CONVERSION	59
SECTION 14.11	REPAYMENT OF CERTAIN FUNDS UPON CONVERSION	59
ARTICLE XV INITIAL BOND ISSUANCE
SECTION 15.1	INITIAL ISSUANCE AND BOOK-ENTRY OF BONDS	59
ARTICLE XVI DEPOSIT OF BOND PROCEEDS; ESTABLISHMENT OF FUNDS AND ACCOUNTS
SECTION 16.1	CREATION OF FUNDS AND ACCOUNTS	61
SECTION 16.2	DEPOSIT OF BOND PROCEEDS	61
SECTION 16.3	COST OF ISSUANCE FUNDS	62
SECTION 16.4	SOURCE OF PAYMENT OF BONDS	63
SECTION 16.5	APPLICATION OF PLEDGED REVENUES	63
SECTION 16.6	THE BOND FUND	63
SECTION 16.7	BONDS NOT PRESENTED FOR PAYMENT	63
SECTION 16.8	BRIDGE LOAN FUND	64
SECTION 16.9	PAYMENT TO THE ISSUER	64

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ARTICLE XVII BOND LIQUIDATION FUND
SECTION 17.1	BOND LIQUIDATION	65
ARTICLE XVIII BOND ISSUER FUND
SECTION 18.1	BOND ISSUER FUND	65

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     This INDENTURE (the “Indenture”), dated as of the ________day of ________________ 2010, between CITIZENS CAPITAL CORP., a Texas corporation (herein called the “Company” and/or the “Bond Issuer”), having its principal executive office at 3537 Ridgebriar, Dallas, Texas 75234 with official company mailing address for receipt of Notice of: P. O. Box 670406, Dallas, Texas 75367 and UW Trust, a Texas trust company, as Bond Registrar, Escrow, Paying and Collateral Agent (herein called the “Trustee”), having its principal executive office at 510 N. Valley Mills Drive, Suite 505, Waco, Texas 76710.

WITNESSETH:

        WHEREAS, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance from time to time of its unsecured debentures, secured bonds or other evidences of indebtedness (herein called the “Securities”), to be issued in one or more series as provided in this Indenture; and

        WHEREAS, all things necessary to make this Indenture a valid agreement of the Company, in accordance with its terms, have been done;

NOW, THEREFORE, in consideration of the premises and the purchase of the Securities by the Holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all Holders of the Securities or of series thereof appertaining, as follows:

ARTICLE I

DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

I.1 DEFINITIONS.

For all purposes of this Indenture, except as otherwise expressly provided or unless the context otherwise requires:

(1)   the terms defined in this Article have the meanings assigned to them in this Article and include the plural as well as the singular;

(2)   all other terms used herein which are defined in the TRUST INDENTURE Act, either directly or by reference therein, have the meanings assigned to them therein;

(3)   all accounting terms not otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting principles, and, except as otherwise herein expressly provided, the term “generally accepted accounting principles” with respect to any computation required or permitted hereunder shall mean such accounting principles as are generally accepted at the date of such computation;

(4)  unless the context otherwise requires, any reference to an “Article” or a “Section” refers to an Article or a Section, as the case may be, of this Indenture; and

(5)  the words “herein,” “hereof” and “hereunder” and other words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other subdivision.

        “Act,” when used with respect to any Holder, has the meaning specified in Section 1.4.

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        “Additional Bonds” means all additional Bonds issued on a parity as to lien and source of collateral and payment with the Series Bonds.

        “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

        “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.

        “Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board empowered to act for it with respect to this Indenture.

        “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

        “Bond Fund” means the trust account fund established by the Trustee for the payment of principal and interest to bondholders of record.

        “Bondholder” “Holder of Bonds,” “Owner of Bonds” or any similar term means the registered owner of any Bond.

        “Bond Issuer Fund” means trust fund account established by the Trustee for the allocation and disbursement of net bond proceeds for the benefit of the bond issuer, Citizens Capital Corp.

        “Bond Liquidation Fund” means trust account established by the Trustee for the secondary placement and liquidation of bonds in the capital market place by the original purchaser, CCC ESOP Trust, and subsequent holding of said bond proceeds pending further allocation and disbursement pursuant to Section XVI.

         “Bonds” means the Series Bonds pursuant to current Supplemental Indenture and any Additional Series Bonds and/or series thereof hereafter issued within the terms, restrictions and conditions contained in this Indenture.

       “Bond Year” means the period of twelve consecutive months beginning the first month of issuance to all bond purchasers, except the Citizens Capital Corp. ESOP Trust, ending on December 1, or the next Business Day if December 1 is not a Business Day, in any year in which Series Bonds are or will be outstanding, provided that the first Bond Year shall commence on the date of delivery of the Series Bonds upon secondary issuance to all purchasers thereof, except the Citizens Capital Corp.

ESOP Trust.

         “Bridge Loan Fund” means trust account established by the Trustee for the allocation and disbursement of proceeds to satisfy, in full from gross bond proceeds, repayment to a lender(s) related to any outstanding bridge loan facilities entered into by the bond issuer from the period of initiation of the bond offering to the close and settlement of the bond liquidation proceedings.

        “Business Day,” when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.

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        “CCC ESOP Trust” means the Citizens Capital Corp. Employee Stock Ownership Trust which facilitates and acts as a secondary, bond liquidation conduit on behalf of the issuer as it pertains to the liquidation of the issuer’s bonds in the secondary, institutional market place.

        “Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the TRUST INDENTURE Act, then the body performing such duties at such time.

        “Common Stock” includes any stock of any class of the Company, which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company; provided, however, subject to the provisions of Section 14.9, shares issuable upon conversion of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this Indenture or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided, further that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

        “Company” means the corporation named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture and thereafter “Company” shall mean such successor Person.

        “Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its President or a Vice President, and by its principal financial officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

        “Constituent Person” has the meaning specified in Section 14.9.

        “Conversion” means the conversion of one security for that of another security.

        “Conversion Ratio” means the percentage ratio and value that one security shall have right and/or privilege to be converted into that of another security by the holders of the security thereof.

        “Corporation” means a corporation, association, company, joint-stock company or business trust.

        “Costs of Issuance” shall mean those costs of issuing Bonds, including, but not limited to, legal, accounting, fiscal agent fees and expenses, any premiums for municipal bond insurance, rating agency charges and expenses, letter of credit fees and expenses and other fees and expenses and all other costs incidental to the issuance of Bonds.

        “Costs of Issuance Fund” means the trust fund account established by the Trustee to allocate and disburse bond proceeds for the payment of various cost related to the issuance of bonds by the issuer.

        “Covenant Defeasance” has the meaning specified in Section 13.3.

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        “Defaulted Interest” has the meaning specified in Section 3.7.

        “Defeasance” has the meaning specified in Section 13.2.

        “Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1.

       “DTC” means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, in its capacity as securities depository for the Bonds, or any successor thereto.

       “DTC Eligible” means Bonds meeting the qualifications prescribed by DTC.

        “Event of Default” has the meaning specified in Section 5.1.

        “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

        “Expiration Date” has the meaning specified in Section 1.4.

        “First Mortgage Bonds” means a promise to pay in the form of a bond secured by a “First "Mortgage. It has first claim on the pledged property of the corporation securing said bonds, as well as, upon its earnings.

       “Global Security” means a Security eligible for book-entry clearing and settlement  with the DTC and that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.2 (or such legend as may be specified as contemplated by Section 3.1 for such Securities).

        “Holder” means a Person in whose name a Security is registered in the Security Register.

        “Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more Indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental Indenture, the provisions of the TRUST INDENTURE Act that are deemed to be a part of and govern this instrument and any such supplemental Indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.1; provided, however, that if at any time more than one Person is acting as Trustee under this Indenture due to the appointment of one or more separate Trustee for any one or more separate series of Securities, “Indenture” shall mean, with respect to such series of Securities for which any such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more Indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is Trustee  established as contemplated by Section 3.1, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more Indentures supplemental hereto executed and delivered after such Person had become such Trustee, but to which such person, as such Trustee, was not a party; provided, further that in the event that this Indenture is supplemented or amended by one or more Indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture” for a particular series of Securities shall only include the supplemental Indentures applicable thereto.

        “Interest,” when used with respect to a Security which by its terms bears annual interest payable to bondholders semi-annually.

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       “Interest Account” means the account of that name established within the Bond Fund to allocate and disburse funds related to the payment of interest to bond holders.

       “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

        “Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

        “Issuance Closing Date” means the date that the Series Bond issuance is sold by the original purchaser and the Series Bond issuance settles and closes.

        “Issuer” means an issuer of securities, in this case, it shall mean Citizens Capital Corp. and/or any successor thereto.

        “Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

        “Notice of Default” means a written notice of the kind specified in Section 5.1(4).

        “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the principal financial officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.  One of the officers signing an Officers’ Certificate given pursuant to Section 10.4 shall be the principal executive, financial or accounting officer of the Company.

        “Opinion of Counsel” means a written opinion of counsel, who may be counsel for, or an employee of, the Company, and who shall be reasonably acceptable to the Trustee.

        “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

        “Original Purchasers” means those investment banking firms or other entities so designated as such in a resolution of the Issuer with respect to the issuance of a series of Bonds shall mean Citizens Capital Corp. Employee Stock Ownership Trust (CCC ESOP Trust).

        “Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except

(1) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) for the benefit of or set aside and segregated by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made;

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(3)  Securities as to which Defeasance has been effected pursuant to Section 13.2; and

(4) Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.2, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.1, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.1, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

        “Paying Agent” means the Trustee or any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.

        “Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

        “Place of Payment,” when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.1.

        “Pledge Assets” means the assets pledged as collateral, securing the Series Bonds.

        “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

        “Record Date” means any Regular Record Date or Special Record Date.

        “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

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        “Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

        “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.1.

        “Remarketing Agent” means a registered securities broker/dealer, acting on an agency basis, in the sale, resale and/or trading of the Series Bonds.

        “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

        “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

        “Security Register” and “Security Registrar” have the respective meanings specified in Section 3.5.

        “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.

        “Source of Payment of Bonds” means the primary source of funds utilized to make semi-annual interest on the bonds.

        “Stated Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

        “Subsidiary” means, with respect to any Person, (i) any corporation or trust of which a majority of the outstanding voting securities is at the time, and (ii) any partnership of which a majority of the equity capital or profit interest is at the time, owned, directly or indirectly, by the Company, by one or more other Subsidiaries or by the Company and one or more Subsidiaries. For the purposes of this definition, “voting securities” means securities which ordinarily have voting power for the election of directors, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

        “Trustee” means UW Trust Company, a Texas trust company acting on behalf of bond issuer and bond purchasers as referenced in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

       “Trust Indenture Act” means the TRUST INDENTURE Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the TRUST INDENTURE Act of 1939 is amended after such date, “TRUST INDENTURE Act” means, to the extent required by any such amendment, the TRUST INDENTURE Act of 1939 as so amended.

      “Trustee Office” means the Executive office of: UW Trust Company, the Trustee, located at:  510 N. Valley Mills Drive, Suite 505; Waco, Texas 76710; Attention: Vicky Smith; Facsimile: (254) 741-9869 or such other office, designated by the Trustee by written notice to the Company, at which at any particular time its corporate agency services business shall be administered.      

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     “U.S. Government Obligation” has the meaning specified in Section 13.4.

     “Vice President,” when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

I.2 COMPLIANCE CERTIFICATES AND OPINIONS.

        Upon any application or request by the Company to the Trustee to take any action under any provision of this Indenture, the Company shall furnish to the Trustee such certificates and opinions as may be required under the TRUSTEE INDENTURE Act. Each such certificate or opinion shall be given in the form of an Officers’ Certificate, if to be given by an officer of the Company, or an Opinion of Counsel, if to be given by counsel, and shall comply with the requirements of the TRUST INDENTURE Act and any other requirements set forth in this Indenture.

        Every certificate or opinion with respect to compliance with a condition or covenant provided for in this Indenture shall include,

(1) a statement that each individual signing such certificate or opinion has read such covenant or condition and the definitions herein relating thereto;

(2) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(3) a statement that, in the opinion of each such individual, he or she has made such examination or investigation as is necessary to enable him or her to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(4) a statement as to whether, in the opinion of each such individual, such condition or covenant has been complied with.

I.3 FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

        In any case where several matters are required to be certified by, or covered by an opinion of, any specified Person, it is not necessary that all such matters be certified by, or covered by the opinion of, only one such Person, or that they be so certified or covered by only one document, but one such Person may certify or give an opinion with respect to some matters and one or more other such Persons as to other matters, and any such Person may certify or give an opinion as to such matters in one or several documents.

        Any certificate or opinion of an officer of the Company may be based, insofar as it relates to legal matters, upon a certificate or opinion of, or representations by, counsel, unless such officer knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to the matters upon which his or her certificate or opinion is based are erroneous. Any such certificate or opinion of counsel may be based, insofar as it relates to factual matters, upon a certificate or opinion of, or representations by, an officer or officers of the Company stating that the information with respect to such factual matters is in the possession of the Company, unless such counsel knows, or in the exercise of reasonable care should know, that the certificate or opinion or representations with respect to such matters are erroneous.

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        Where any Person is required to make, give or execute two or more applications, requests, consents, certificates, statements, opinions or other instruments under this Indenture, they may, but need not, be consolidated and form one instrument.

I.4 ACTS OF HOLDERS; RECORD DATES.

        Any request, demand, authorization, direction, notice, consent, waiver or other action provided or permitted by this Indenture to be given, made or taken by Holders may be embodied in and evidenced by one or more instruments of substantially similar tenor signed by such Holders in person or by agent duly appointed in writing; and, except as herein otherwise expressly provided, such action shall become effective when such instrument or instruments are delivered to the Trustee and, where it is hereby expressly required, to the Company. The Trustee shall promptly deliver to the Company copies of all such instrument or instruments delivered to the Trustee. Such instrument or instruments (and the action embodied therein and evidenced thereby) are herein sometimes referred to as the “Act” of the Holders signing such instrument or instruments. Proof of execution of any such instrument or of a writing appointing any such agent shall be sufficient for any purpose of this Indenture and (subject to Section 6.1) conclusive in favor of the Trustee and the Company, if made in the manner provided in this Section.

        The fact and date of the execution by any Person of any such instrument or writing may be proved by the affidavit of a witness of such execution or by a certificate of a notary public or other officer authorized by law to take acknowledgments of deeds, certifying that the individual signing such instrument or writing acknowledged to him or her the execution thereof. Where such execution is by a signer acting in a capacity other than his or her individual capacity, such certificate or affidavit shall also constitute sufficient proof of his or her authority. The fact and date of the execution of any such instrument or writing, or the authority of the Person executing the same, may also be proved in any other manner which the Trustee deems sufficient.

        The ownership of Securities shall be proved by the Security Register.

        Any request, demand, authorization, direction, notice, consent, waiver or other Act of the Holder of any Security shall bind every future Holder of the same Security and the Holder of every Security issued upon the registration of transfer thereof or in exchange therefore or in lieu thereof in respect of anything done, omitted or suffered to be done by the Trustee or the Company in reliance thereon, whether or not notation of such action is made upon such Security.

        The Company may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to give, make or take any request, demand, authorization, direction, vote, notice, consent, waiver or other action provided or permitted by this Bond Indenture to be given, made or taken by Holders of Securities of such series, provided that the Company may not set a record date for, and the provisions of this paragraph shall not apply with respect to, the giving or making of any notice, declaration, request or direction referred to in the next paragraph. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of the relevant series on such record date, and no other Holders, shall be entitled to take the relevant action, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date.

Nothing in this paragraph shall be construed to prevent the Company from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Company, at its own expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Trustee in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.

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        The Trustee may set any day as a record date for the purpose of determining the Holders of Outstanding Securities of any series entitled to join in the giving or making of (i) any Notice of Default, (ii) any declaration of acceleration referred to in Section 5.2, (iii) any request to institute proceedings referred to in Section 5.7(2) or (iv) any direction referred to in Section 5.12, in each case with respect to Securities of such series. If any record date is set pursuant to this paragraph, the Holders of Outstanding Securities of such series on such record date, and no other Holders, shall be entitled to join in such notice, declaration, request or direction, whether or not such Holders remain Holders after such record date; provided that no such action shall be effective hereunder unless taken on or prior to the applicable Expiration Date by Holders of the requisite principal amount of Outstanding Securities of such series on such record date. Nothing in this paragraph shall be construed to prevent the Trustee from setting a new record date for any action for which a record date has previously been set pursuant to this paragraph (whereupon the record date previously set shall automatically and with no action by any Person be canceled and of no effect), and nothing in this paragraph shall be construed to render ineffective any action taken by Holders of the requisite principal amount of Outstanding Securities of the relevant series on the date such action is taken. Promptly after any record date is set pursuant to this paragraph, the Trustee, at the Company’s expense, shall cause notice of such record date, the proposed action by Holders and the applicable Expiration Date to be given to the Company in writing and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6.

        With respect to any record date set pursuant to this Section, the party hereto which sets such record dates may designate any day as the “Expiration Date” and from time to time may change the Expiration Date to any earlier or later day; provided that no such change shall be effective unless notice of the proposed new Expiration Date is given to the other party hereto in writing, and to each Holder of Securities of the relevant series in the manner set forth in Section 1.6, on or prior to the existing Expiration Date. If an Expiration Date is not designated with respect to any record date set pursuant to this Section, the party hereto which set such record date shall be deemed to have initially designated the 180th day after such record date as the Expiration Date with respect thereto, subject to its right to change the Expiration Date as provided in this paragraph. Notwithstanding the foregoing, no Expiration Date shall be later than the 180th day after the applicable record date.

        Without limiting the foregoing, a Holder entitled hereunder to take any action hereunder with regard to any particular Security may do so with regard to all or any part of the principal amount of such Security or by one or more duly appointed agents each of which may do so pursuant to such appointment with regard to all or any part of such principal amount.

I.5 NOTICES, ETC., TO TRUSTEE AND COMPANY.

        Any request, demand, authorization, direction, notice, consent, waiver or Act of Holders or other document provided or permitted by this Indenture to be made upon, given or furnished to, or filed with,

(1) the Trustee by any Holder or by the Company shall be sufficient for every purpose hereunder if made, given, furnished or filed in writing, first class postage prepaid, (or by facsimile transmissions, provided that oral confirmation of receipt shall have been received) to or with the Trustee at its Executive Office, Attention: Corporate Trust Administration, or

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(2) the Company by the Trustee or by any Holder shall be sufficient for every purpose hereunder (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, to the Company addressed to it at the address of its principal office specified in the first paragraph of this instrument or at any other address previously furnished in writing to the Trustee by the Company, Attention: Vicky Smith.

I.6 NOTICE TO HOLDERS, WAIVER.

        Where this Indenture provides for notice to Holders of any event, such notice shall be sufficiently given (unless otherwise herein expressly provided) if in writing and mailed, first-class postage prepaid, or delivered by hand or overnight courier to each Holder affected by such event, at its address as it appears in the Security Register, not later than the latest date (if any), and not earlier than the earliest date (if any), prescribed for the giving of such notice. Neither the failure to mail or deliver by hand or overnight courier any such notice, nor any defect in any such notice so mailed or delivered by hand or overnight courier, to any particular Holder shall affect the sufficiency of such notice with respect to other Holders. Where this Indenture provides for notice in any manner, such notice may be waived in writing by the Person entitled to receive such notice, either before or after the event, and such waiver shall be the equivalent of such notice. Waivers of notice by Holders shall be filed with the Trustee, but such filing shall not be a condition precedent to the validity of any action taken in reliance upon such waiver.

        In case by reason of the suspension of regular mail service or by reason of any other cause it shall be impracticable to give such notice by mail, then such notification as shall be made with the approval of the Trustee shall constitute a sufficient notification for every purpose hereunder.

I.7 CONFLICT WITH TRUST INDENTURE ACT.

        If any provision hereof limits, qualifies or conflicts with a provision of the TRUST INDENTURE Act which is required under such Act to be a part of and govern this Indenture, the latter provision shall control any provision of this Indenture modifies or excludes any provision of the TRUST INDENTURE Act which may be so modified or excluded, the latter provision shall be deemed to apply to this Indenture as so modified or to be excluded, as the case may be.

I.8 EFFECT OF HEADINGS AND TABLE OF CONTENTS.

        The Article and Section headings herein and the Table of Contents are for convenience only and shall not affect the construction hereof.

I.9 SUCCESSORS AND ASSIGNS.

        All covenants and agreements in this Indenture by the Company shall bind its successors and assigns, whether so expressed or not.

I.10 SEPARABILITY CLAUSE.

        In case any provision in this Indenture or in the Securities shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

I.11 BENEFITS OF INDENTURE.

        Nothing in this Indenture or in the Securities, express or implied, shall give to any Person, other than the parties hereto and their successors hereunder and the Holders, any benefit or any legal or equitable right, remedy or claim under this Indenture.

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I.12 GOVERNING LAW.

        THIS INDENTURE AND THE SECURITIES SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAW OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO SUCH STATE’S CONFLICTS OF LAWS PRINCIPLES.

I.13 LEGAL HOLIDAYS.

        In any case where any Interest Payment Date, Redemption Date or Stated Maturity of any Security or the last date on which a Holder has the right to convert a Security at a particular conversion price shall not be a Business Day at any Place of Payment, then (notwithstanding any other provision of this Indenture or of the Securities (other than a provision of any Security which specifically states that such provision shall apply in lieu of this Section)) payment of interest or principal (and premium, if any) or, if applicable to a particular series of Securities, conversion need not be made at such Place of Payment on such date, but may be made on the next succeeding Business Day at such Place of Payment with the same force and effect as if made on the Interest Payment Date or Redemption Date, at the Stated Maturity or on such last day for conversion, as the case may be.

I.14 INDENTURE AND SECURITIES SOLELY CORPORATE OBLIGATIONS

        No recourse for the payment of the principal of or premium, if any, or interest on any Security, or for any claim based thereon or otherwise in respect thereof, and no recourse under or upon any obligation, covenant or agreement of the Company in this Indenture or in any supplemental Indenture or in any Security, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, employee, agent, officer, or director or subsidiary, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law, or by the enforcement of any assessment or penalty or otherwise; it being expressly understood that all such liability is hereby expressly waived and released as a condition of, and as a consideration for, the execution of this Indenture and the issue of the Securities.

I.15 INDENTURE MAY BE EXECUTED IN COUNTERPARTS.

        This instrument may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instruments.

ARTICLE II

SECURITY FORMS

II.1 FORMS GENERALLY.

        The Securities of each series shall be in substantially the form set forth in this Article, or in such other form as shall be established by or pursuant to a Board Resolution or in one or more Indentures supplemental hereto, in each case with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may be required to comply with the rules of any securities exchange or Depositary therefore or as may, consistently herewith, be determined by the officers executing such Securities, as evidenced by their execution thereof. If the form of Securities of any series is established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Company Order contemplated by Section 3.3 for the authentication and delivery of such Securities. Any such Board Resolution or record of such action shall have attached thereto a true and correct copy of the form of Security referred to therein and approved by or pursuant to such Board Resolution.

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II.2 FORM OF LEGEND FOR GLOBAL SECURITIES.

        Unless otherwise specified as contemplated by Section 3.1 for the Securities evidenced thereby, every Global Security authenticated and delivered hereunder shall bear a legend in substantially the following form:

SUBSEQUENT TO ORIGINAL ISSUANCE, TO THE ORIGINAL PURCHASER(S), AND AT THE DEPOSIT OF SAID SECURITY CERTIFICATE WITH ANY REGISTERED SECURITIES BROKER/DEALER, THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND SHALL BE REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”).  SAID SHARES ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144A UNDER THE ACT.  THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO RULE 144A, AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM THE REQUIREMENTS OF REGISTRATION UNDER THE ACT WHICH MIGHT BE RELIED UPON, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

II.3 FORM OF TRUSTEE’S CERTIFICATE OF AUTHENTICATION.

        The Trustee’s certificates of authentication shall be in substantially the following form:

        This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

UW Trust Company

as Trustee

By:______________________

Authorized Officer

II.4 FORM OF CONVERSION NOTICE.

        Conversion notices shall be in substantially the following form:

To: CITIZENS CAPITAL CORP.:

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        The undersigned owner of this Security hereby irrevocably exercises the option to convert this Security, or portion hereof (which is $1,000 or an integral multiple thereof) below designated, into shares of Common Stock of the Company in accordance with the terms of the Indenture referred to in this Security, and directs that the shares issuable and deliverable upon the conversion, together with any check in payment for fractional shares and any Securities representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. If this Notice is being delivered on a date after the close of business on a Regular Record Date and prior to the opening of business on the related Interest Payment Date (unless this Security or the portion thereof being converted has been called for redemption on a Redemption Date during the period beginning at the close of business on a Regular Record Date and ending at the opening of business on the first Business Day after the next succeeding Interest Payment Date, or if such Interest Payment Date is not a Business Day, the second such Business Day), this Notice is accompanied by payment, in funds acceptable to the Company, of an amount equal to the interest payable on such Interest Payment Date of the principal of this Security to be converted. If shares are to be issued in the name of a person other than the undersigned, the undersigned will pay all transfer taxes payable with respect hereto. Any amount required to be paid by the undersigned on account of interest accompanies this Security.

        Principal Amount to be Converted (in an integral multiple of $1,000, if less than all)

U.S. $_____________

Dated: ____________

Signature(s) must be guaranteed by an eligible guarantor

institution (banks, stock brokers, savings and loan

associations and credit unions with membership

in an approved signature guarantee medallion program)

pursuant to Securities and Exchange Commission Rule 17Ad-15.

-----------------------------------

Signature Guaranty

Fill in for registration of shares of Common Stock and Security if to be issued otherwise than to the registered Holder.

-------------------                                         ------------------------------------

(Name)                                                     Social Security or Other Taxpayer

                                                                 Identification Number

-------------------

(Address)

-------------------------------------

Please print Name and Address

(including zip code number)

[The above conversion notice is to be modified, as appropriate, for conversion into other securities or property of the Company.]

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ARTICLE III

THE SECURITIES

III.1 AMOUNT UNLIMITED; ISSUABLE IN SERIES.

The aggregate principal amount of Securities which may be authenticated and delivered under this Indenture is unlimited.

        The Securities may be issued in one or more series. There shall be established in or pursuant to a Board Resolution and, subject to Section 3.3, set forth, or determined in the manner provided, in an Officers’ Certificate, or established in one or more Indentures supplemental hereto, prior to the issuance of Securities of any series,

(1) the title of the Securities of the series (which shall distinguish the Securities of the series from Securities of any other series);

(2) any limit upon the aggregate principal amount of the Securities of the series which may be authenticated and delivered under this Indenture (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, other Securities of the series pursuant to Section 3.4, 3.5, 3.6, 9.6 or 11.7 and except for any Securities which, pursuant to Section 3.3, are deemed never to have been authenticated and delivered hereunder);

(3) the Person to whom any interest on a Security of the series shall be payable, if other than the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest;

(4) the date or dates on which the principal of and premium, if any, Securities of the series is payable or the method of determination thereof.

(5) the rate or rates at which any Securities of the series shall bear interest, if any, the date or dates from which any such interest shall accrue, the Interest Payment Dates on which any such interest shall be payable and the Regular Record Date for any such interest payable on any Interest Payment Date;

(6) if other than the Corporate Trust Office of Trustee, the place or places where the principal of and any premium and interest on any Securities of the series shall be payable;

(7) the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series may be redeemed, in whole or in part, at the option of the Company and, if other than by a Board Resolution, the manner in which any election by the Company to redeem the Securities shall be evidenced;

(8) the obligation, if any, of the Company to redeem or purchase any Securities of the series pursuant to any sinking fund or analogous provisions or at the option of the Holder thereof and the period or periods within which, the price or prices at which and the terms and conditions upon which any Securities of the series shall be redeemed or purchased, in whole or in part, pursuant to such obligation;

(9) if other than denominations of $1,000 and any integral multiple thereof, the denominations in which any Securities of the series shall be issuable;

(10) if the amount of principal of or any premium or interest on any Securities of the series may be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined;

(11) if other than the currency of the United States of America, the currency, currencies or currency units in which the principal of or any premium or interest on any Securities of the series shall be payable and the manner of determining the equivalent thereof in the currency of the United States of America for any purpose, including for purposes of the definition of “Outstanding” in Section 1.1;

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(12) if the principal of or any premium or interest on any Securities of the series is to be payable, at the election of the Company or the Holder thereof, in one or more currencies or currency units other than that or those in which such Securities are stated to be payable, the currency, currencies or currency units in which the principal of or any premium or interest on such Securities as to which such election is made shall be payable, the periods within which and the terms and conditions upon which such election is to be made and the amount so payable (or the manner in which such amount shall be determined);

(13) if other than the entire principal amount thereof, the portion of the principal amount of any Securities of the series which shall be payable upon declaration of acceleration of the Maturity thereof pursuant to Section 5.2;

(14) if the principal amount payable at the Stated Maturity of any Securities of the series will not be determinable as of any one or more dates prior to the Stated Maturity, the amount which shall be deemed to be the principal amount of such Securities as of any such date for any purpose there under or hereunder, including the principal amount thereof which shall be due and payable upon any Maturity other than the Stated Maturity or which shall be deemed to be Outstanding as of any date prior to the Stated Maturity (or, in any such case, the manner in which such amount deemed to be the principal amount shall be determined);

(15) if applicable, that the Securities of the series, in whole or any specified part, shall be defeasible pursuant to Section 13.2 or Section 13.3 or both such Sections and, if other than by a Board Resolution, the manner in which any election by the Company to defease such Securities shall be evidenced;

(16) if applicable, the terms of any right to convert Securities of the series into shares of Common Stock of the Company or other securities or property;

(17) if applicable, that any Securities of the series shall be issuable in whole or in part in the form of one or more Global Securities and, in such case, the respective Depositaries for such Global Securities, the form of any legend or legends which shall be borne by any such Global Security in addition to or in lieu of that set forth in Section 2.2 and any circumstances in addition to or in lieu of those set forth in Clause (2) of the last paragraph of Section 3.5 in which any such Global Security may be exchanged in whole or in part for Securities registered, and any transfer of such Global Security in whole or in part may be registered, in the name or names of Persons other than the Depositary for such Global Security or a nominee thereof;

(18) any addition to or change in the Events of Default which applies to any Securities of the series and any change in the right of the Trustee or the requisite Holders of such Securities to declare the principal amount thereof due and payable pursuant to Section 5.2;

(19) any addition to or change in the covenants set forth in Article 10 which applies to Securities of the series; and

(20) any other terms of the series (which terms shall not be inconsistent with the provisions of this Indenture, except as permitted by

Section 9.1(5)).

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        All Securities of any one series shall be substantially identical except as to denomination and except as may otherwise be provided in or pursuant to the Board Resolution referred to above and (subject to Section 3.3) set forth, or determined in the manner provided, in the Officers’ Certificate referred to above or in any such Indenture supplemental hereto.

        If any of the terms of the series are established by action taken pursuant to a Board Resolution, a copy of an appropriate record of such action shall be certified by the Secretary or an Assistant Secretary of the Company and delivered to the Trustee at or prior to the delivery of the Officers’ Certificate setting forth the terms of the series.

III.2 DENOMINATIONS.

        The Securities of each series shall be issuable only in registered form without coupons and only in such denominations as shall be specified as contemplated by Section 3.1. In the absence of any such specified denomination with respect to the Securities of any series, the Securities of such series shall be issuable in denominations of $1,000 and any integral multiple thereof.

III.3 EXECUTION, AUTHENTICATION, DELIVERY AND DATING.

        The Securities shall be executed on behalf of the Company by any two of the following of its officers: Chairman of the Board, its Chief Executive Officer, its principal financial officer, its President or one of its Vice Presidents, and attested by its Treasurer, Secretary or one of its Assistant Treasurers or Assistant Secretaries. The signature of any of these officers on the Securities may be manual or facsimile.

        Securities bearing the manual or facsimile signatures of individuals who were at any time the proper officers of the Company shall bind the Company, notwithstanding that such individuals or any of them have ceased to hold such offices prior to the authentication and delivery of such Securities or did not hold such offices at the date of such Securities.

        At any time and from time to time after the execution and delivery of this Indenture, the Company may deliver Securities of any series executed by the Company to the Trustee for authentication, together with a Company Order for the authentication and delivery of such Securities, and the Trustee in accordance with the Company Order shall authenticate and deliver such Securities. If the form or terms of the Securities of the series have been established by or pursuant to one or more Board Resolutions as permitted by Sections 2.1 and 3.1, in authenticating such Securities, and accepting the additional responsibilities under this Indenture in relation to such Securities, the Trustee shall be entitled to receive, and (subject to Section 6.1) shall be fully protected in relying upon, a copy of such Board Resolution, the Officers’ Certificate setting forth the terms of the series and an Opinion of Counsel, with such Opinion of Counsel stating,

(1) if the form of such Securities has been established by or pursuant to Board Resolution as permitted by Section 2.1;  that such form has been established in conformity with the provisions of this Indenture;

(2) if the terms of such Securities have been established by or pursuant to Board Resolution as permitted by Section 3.1, that such terms have been established in conformity with the provisions of this Indenture; and

(3) that such Securities, when authenticated and delivered by the Trustee and issued by the Company in the manner and subject to any conditions specified in such Opinion of Counsel, will constitute valid and legally binding obligations of the Company enforceable in accordance with their terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

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        If such form or terms have been so established, the Trustee shall not be required to authenticate such Securities if the issue of such Securities pursuant to this Indenture will affect the Trustee’s own rights, duties or immunities under the Securities and this Indenture or otherwise in a manner which the Trustee determines would expose it to personal liability.

        Notwithstanding the provisions of Section 3.1 and of the preceding paragraph, if all Securities of a series are not to be originally issued at one time, it shall not be necessary to deliver the Officers’ Certificate otherwise required pursuant to Section 3.1 or the Company Order and Opinion of Counsel otherwise required pursuant to such preceding paragraph at or prior to the time of authentication of each Security of such series if such documents with appropriate instructions satisfactory to the Trustee to cover such future issuances are delivered at or prior to the authentication upon original issuance of the first Security of such series to be issued.

        Each Security shall be dated the date of its authentication.

        No Security shall be entitled to any benefit under this Indenture or be valid or obligatory for any purpose unless there appears on such Security a certificate of authentication substantially in the form provided for herein executed by the Trustee by manual signature, and such certificate upon any Security shall be conclusive evidence, and the only evidence, that such Security has been duly authenticated and delivered hereunder. Notwithstanding the foregoing, if any Security shall have been authenticated and delivered hereunder but never issued and sold by the Company, and the Company shall deliver such Security to the Trustee for cancellation as provided in Section 3.9, for all purposes of this Indenture such Security shall be deemed never to have been authenticated and delivered hereunder and shall never be entitled to the benefits of this Indenture.

        Neither the Company nor the Trustee shall have any responsibility for any defect in the CUSIP number that appears on any Security, check, advice of payment or redemption notice, and any such document may contain a statement to the effect that CUSIP numbers have been assigned by an independent service for convenience of reference and that neither the Company nor the Trustee shall be liable for any inaccuracy in such numbers.

III.4 TEMPORARY SECURITIES.

        Pending the preparation of definitive Securities of any series, the Company may execute, and upon Company Order the Trustee shall authenticate and deliver, temporary Securities which are printed, lithographed, typewritten, mimeographed or otherwise produced, in any authorized denomination, substantially of the tenor of the definitive Securities in lieu of which they are issued and with such appropriate insertions, omissions, substitutions and other variations as the officers executing such Securities may determine, as evidenced by their execution of such Securities.

        If temporary Securities of any series are issued, the Company will cause definitive Securities of that series to be prepared without unreasonable delay. After the preparation of definitive Securities of such series, the temporary Securities of such series shall be exchangeable for definitive Securities of such series upon surrender of the temporary Securities of such series at the office or agency of the Company in a Place of Payment for that series, without charge to the Holder. Upon surrender for cancellation of any one or more temporary Securities of any series, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefore one or more definitive Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount. Until so exchanged, the temporary Securities of any series shall in all respects be entitled to the same benefits under this Indenture as definitive Securities of such series and tenor.

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III.5 REGISTRAR; REGISTRATION OF TRANSFER AND EXCHANGE.

        The Company shall cause to be kept at the Executive Office of the Trustee, a register (the register maintained in such office and in any other office or agency of the Company in a Place of Payment being herein sometimes collectively referred to as the “Security Register”) in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Securities and of transfers of Securities. The Trustee is hereby appointed “Security Registrar” for the purpose of registering Securities and transfers of Securities as herein provided.

        Upon surrender for registration of transfer of any Security of a series at the Office of the Trustee, the Company shall cause to be executed, and the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount.

        At the option of the Holder, Securities of any series may be exchanged for other Securities of the same series, of any authorized denominations and of like tenor and aggregate principal amount, upon surrender of the Securities to be exchanged at such office or agency. Whenever any Securities are so surrendered for exchange, the Company shall execute, and the Trustee shall authenticate and deliver, the Securities which the Holder making the exchange is entitled to receive.

        All Securities issued upon any registration of transfer or exchange of Securities shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Securities surrendered upon such registration of transfer or exchange.

        Every Security presented or surrendered for registration of transfer or for exchange shall (if so required by the Company or the Trustee) be duly endorsed, or be accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed, by the Holder thereof or its attorney duly authorized in writing.

        The Trustee’s charge for processing any registration of transfer or exchange of Securities is contained on its published fee schedule.  In addition, the Company may require payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Securities, other than exchanges pursuant to Section 3.4, 9.6 or 11.7 not involving any transfer.

        If the Securities of any series (or of any series and specified tenor) are to be redeemed in part, the Company shall not be required (A) to issue, register the transfer of or exchange any Securities of that series (or of that series and specified tenor, as the case may be) during a period beginning at the opening of business 15 days before the day of the mailing of a notice of redemption of any such Securities selected for redemption under Section 11.3 and ending at the close of business on the day of such mailing, or (B) to register the transfer of or exchange any Security so selected for redemption in whole or in part, except the unredeemed portion of any Security being redeemed in part.

        The provisions of Clauses (1), (2), (3) and (4) below shall apply only to Global Securities:

(1) Each Global Security authenticated under this Indenture shall be registered in the name of the Depositary designated for such Global Security or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian therefore, and each such Global Security shall constitute a single Security for all purposes of this Indenture.

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(2) Notwithstanding any other provision in this Indenture, no Global Security may be exchanged in whole or in part for Securities registered, and no transfer of a Global Security in whole or in part may be registered, in the name of any Person other than the Depositary for such Global Security or a nominee thereof unless (A) such Depositary (i) has notified the Company that it is unwilling or unable to continue as Depositary for such Global Security or (ii) has ceased to be a clearing agency registered under the Exchange Act, (B) there shall have occurred and be continuing an Event of Default with respect to such Global Security or (C) there shall exist such circumstances, if any, in addition to or in lieu of the foregoing as have been specified for this purpose as contemplated by Section 3.1.

(3) Subject to Clause (2) above, any exchange of a Global Security for other Securities may be made in whole or in part, and all Securities issued in exchange for a Global Security or any portion thereof shall be registered in such names as the Depositary for such Global Security shall direct.

(4) Every Security authenticated and delivered upon registration of transfer of, or in exchange for or in lieu of, a Global Security or any portion thereof, whether pursuant to this Section, Section 3.4, 3.6, 9.6 or 11.7 or otherwise, shall be authenticated and delivered in the form of, and shall be, a Global Security, unless such Security is registered in the name of a Person other than the Depositary for such Global Security or a nominee thereof.

III.6 MUTILATED, DESTROYED, LOST AND STOLEN SECURITIES.

        If any mutilated Security is surrendered to the Trustee, the Company shall execute and the Trustee shall authenticate and deliver in exchange therefore a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

        If there shall be delivered to the Company and the Trustee (i) evidence to their satisfaction of the destruction, loss or theft of any Security and (ii) such security or indemnity as may be required by them to save each of them and any agent of either of them harmless, then, in the absence of notice to the Company or the Trustee that such Security has been acquired by a bona fide purchaser, the Company shall execute and the Trustee shall authenticate and deliver, in lieu of any such destroyed, lost or stolen Security, a new Security of the same series and of like tenor and principal amount and bearing a number not contemporaneously outstanding.

        In case any such mutilated, destroyed, lost or stolen Security has become or is about to become due and payable, the Company in its discretion may, instead of issuing a new Security, pay such Security.

        Upon the issuance of any new Security under this Section, the Company may require the payment of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other expenses (including the fees and expenses of the Trustee) connected therewith.

        Every new Security of any series issued pursuant to this Section in lieu of any destroyed, lost or stolen Security shall constitute an original additional contractual obligation of the Company, whether or not the destroyed, lost or stolen Security shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Bond Indenture equally and proportionately with any and all other Securities of that series duly issued hereunder.

        The provisions of this Section are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities.

III.7 PAYMENT OF INTEREST; INTEREST RIGHTS PRESERVED.

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        Except as otherwise provided as contemplated by Section 3.1 with respect to any series of Securities, interest on any Security which is payable, and is punctually paid or duly provided for, on any Interest Payment Date shall be paid to the Person in whose name that Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest.

        Any interest on any Security of any series which is payable, but is not punctually paid or duly provided for, on any Interest Payment Date (herein called “Defaulted Interest”) shall forthwith cease to be payable to the Holder on the relevant Regular Record Date by virtue of having been such Holder, and such Defaulted Interest may be paid by the Company, at its election in each case, as provided in Clause (1) or (2) below:

(1) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on a Special Record Date for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Security of such series and the date of the proposed payment, and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this Clause provided. Thereupon the Trustee shall fix a Special Record Date for the payment of such Defaulted Interest which shall be not more than 15 days and not less than 10 days prior to the date of the proposed payment and not less than 10 days after the receipt by the Trustee of the notice of the proposed payment. The Trustee shall promptly notify the Company of such Special Record Date and, in the name and at the expense of the Company, shall cause notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore to be given to each Holder of Securities of such series in the manner set forth in Section 1.6, not less than 10 days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date therefore having been so mailed, such Defaulted Interest shall be paid to the Persons in whose names the Securities of such series (or their respective Predecessor Securities) are registered at the close of business on such Special Record Date and shall no longer be payable pursuant to the following Clause (2).

(2) The Company may make payment of any Defaulted Interest on the Securities of any series in any other lawful manner not inconsistent with the requirements of any securities exchange on which such Securities may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this Clause, such manner of payment shall be deemed practicable by the Trustee.

        Subject to the foregoing provisions of this Section, each Security delivered under this Indenture upon registration of transfer of or in exchange for or in lieu of any other Security shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Security.

        Subject to the provisions of Section 14.2, in the case of any Security (or any part thereof) which is converted after any Regular Record Date and on or prior to the next succeeding Interest Payment Date (other than any Security the principal of (or premium, if any, on) which shall become due and payable, whether at Stated Maturity or by declaration of acceleration prior to such Interest Payment Date), interest whose Stated Maturity is on such Interest Payment Date shall be payable on such Interest Payment Date notwithstanding such conversion and such interest (whether or not punctually paid or duly provided for) shall be paid to the Person in whose name that Security (or any one or more Predecessor Securities) is registered at the close of business on such Regular Record Date. Except as otherwise expressly provided in the immediately preceding sentence or in Section 14.2, in the case of any Security (or any part thereof) which is converted, interest whose Stated Maturity is after the date of conversion of such Security (or such part thereof) shall not be payable.

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III.8 PERSONS DEEMED OWNERS.

        Prior to due presentment of a Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name such Security is registered as the owner of such Security for the purpose of receiving payment of principal of and any premium and (subject to Section 3.7) any interest on such Security and for all other purposes whatsoever, whether or not such Security be overdue, and neither the Company, the Trustee nor any agent of the Company or the Trustee shall be affected by notice to the contrary.

III.9 CANCELLATION.

        All Securities surrendered for payment, redemption, registration of transfer or exchange or for credit against any sinking fund payment shall, if surrendered to any Person other than the Trustee, be delivered to the Trustee and shall be promptly canceled by it. The Company may at any time deliver to the Trustee for cancellation any Securities previously authenticated and delivered hereunder which the Company may have acquired in any manner whatsoever, and may deliver to the Trustee (or to any other Person for delivery to the Trustee) for cancellation any Securities previously authenticated hereunder which the Company has not issued and sold, and all Securities so delivered shall be promptly canceled by the Trustee.  No Securities shall be authenticated in lieu of or in exchange for any Securities canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Securities held by the Trustee shall be disposed of as directed by a Company Order.

III. 10.  COMPUTATION OF INTEREST.

        Except as otherwise specified as contemplated by Section 3.1 for Securities of any series, interest on the Securities of each series shall be computed on the basis of a 360-day year of twelve 30-day months.

III. 11 CUSIP NUMBERS.

        The Company in issuing the Securities series may use “CUSIP” number (if then generally in use), and, if so, the Trustee shall use “CUSIP” numbers in notices of redemption as a convenience to Holders; provided, that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Securities or as contained in any notice of a redemption and that reliance may be placed only on the other identification numbers printed on the Securities, and any such redemption shall not be affected by any defect in or omission of such CUSIP number.  The Company will promptly notify the Trustee of any change in the CUSIP numbers.

ARTICLE IV

SATISFACTION AND DISCHARGE

IV.1 SATISFACTION AND DISCHARGE OF INDENTURE.

        This Indenture shall upon Company Request cease to be of further effect (except as to any surviving rights of registration of transfer or exchange of Securities herein expressly provided for), and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging satisfaction and discharge of this Indenture, when

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(1) either

(A) all Securities theretofore authenticated and delivered (other than (i) Securities which have been destroyed, lost or stolen and which have been replaced or paid as provided in Section 3.6 and (ii) Securities for whose payment money has theretofore been deposited in trust or segregated and held in trust by the Trustee or the Company and thereafter repaid to the Company or discharged from such trust, as provided in Section 10.3) have been delivered to the Trustee for cancellation; or

(B) all such Securities not theretofore delivered to the Trustee for cancellation

    (i)   have become due and payable, or

    (ii)  will become due and payable at their Stated Maturity within one year, or

    (iii) are to be called for redemption within one year under arrangements satisfactory to the Trustee for the giving of notice of redemption by the Trustee in the name, and at the expense, of the Company, and the Company, in the case of (i), (ii) or (iii) above, has deposited or caused to be deposited with the Trustee as trust funds in trust for the purpose of making the following payments, money in an amount sufficient to pay and discharge the entire indebtedness on such Securities not theretofore delivered to the Trustee for cancellation, for principal and any premium and interest to the date of such deposit (in the case of Securities which have become due and payable) or to the Stated Maturity or Redemption Date, as the case may be;

(2) the Company has paid or caused to be paid all other sums payable hereunder by the Company; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent herein provided for relating to the satisfaction and discharge of this Indenture have been complied with.

        Notwithstanding the satisfaction and discharge of this Indenture, the obligations of the Company to the Trustee under Section 6.7, the obligations of the Trustee  to any Authenticating Agent under Section 6.14 and, if money shall have been deposited with the Trustee pursuant to sub clause (B) of Clause (1) of this Section, the obligations of the Trustee under Section 4.2 and the last paragraph of Section 10.3 shall survive.

IV.2 APPLICATION OF TRUST ACCOUNTS MONEY.

        Subject to the provisions of the last paragraph of Section 10.3, all money deposited with the Trustee  pursuant to Section 4.1 shall be held in trust and applied by it, in accordance with the provisions of the Securities and this Indenture, to the payment, either directly or through any Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Persons entitled thereto, of the principal and any premium and interest for whose payment such money has been deposited with the Trustee.

ARTICLE V

REMEDIES

V.1 EVENTS OF DEFAULT.

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        “Event of Default,” wherever used herein with respect to Securities of any series, means any one of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(1) default in the payment of any interest upon any Security of that series when it becomes due and payable, and continuance of such default for a period of 30 days; or

(2) default in the payment of the principal of or any premium on any Security of that series at its Maturity; or

(3) default in the deposit of any sinking fund payment, when and as due by the terms of a Security of that series; or

(4) default in the performance, or breach, of any covenant or warranty of the Company in this Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in this Indenture solely for the benefit of series of Securities other than that series), and continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in principal amount of the Outstanding Securities of that series a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder; or

(5) the entry by a court having jurisdiction in the premises of (A) a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (B) a decree or order adjudging the Company a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, Trustee, sequestrate or other similar official of the Company or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or

(6) the commencement by the Company of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Company in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, Trustee, sequestrator or other similar official of the Company or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company in furtherance of any such action; or

(7) any other Event of Default provided with respect to Securities of that series.

V.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

        If an Event of Default (other than an Event of Default specified in Section 5.1(5) or 5.1(6)) with respect to Securities of any series at the time Outstanding occurs and is continuing, then in every such case the Trustee or the Holders of not less than 25% in principal amount of the Outstanding Securities of that series may declare the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) to be due and payable immediately, by a notice in writing to the Company (and to the Trustee if given by Holders), and upon any such declaration such principal amount (or specified amount) shall become immediately due and payable. If an Event of Default specified in Section 5.1(5) or 5.1(6) with respect to Securities of any series at the time Outstanding occurs, the principal amount of all the Securities of that series (or, if any Securities of that series are Original Issue Discount Securities, such portion of the principal amount of such Securities as may be specified by the terms thereof) shall automatically, and without any declaration or other action on the part of the Trustee or any Holder, become immediately due and payable.

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        At any time after such a declaration of acceleration with respect to Securities of any series has been made and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided, the Holders of a majority in principal amount of the Outstanding Securities of that series, by written notice to the Company and the Trustee, may rescind and annul such declaration and its consequences if

(1)     the Company has paid or deposited with the Trustee a sum sufficient to pay

        all overdue interest on all Securities of that series,

        the principal of (and premium, if any, on) any Securities of that series which have become due otherwise than by such declaration of acceleration and any interest thereon at the rate or rates prescribed therefore in such Securities,

        to the extent that payment of such interest is lawful, interest upon overdue interest at the rate or rates prescribed therefore in such Securities, and

all sums paid or advanced by the Trustee hereunder and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel; and

(1) all Events of Default with respect to Securities of that series, other than the non-payment of the principal of Securities of that series which have become due solely by such declaration of acceleration, have been cured or waived as provided in Section 5.13. No such rescission shall affect any subsequent default or impair any right consequent thereon.

V.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.

      The Company covenants that if

(1) default is made in the payment of any interest on any Security when such interest becomes due and payable and such default continues for a period of 30 days, or

(2) default is made in the payment of the principal of (or premium, if any, on) any Security at the Maturity thereof, the Company will, upon demand of the Trustee, pay to it, for the benefit of the Holders of such Securities, the whole amount then due and payable on such Securities for principal and any premium and interest and, to the extent that payment of such interest shall be legally enforceable, interest on any overdue principal and premium and on any overdue interest, at the rate or rates prescribed therefore in such Securities, and, in addition thereto, such further amount as shall be sufficient to cover the costs and expenses of collection, including the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel.

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        If an Event of Default with respect to Securities of any series occurs and is continuing, the Trustee may in its discretion proceed to protect and enforce its rights and the rights of the Holders of Securities of such series by such appropriate judicial proceedings as the Trustee shall deem most effectual to protect and enforce any such rights, whether for the specific enforcement of any covenant or agreement in this Indenture or in aid of the exercise of any power granted herein, or to enforce any other proper remedy.

V.4 TRUSTEE MAY FILE PROOFS OF CLAIM.

        In case of any judicial proceeding relative to the Company (or any other obligor upon the Securities), its property or its creditors, the Trustee shall be entitled and empowered, by intervention in such proceeding or otherwise, to take any and all actions authorized under the TRUST INDENTURE Act in order to have claims of the Holders and the Trustee allowed in any such proceeding. In particular, the Trustee shall be authorized to collect and receive any Monies or other property payable or deliverable on any such claims and to distribute the same; and any custodian, receiver, assignee, Trustee, liquidator, sequestrator or other similar official in any such judicial proceeding is hereby authorized by each Holder to make such payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Holders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, and any other amounts due the Trustee under Section 6.7.

        No provision of this Indenture shall be deemed to authorize the Trustee to authorize or consent to or accept or adopt on behalf of any Holder any plan of reorganization, arrangement, adjustment or composition affecting the Securities or the rights of any Holder thereof or to authorize the Trustee to vote in respect of the claim of any Holder in any such proceeding; provided, however, that the Trustee  may, on behalf of the Holders, vote for the election of a Trustee in bankruptcy or similar official and be a member of a creditors’ or other similar committee.

V.5 TRUSTEE MAY ENFORCE CLAIMS WITHOUT POSSESSION OF SECURITIES.

        All rights of action and claims under this Indenture or the Securities may be prosecuted and enforced by the Trustee without the possession of any of the Securities or the production thereof in any proceeding relating thereto, and any such proceeding instituted by the Trustee shall be brought in its own name as Trustee of an express trust, and any recovery of judgment shall, after provision for the payment of the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel, be for the ratable benefit of the Holders of the Securities in respect of which such judgment has been recovered.

V.6 APPLICATION OF MONEY COLLECTED.

        Any money collected by the Trustee pursuant to this Article shall be applied in the following order, at the date or dates fixed by the Trustee and, in case of the distribution of such money on account of principal or any premium or interest, upon presentation of the Securities and the notation thereon of the payment if only partially paid and upon surrender thereof if fully paid:

        FIRST: To the payment of all amounts due the Trustee under Section 6.7;

        SECOND: To the payment of the amounts then due and unpaid for principal of and any premium, if any, and interest on the Securities in respect of which or for the benefit of which such money has been collected, ratably, without preference or priority of any kind, according to the amounts due and payable on such Securities for principal and any premium, if any, and interest, respectively; and

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        THIRD: The balance, if any, to the Company or any other Person or Persons entitled thereto.

V.7 LIMITATION ON SUITS.

        No Holder of any Security of any series shall have any right to institute any proceeding, judicial or otherwise, with respect to this Indenture, or for the appointment of a receiver or Trustee, or for any other remedy hereunder, unless

(1) such Holder has previously given written notice to the Trustee of a continuing Event of Default with respect to the Securities of that series;

(2) the Holders of not less than 25% in principal amount of the Outstanding Securities of that series shall have made written request to the Trustee to institute proceedings in respect of such Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee reasonable indemnity against the costs, expenses and liabilities to be incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such notice, request and offer of indemnity has failed to institute any such proceeding; and

(5) no direction inconsistent with such written request has been given to the Trustee during such 60-day period by the Holders of a majority in principal amount of the Outstanding Securities of that series; it being understood and intended that no one or more of such Holders shall have any right in any manner whatever by virtue of, or by availing of, any provision of this Indenture to affect, disturb or prejudice the rights of any other of such Holders, or to obtain or to seek to obtain priority or preference over any other of such Holders or to enforce any right under this Indenture, except in the manner herein provided and for the equal and ratable benefit of all of such Holders.

V.8 UNCONDITIONAL RIGHT OF HOLDERS TO RECEIVE PRINCIPAL, PREMIUM AND INTEREST AND TO CONVERT.

        Notwithstanding any other provision in this Indenture, the Holder of any Security shall have the right, which is absolute and unconditional, to receive payment of the principal of and any premium and (subject to Section 3.7) interest on such Security on the respective Stated Maturities expressed in such Security (or, in the case of redemption, on the Redemption Date), to convert such Securities in accordance with Article 14 to the extent that such right to convert is applicable to such Security and to institute suit for the enforcement of any such payment, and such rights shall not be impaired without the consent of such Holder.

V.9 RESTORATION OF RIGHTS AND REMEDIES.

        If the Trustee or any Holder has instituted any proceeding to enforce any right or remedy under this Indenture and such proceeding has been discontinued or abandoned for any reason, or has been determined adversely to the Trustee or to such Holder, then and in every such case, subject to any determination in such proceeding, the Company, the Trustee and the Holders shall be restored severally and respectively to their former positions hereunder and thereafter all rights and remedies of the Trustee and the Holders shall continue as though no such proceeding had been instituted.

V.10 RIGHTS AND REMEDIES CUMULATIVE.

        Except as otherwise provided with respect to the replacement or payment of mutilated, destroyed, lost or stolen Securities in the last paragraph of Section 3.6, no right or remedy herein conferred upon or reserved to the Trustee or to the Holders is intended to be exclusive of any other right or remedy, and every right and remedy shall, to the extent permitted by law, be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other appropriate right or remedy.

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V.11 DELAY OR OMISSION NOT WAIVER.

        No delay or omission of the Trustee or of any Holder of any Securities to exercise any right or remedy accruing upon any Event of Default shall impair any such right or remedy or constitute a waiver of any such Event of Default or an acquiescence therein. Every right and remedy given by this Article or by law to the Trustee or to the Holders may be exercised from time to time, and as often as may be deemed expedient, by the Trustee (subject to the limitations contained in this Indenture) or by the Holders, as the case may be.

V.12 CONTROL BY HOLDERS.

        The Holders of a majority in principal amount of the Outstanding Securities of any series shall have the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect to the Securities of such series, provided that:

(1) such direction shall not be in conflict with any rule of law or with this Indenture and the Trustee shall not have determined that the action so directed would be unjustly prejudicial to Holders of Securities of that series, or any other series, not taking part in such direction; and

(2) the Trustee may take any other action deemed proper by the Trustee which is not inconsistent with such direction or this Indenture.

V.13 WAIVER OF PAST DEFAULTS.

        The Holders of not less than a majority in principal amount of the Outstanding Securities of any series may on behalf of the Holders of all the Securities of such series waive any past default hereunder with respect to such series and its consequences, except:

(1) a default in the payment of the principal of or any premium or interest on any Security of such series; or

(2) to the extent such right is applicable to such Security, a failure by the Company on request to convert any Security into Common Stock; or

(3) in respect of a covenant or provision hereof which under Article 9 cannot be modified or amended without the consent of the Holder of each Outstanding Security of such series affected.

        Upon any such waiver, such default shall cease to exist, and any Event of Default arising there from shall be deemed to have been cured, for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other default or impair any right consequent thereon.

V.14 UNDERTAKING FOR COSTS.

        In any suit for the enforcement of any right or remedy under this Indenture, or in any suit against the Trustee for any action taken, suffered or omitted by it as Trustee, a court may require any party litigant in such suit to file an undertaking to pay the costs of such suit, and may assess costs against any such party litigant, in the manner and to the extent provided in the TRUST INDENTURE Act; provided that neither this Section nor the TRUST INDENTURE Act shall be deemed to authorize any court to require such an undertaking or to make such an assessment in any suit instituted by the Company or in any suit for the enforcement of the right to convert any Security in accordance with Article 14.

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V.15 WAIVER OF USURY, STAY OR EXTENSION LAWS.

        The Company covenants (to the extent that it may lawfully do so) that it will not at any time insist upon, or plead, or in any manner whatsoever claim or take the benefit or advantage of, any usury, stay or extension law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent that it may lawfully do so) hereby expressly waives all benefit or advantage of any such law and covenants that it will not hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE VI

THE TRUSTEE

VI.1 CERTAIN DUTIES AND RESPONSIBILITIES.

        The duties and responsibilities of the Trustee shall be as provided by the TRUST INDENTURE Act. Notwithstanding the foregoing, no provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder, or in the exercise of any of its rights or powers if it shall have reasonable grounds for believing that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it. Whether or not therein expressly so provided, every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section.

VI.2 NOTICE OF DEFAULTS.

        If a default occurs hereunder with respect to Securities of any series, the Trustee shall give the Holders of Securities of such series notice of such default as and to the extent provided by the TRUST INDENTURE Act; provided, however, that in the case of any default of the character specified in Section 5.1(4) with respect to Securities of such series, no such notice to Holders shall be given until at least 30 days after the occurrence thereof. For the purpose of this Section, the term “default” means any event which is, or after notice or lapse of time or both would become, an Event of Default with respect to Securities of such series.

VI.3 CERTAIN RIGHTS OF TRUSTEE.

        Subject to the provisions of Section 6.1:

(1) the Trustee may rely and shall be protected in acting or refraining from acting upon any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, Bond, other evidence of indebtedness or other paper or document believed by it to be genuine and to have been signed or presented by the proper party or parties;

(2) any request or direction of the Company mentioned herein shall be sufficiently evidenced by a Company Request or Company Order, and any resolution of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

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(3) whenever in the administration of this Indenture the Trustee shall deem it desirable that a matter be proved or established prior to taking, suffering or omitting any action hereunder, the Trustee  (unless other evidence be herein specifically prescribed) is entitled to and may, in the absence of bad faith on its part, rely upon an Officers’ Certificate;

(4) the Trustee may consult with counsel, of its own selection, and the written advice of such counsel or any Opinion of Counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted by it hereunder in good faith and in reliance thereon;

(5) the Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request or direction of any of the Holders pursuant to this Indenture, unless such Holders shall have offered to the Trustee reasonable security or indemnity against the costs, expenses and liabilities which might be incurred by it in compliance with such request or direction;

(6) the Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, direction, consent, order, bond, debenture, Bond, other evidence of indebtedness or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit, and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney;

(7) the Trustee shall not be liable for any action taken or omitted by it in good faith and reasonably believed by it to be authorized or within the discretion, rights, or powers conferred upon it by the Indenture, and

(8) the Trustee may execute any of the trusts or powers hereunder or perform any duties hereunder either directly or by or through agents or attorneys and the Trustee shall not be responsible for any misconduct or negligence on the part of any agent or attorney appointed with due care by it hereunder.

VI.4 NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF SECURITIES

        The recitals contained herein and in the Securities, except the Trustee’s certificates of authentication, shall be taken as the statements of the Company, and neither the Trustee nor any Authenticating Agent assumes any responsibility for their correctness. The Trustee makes no representations as to the validity, sufficiency or priority of this Indenture or of the Securities. Neither the Trustee nor any Authenticating Agent shall be accountable for the use or application by the Company of Securities or the proceeds thereof.

VI.5 MAY HOLD SECURITIES AND ACT AS TRUSTEE UNDER OTHER INDENTURES.

        The Trustee, any Authenticating Agent, any Paying Agent, any Security Registrar or any other agent of the Company, in its individual or any other capacity, may become the owner or pledgee of Securities and, subject to Sections 6.8 and 6.13, may otherwise deal with the Company with the same rights it would have if it were not Trustee, Authenticating Agent, Paying Agent, Security Registrar or such other

agent.

        Subject to the limitations imposed by the TRUSTEE INDENTURE Act, nothing in this Indenture shall prohibit the Trustee from becoming and acting as Trustee under other Indentures under which other securities, or certificates of interest of participation in other securities, of the Company are outstanding in the same manner as if it were not Trustee hereunder.

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VI.6 MONEY HELD IN TRUST.

        Money held by the Trustee in trust hereunder need not be segregated from other funds except to the extent required by law. The Trustee shall be under no liability for interest on any money received by it hereunder except as otherwise agreed with the Company.

VI.7 COMPENSATION AND REIMBURSEMENT.

      The Company covenants and agrees:

(1) to pay to the Trustee from time to time reasonable compensation for all services rendered by it hereunder (which compensation shall not be limited by any provision of law in regard to the compensation of a Trustee of an express trust);

(2) except as otherwise expressly provided herein, to reimburse the Trustee upon its request for all reasonable expenses, disbursements and advances incurred or made by the Trustee in accordance with any provision of this Indenture (including the reasonable compensation and the expenses and disbursements of its agents and counsel), except any such expense, disbursement or advance as may be attributable to its negligence or bad faith;

(3) to indemnify each of the Trustee,  and any predecessor or successor Trustee (and its officers, agents, directors and employees) for, and to hold it harmless against, any and all loss, liability, claim damage, or expense (including taxes and/or reasonable attorney fees and expenses) incurred without gross negligence or bad faith on its part, arising out of or in connection with the acceptance or administration of the trust or trusts hereunder, including the costs and expenses of defending itself against any claim, whether asserted by the Company, any Holder or any other Person, or liability in connection with the exercise or performance of any of its powers or duties hereunder; and

(4) that the payment and reimbursement terms and conditions set forth in the Schedule of Fees executed and delivered by the Company to the Trustee, including the special service charges for administration, are reasonable.

    The Company shall defend the claim and the Trustee shall cooperate in the defense. The Trustee may have separate legal counsel and if the Company does not defend the claim, the Company shall pay the reasonable fees and expenses of such counsel, provided, that, if there may be legal defenses available to the Trustee which are different from or additional to those available to the Company, the Trustee shall have the right to select separate counsel to assert such legal defenses and to participate in the defense of such action on behalf of the Trustee with the cost and expenses of Trustee’s separate counsel to be paid by the Company.  The Company need not pay for any settlement made without its consent, which consent shall not be unreasonably withheld.

    The Trustee shall have lien prior to the Securities upon all property and funds held by it hereunder for any amount owing it or any predecessor Trustee pursuant to this Section VI.7, except with respect to funds held in trust to pay principal and interest of particular Securities.

     Without limiting any rights available to the Trustee under applicable law, when the Trustee incurs expenses or renders services in connection with an Event of Default specified in Section V.1(5) or Section V.1(6), the expenses (including the reasonable charges and expenses of its agents and counsel) and the compensation for the services are intended to constitute expenses of administration under any applicable federal or state bankruptcy, insolvency or other similar law.

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     The provisions of the Section shall survive the satisfaction and discharge of this Indenture and the resignation or removal of the Trustee.

VI.8 CONFLICTING INTERESTS.

        If the Trustee has or shall acquire a conflicting interest within the meaning of the TRUST INDENTURE Act, the Trustee shall either eliminate such interest or resign, to the extent and in the manner provided by, and subject to the provisions of, the TRUST INDENTURE Act and this Indenture. To the extent permitted by such Act, the Trustee shall not be deemed to have a conflicting interest by virtue of being a Trustee under this Indenture with respect to Securities of more than one series.

VI.9 CORPORATE TRUSTEE REQUIRED; ELIGIBILITY.

        There shall at all times be one (and only one) Trustee hereunder with respect to the Securities of each series, which may be Trustee hereunder for Securities of one or more other series. Each Trustee  shall be a Person that is eligible pursuant to the TRUST INDENTURE Act to act as such and has (or if the Trustee is an affiliate of a bank holding company system, its bank holding company has) a combined capital and surplus of at least $50,000,000. If any such Person or bank holding company publishes reports of condition at least annually, pursuant to law or to the requirements of its supervising or examining authority, then for the purposes of this Section and to the extent permitted by the INDENTURE Act, the combined capital and surplus of such Person or bank holding company shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. If at any time the Trustee with respect to the Securities of any series shall cease to be eligible in accordance with the provisions of this Section, it shall resign immediately in the manner and with the effect hereinafter specified in this Article.

VI.10 RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR.

        No resignation or removal of the Trustee and no appointment of a successor Trustee pursuant to this Article shall become effective until the acceptance of appointment by the successor Trustee in accordance with the applicable requirements of Section 6.11.

        The Trustee may resign at any time with respect to the Securities of one or more series by giving written notice thereof to the Company. If the instrument of acceptance by a successor Trustee required by Section 6.11 shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

        The Trustee may be removed at any time with respect to the Securities of any series by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series, delivered to the Trustee and to the Company.

        If at any time:

(1) the Trustee shall fail to comply with Section 6.8 after written request therefore by the Company or by any Holder who has been a bona fide Holder of a Security for at least six months, or

(2) the Trustee shall cease to be eligible under Section 6.9 and shall fail to resign after written request therefore by the Company or by any such Holder, or

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(3) the Trustee shall become incapable of acting or shall be adjudged a bankrupt or insolvent or a receiver of the Trustee or of its property shall be appointed or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then, in any such case, (A) the Company by a Board Resolution may remove the Trustee  with respect to all Securities, or (B) subject to Section 5.14, any Holder who has been a bona fide Holder of a Security for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee with respect to all Securities and the appointment of a successor Trustee or Trustee.

        If the Trustee shall resign, be removed or become incapable of acting, or if a vacancy shall occur in the office of Trustee for any cause, with respect to the Securities of one or more series, the Company, by a Board Resolution, shall promptly appoint a successor Trustee or Trustee with respect to the Securities of that or those series (it being understood that any such successor Trustee may be appointed with respect to the Securities of one or more or all of such series and that at any time there shall be only one Trustee with respect to the Securities of any particular series) and shall comply with the applicable requirements of Section 6.11. If, within one year after such resignation, removal or incapability, or the occurrence of such vacancy, a successor Trustee with respect to the Securities of any series shall be appointed by Act of the Holders of a majority in principal amount of the Outstanding Securities of such series delivered to the Company and the retiring Trustee, the successor Trustee so appointed shall, forthwith upon its acceptance of such appointment in accordance with the applicable requirements of Section 6.11, become the successor Trustee with respect to the Securities of such series and to that extent supersede the successor Trustee appointed by the Company.  If no successor Trustee with respect to the Securities of any series shall have been so appointed by the Company or the Holders and accepted appointment in the manner required by Section 6.11, the retiring Trustee may petition, or any Holder who has been a bona fide Holder of a Security of such series for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the appointment of a successor Trustee with respect to the Securities of such series.

        The Company shall give notice of each resignation and each removal of the Trustee with respect to the Securities of any series and each appointment of a successor Trustee with respect to the Securities of any series to all Holders of Securities of such series in the manner provided in Section 1.6. Each notice shall include the name of the successor Trustee with respect to the Securities of such series and the address of its Corporate Trust Office.

VI.11 ACCEPTANCE OF APPOINTMENT BY SUCCESSOR.

        In case of the appointment hereunder of a successor Trustee with respect to all Securities, every such successor Trustee so appointed shall execute, acknowledge and deliver to the Company and to the retiring Trustee an instrument accepting such appointment, and thereupon the resignation or removal of the retiring Trustee shall become effective and such successor Trustee without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee; but, on the request of the Company or the successor Trustee, such retiring Trustee shall, upon payment of its charges, execute and deliver an instrument transferring to such successor Trustee all the rights, powers and trusts of the retiring Trustee and shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder.

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        In case of the appointment hereunder of a successor Trustee with respect to the Securities of one or more (but not all) series, the Company, the retiring Trustee and each successor Trustee with respect to the Securities of one or more series shall execute and deliver an Indenture supplemental hereto wherein each successor Trustee shall accept such appointment and which (1) shall contain such provisions as shall be necessary or desirable to transfer and confirm to, and to vest in, each successor Trustee all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates, (2) if the retiring Trustee is not retiring with respect to all Securities, shall contain such provisions as shall be deemed necessary or desirable to confirm that all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series as to which the retiring Trustee is not retiring shall continue to be vested in the retiring Trustee, and (3) shall add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, it being understood that nothing herein or in such supplemental Indenture shall constitute such Trustee co Trustee of the same trust and that each such Trustee shall be Trustee of a trust or trusts hereunder separate and apart from any trust or trusts hereunder administered by any other such Trustee; and upon the execution and delivery of such supplemental Indenture the resignation or removal of the retiring Trustee shall become effective to the extent provided therein and each such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts and duties of the retiring Trustee with respect to the Securities of that or those series to which the appointment of such successor Trustee relates; but, on request of the Company or any successor Trustee, such retiring Trustee  shall duly assign, transfer and deliver to such successor Trustee all property and money held by such retiring Trustee hereunder with respect to the Securities of that or those series to which the appointment of such successor Trustee relates.

        Upon request of any such successor Trustee, the Company shall execute any and all instruments for more fully and certainly vesting in and confirming to such successor Trustee all such rights, powers and trusts referred to in the first or second preceding paragraph, as the case may be.

        No successor Trustee shall accept its appointment unless at the time of such acceptance such successor Trustee shall be qualified and eligible under this Article.

VI.12 MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO BUSINESS.

        Any corporation into which the Trustee may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which the Trustee shall be a party, or any corporation succeeding to all or substantially all the corporate agency business of the Trustee, shall be the successor of the Trustee hereunder, provided such corporation shall be otherwise qualified and eligible under this Article, without the execution or filing of any paper or any further act on the part of any of the parties hereto. In case any Securities shall have been authenticated, but not delivered, by the Trustee then in office, any successor by merger, conversion or consolidation to such authenticating Trustee may adopt such authentication and deliver the Securities so authenticated with the same effect as if such successor Trustee had itself authenticated such Securities.

VI.13 PREFERENTIAL COLLECTION OF CLAIMS AGAINST COMPANY.

        If and when the Trustee shall be or become a creditor of the Company (or any other obligor upon the Securities), the Trustee shall be subject to the provisions of the TRUST INDENTURE Act regarding the collection of claims against the Company (or any such other obligor).

VI.14 INVESTMENT OF CERTAIN PAYMENTS HELD BY THE TRUSTEE.

Any amounts held by the Trustee hereunder shall be invested by the Trustee in a negotiated order of withdrawal or transaction account maintained by Collateral Agent at United Western Bank on behalf of the Bond Purchaser, Bond Issuer and Pledgor (the “United Western Bank NOW Account”).  All parties to this Agreement understand the United Western Bank NOW Account will pay a rate of interest on the funds deposited therein which is determined by referenced to a published money rate index (the “Index”) as disclosed from time to time on the Collateral Agent’s website.  The initial Index in force shall be the “Interest Checking” rate as published in the “Latest Week” column of the “Other Money Rate’s” portion of the “Market Laboratory/Economic Indicators” section of the last weekly issue of Barron’s magazine published prior to the beginning of such calendar month in question and that such initial Index, and any future Index established, may change from time to time by United Western Bank by simply identifying the new Index on the Trustee’s website. Nothing herein shall require the Trustee to invest funds held by it pursuant to the last paragraph of Section X.3.

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VI.15 APPOINTMENT OF AUTHENTICATING AGENT.

        The Trustee may appoint an Authenticating Agent or Agents with respect to one or more series of Securities which shall be authorized to act on behalf of the Trustee to authenticate Securities of such series issued upon original issue and upon exchange, registration of transfer or partial redemption thereof or pursuant to Section 3.6, and Securities so authenticated shall be entitled to the benefits of this Indenture and shall be valid and obligatory for all purposes as if authenticated by the Trustee hereunder. Wherever reference is made in this Indenture to the authentication and delivery of Securities by the Trustee or the Trustee’s certificate of authentication, such reference shall be deemed to include authentication and delivery on behalf of the Trustee by an Authenticating Agent and a certificate of authentication executed on behalf of the Trustee by an Authenticating Agent. Each Authenticating Agent shall be acceptable to the Company and shall at all times be a corporation organized and doing business under the laws of the United States of America, any State thereof or the District of Columbia, authorized under such laws to act as Authenticating Agent, having (or if the Authenticating Agent is a member of a bank holding company system, its bank holding company has) a combined capital and surplus of not less than $50,000,000 and subject to supervision or examination by Federal or State authority. If such Authenticating Agent publishes reports of condition at least annually, pursuant to law or to the requirements of said supervising or examining authority, then for the purposes of this Section, the combined capital and surplus of such Authenticating Agent shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published.  If at any time an Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, such Authenticating Agent shall resign immediately in the manner and with the effect specified in this Section.

        Any corporation into which an Authenticating Agent may be merged or converted or with which it may be consolidated, or any corporation resulting from any merger, conversion or consolidation to which such Authenticating Agent shall be a party, or any corporation succeeding to the corporate agency or corporate agency business of an Authenticating Agent, shall continue to be an Authenticating Agent, provided such corporation shall be otherwise eligible under this Section, without the execution or filing of any paper or any further act on the part of the Trustee or the Authenticating Agent.

        An Authenticating Agent may resign at any time by giving written notice thereof to the Trustee and to the Company. The Trustee may at any time terminate the agency of an Authenticating Agent by giving written notice thereof to such Authenticating Agent and to the Company. Upon receiving such a notice of resignation or upon such a termination, or in case at any time such Authenticating Agent shall cease to be eligible in accordance with the provisions of this Section, the Trustee may appoint a successor Authenticating Agent which shall be acceptable to the Company and shall give notice of such appointment in the manner provided in Section 1.6 to all Holders of Securities of the series with respect to which such Authenticating Agent will serve. Any successor Authenticating Agent upon acceptance of its appointment hereunder shall become vested with all the rights, powers and duties of its predecessor hereunder, with like effect as if originally named as an Authenticating Agent. No successor Authenticating Agent shall be appointed unless eligible under the provisions of this Section.

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        The Trustee agrees to pay to each Authenticating Agent from time to time reasonable compensation for its services under this Section, and the Trustee shall be entitled to be reimbursed for such payments, subject to the provisions of Section 6.7.

        If an appointment with respect to one or more series is made pursuant to this Section 6.12, the Securities of such series may have endorsed thereon, in addition to the Trustee’s certificate of authentication, an alternative certificate of authentication in the following form:

        This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture.

                                               UW Trust Company

                                               as Trustee

                                               By:_______________________

                                               As Authenticating Agent

                                               By:_______________________

                                               Authorized Officer

ARTICLE VII

HOLDER’S LIST AND REPORTS BY TRUSTEE AND COMPANY

VII. 1 COMPANY TO FURNISH TRUSTEE NAMES AND ADDRESSES OF HOLDERS.

The Company will furnish or cause to be furnished to the Trustee:

(1) at the time of purchase, the name, street address, date of birth, copy of a government issued photo ID, such as a driver’s license or passport, and other information as may be required by the Trustee for each prospective bondholder.

(2) semi-annually, not later than 15 days after the Regular Record Date, a list, in such form as the Trustee may reasonably require, of the names and addresses of the Holders of Securities of each series as such Regular Record Date, as the case may be; and

(3) at such other times as the Trustee may request in writing, within 30 days after the receipt by the Company of any such request, a list of similar form and content as of a date not more than 15 days prior to the time such list is furnished; provided that no such list need be furnished by the Company to the Trustee so long as the Trustee is acting as Security Registrar.

VII.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO HOLDERS.

        The Trustee shall preserve, in as current a form as is reasonably practicable, the names and addresses of Holders contained in the most recent list furnished to the Trustee as provided in Section 7.1 and the names and addresses of Holders received by the Trustee in its capacity as Security Registrar. The Trustee may destroy any list furnished to it as provided in Section 7.1 upon receipt of a new list so furnished.

       The rights of Holders to communicate with other Holders with respect to their rights under this Indenture or under the Securities, and the corresponding rights and privileges of the Trustee, shall be as provided by the TRUST INDENTURE Act.

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        Every Holder of Securities, by receiving and holding the same, agrees with the Company and the Trustee that neither the Company nor the Trustee nor any agent of either of them shall be held accountable by reason of any disclosure of information as to names and addresses of Holders made pursuant to the TRUST INDENTURE Act.

VII.3 REPORTS BY TRUSTEE.

The Trustee shall transmit to Holders such reports concerning the Trustee and its actions under this Indenture as may be required pursuant to the TRUST INDENTURE Act at the times and in the manner provided pursuant thereto.

        Reports so required to be transmitted at stated intervals of not more than 12 months shall be transmitted no later than July 1 in each calendar year, commencing with the first July 1 after the first issuance of Securities pursuant to this Indenture.

        A copy of each such report shall, at the time of such transmission to Holders, be filed by the Trustee with each stock exchange upon which any Securities are listed, with the Commission and with the Company. The Company will notify the Trustee when any Securities are listed on any stock exchange.

VII.4 REPORTS BY COMPANY.

        The Company shall file with the Trustee and the Commission, and transmit to Holders, such information, documents and other reports, and such summaries thereof, as may be required pursuant to the TRUST INDENTURE Act at the times and in the manner provided pursuant to the TRUST INDENTURE Act; provided that any such information, documents or reports required to be filed with the Commission pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the Trustee  within 15 days after the same is so required to be filed with the Commission.

ARTICLE VIII

CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER OR LEASE

VIII.1 COMPANY MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.

        The Company shall not consolidate with or merge into any other Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, unless:

(1) in case the Company shall consolidate with or merge into another Person (in a transaction in which the Company is not the surviving corporation) or convey, transfer or lease its properties and assets substantially as an entirety to any Person, the Person formed by such consolidation or into which the Company is merged or the Person which acquires by conveyance or transfer, or which leases, the properties and assets of the Company substantially as an entirety shall be a corporation, limited liability company, partnership or trust, shall be organized and validly existing under the laws of the United States of America, any State thereof or the District of Columbia and shall expressly assume, by an Indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the due and punctual payment of the principal of and any premium and interest on all the Securities and the performance or observance of every covenant of this Indenture on the part of the Company to be performed or observed and the conversion rights shall be provided for in accordance with Article 14, if applicable, or as otherwise specified pursuant to Section 3.1, by supplemental Indenture satisfactory in form to the Trustee, executed and delivered to the Trustee, by the Person (if other than the Company) formed by such consolidation or into which the Company shall have been merged or by the Person which shall have acquired the Company’s assets;

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(2) immediately after giving effect to such transaction and treating any indebtedness which becomes an obligation of the Company or any Subsidiary as a result of such transaction as having been incurred by the Company or such Subsidiary at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and

(3) the Company has delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental Indenture is required in connection with such transaction, such supplemental Indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

VIII.2 SUCCESSOR SUBSTITUTED.

        Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 8.1, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities.

ARTICLE IX

SUPPLEMENTAL INDENTURES

IX.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS.

        Without the consent of any Holders, the Company, when authorized by a Board Resolution, at any time and from time to time, may enter into one or more Indentures supplemental hereto, in form satisfactory to the Trustee for any of the following purposes:

(1) to evidence the succession of another Person to the Company, or successive successions, and the assumption by any such successor of the covenants of the Company herein and in the Securities; or

(2) to add to the covenants of the Company for the benefit of the Holders of all or any series of Securities (and if such covenants are to be for the benefit of less than all series of Securities, stating that such covenants are expressly being included solely for the benefit of such series) or to surrender any right or power herein conferred upon the Company; or

(3) to add any additional Events of Default for the benefit of the Holders of all or any series of Securities (and if such additional Events of Default are to be for the benefit of less than all series of Securities, stating that such additional Events of Default are expressly being included solely for the benefit of such series); or

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(4) to add to or change any of the provisions of this Indenture to such extent as shall be necessary to permit or facilitate the issuance of Securities in bearer form, registrable or not registrable as to principal, and with or without interest coupons, or to permit or facilitate the issuance of Securities in uncertificated form; or

(5) to add to, change or eliminate any of the provisions of this Indenture in respect of one or more series of Securities, provided that any such addition, change or elimination (A) shall neither (i) apply to any Security of any series created prior to the execution of such supplemental Indenture and entitled to the benefit of such provision nor (ii) modify the rights of the Holder of any such Security with respect to such provision or (B) shall become effective only when there is no such Security Outstanding; or

(6) to secure the Securities; or

(7) to establish the form or terms of Securities of any series as permitted by Sections 2.1 and 3.1; or

(8) to evidence and provide for the acceptance of appointment hereunder by a successor Trustee with respect to the Securities of one or more series and to add to or change any of the provisions of this Indenture as shall be necessary to provide for or facilitate the administration of the trusts hereunder by more than one Trustee, pursuant to the requirements of Section 6.11; or

(9) to make provision with respect to the conversion rights of Holders pursuant to the requirements of Article 14, including providing for the conversion of the securities into any security (other than the Common Stock of the Company) or property of the Company; or

(10) to cure any ambiguity, to correct or supplement any provision herein which may be defective or inconsistent with any other provision herein, or to make any other provisions with respect to matters or questions arising under this Indenture, provided that such action pursuant to this Clause (10) shall not adversely affect the interests of the Holders of Securities of any series in any material respect; or

(11) to supplement any of the provisions of the Indenture to such extent as shall be necessary to permit or facilitate the defeasance and discharge of any series of Securities pursuant to Articles Four and Thirteen, provided that any such action shall not adversely affect the interests of the Holders of Securities of such series or any other series of Securities in any material respect.

IX.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS.

        With the consent of the Holders of a majority in principal amount of the Outstanding Securities of each series affected by such supplemental Indenture, by Act of said Holders delivered to the Company and the Trustee, the Company, when authorized by a Board Resolution, may enter into an Indenture or Indentures supplemental hereto for the purpose of adding any provisions to or changing in any manner or eliminating any of the provisions of this Indenture or of modifying in any manner the rights of the Holders of Securities of such series under this Indenture; provided, however, that no such supplemental Indenture shall, without the consent of the Holder of each Outstanding Security affected thereby,

(1) change the Stated Maturity of the principal of, or any installment of principal of or interest on, any Security, or reduce the principal amount thereof or the rate of interest thereon or any premium payable upon the redemption thereof, or reduce the amount of the principal of an Original Issue Discount Security or any other Security which would be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2, or change any Place of Payment where, or the coin or currency in which, any Security or any premium or interest thereon is payable, or impair the right to institute suit for the enforcement of any such payment on or after the Stated Maturity thereof (or, in the case of redemption, on or after the Redemption Date), or

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(2) reduce the percentage in principal amount of the Outstanding Securities of any series, the consent of whose Holders is required for any such supplemental Indenture, or the consent of whose Holders is required for any waiver (of compliance with certain provisions of this Indenture or certain defaults hereunder and their consequences) provided for in this Indenture, or

(3) modify any of the provisions of this Section, Section 5.13 or Section 10.06, except to increase any such percentage or to provide that certain other provisions of this Indenture cannot be modified or waived without the consent of the Holder of each Outstanding Security affected thereby; provided, however, that this clause shall not be deemed to require the consent of any Holder with respect to changes in the references to “the Trustee” and concomitant changes in this Section and Section 10.6, or the deletion of this proviso, in accordance with the requirements of Sections 6.11 and 9.1(8), or

(4) if applicable, make any change that adversely affects the right to convert any security as provided in Article 14 or pursuant to Section 3.1 (except as permitted by Section 9.1(9)) or decrease the conversion rate or increase the conversion price of any such security. A supplemental Indenture which changes or eliminates any covenant or other provision of this Indenture which has expressly been included solely for the benefit of one or more particular series of Securities, or which modifies the rights of the Holders of Securities of such series with respect to such covenant or other provision, shall be deemed not to affect the rights under this Indenture of the Holders of Securities of any other series.

It shall not be necessary for any Act of Holders under this Section to approve the particular form of any proposed supplemental Indenture, but it shall be sufficient if such Act shall approve the substance thereof.

IX.3 EXECUTION OF SUPPLEMENTAL INDENTURES.

        In executing, or accepting the additional trusts created by, any supplemental Indenture permitted by this Article or the modifications thereby of the trusts created by this Indenture, the Trustee shall be entitled to receive, and (subject to Sections 6.1 and 6.3) shall be fully protected in relying upon, an Opinion of Counsel stating that the execution of such supplemental Indenture is authorized or permitted by this Indenture. The Trustee may, but shall not be obligated to, enter into any such supplemental Indenture which affects the Trustee’s own rights, duties or immunities under this Indenture or otherwise.

IX.4 EFFECT OF SUPPLEMENTAL INDENTURES.

        Upon the execution of any supplemental Indenture under this Article, this Indenture shall be modified in accordance therewith, and such supplemental Indenture shall form a part of this Indenture for all purposes; and every Holder of Securities theretofore or thereafter authenticated and delivered hereunder shall be bound thereby.

IX.5 CONFORMITY WITH TRUST INDENTURE ACT.

        Every supplemental Indenture executed pursuant to this Article shall conform to the requirements of the TRUST INDENTURE Act as then in effect.

IX.6 REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURES.

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        Securities of any series authenticated and delivered after the execution of any supplemental Indenture pursuant to this Article may, and shall if required by the Trustee bear a notation in form approved by the Trustee as to any matter provided for in such supplemental Indenture. If the Company shall so determine, new Securities of any series so modified as to conform, in the opinion of the Trustee and the Company, to any such supplemental Indenture may be prepared and executed by the Company and authenticated and delivered by the Trustee in exchange for Outstanding Securities of such series.

ARTICLE X

COVENANTS

X.1 PAYMENT OF PRINCIPAL, PREMIUM AND INTEREST.

        The Company covenants and agrees for the benefit of each series of Securities that it will duly and punctually pay the principal of and any premium and interest on the Securities of that series in accordance with the terms of the Securities and this Indenture.

X.2 MAINTENANCE OF OFFICE OR AGENCY.

        The Company will maintain an office or agency where Securities of that series may be presented or surrendered for payment, where Securities of that series may be surrendered for registration of transfer or exchange, where Securities of that series may be surrendered for conversion and where notices and demands to or upon the Company in respect of the Securities of that series and this Indenture may be served.  The Trustee is hereby initially appointed Paying Agent, and the Corporate Trust Office of the Trustee is initially designated as the office or agency for the foregoing purposes.  The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency.

If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the address thereof or in the case that the Company files for protection under federal bankruptcy laws or reorganization proceedings are initiated against the Company, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office of the Trustee, and the Company hereby appoints the Trustee as its agent to receive all such presentations, surrenders, notices and demands.

Unless otherwise provided in a supplemental Indenture or pursuant to Section 3.1 hereof, the Place of Payment for any series of Securities shall be at the Corporate Office of the Trustee.

        The Company may also from time to time designate one or more other offices or agencies where the Securities of one or more series may be presented or surrendered for any or all such purposes and may from time to time rescind such designations; provided, however, that no such designation or rescission shall in any manner relieve the Company of its obligation to maintain an office or agency in each Place of Payment for Securities of any series for such purposes. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

X.3 MONEY FOR SECURITIES PAYMENTS TO BE HELD IN TRUST.

        The Company shall cause to be deposited, on or before each due date of the principal of or any premium or interest on any of the Securities of that series, and the Trustee shall segregate and hold in trust for the benefit of the Persons entitled thereto a sum sufficient to pay the principal and any premium and interest so becoming due until such sums shall be paid to such Persons. 

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        Any money deposited with the Trustee, or received, or then held by the Company, in trust for the payment of the principal of (and premium, if any) or interest on any Security of any series and remaining unclaimed for the two years after such principal (and premium, if any) or interest has become due and payable shall be paid to the Company on Company Request (unless otherwise required by mandatory provisions of applicable escheat or abandoned or unclaimed property law), or (if then held by the Company) shall be discharged from such trust; and the Holder of such Security shall hereafter, as an unsecured general creditor, look only to the Company for payment thereof ( unless the Company has remitted required moneys or other property to the appropriate governmental authority under any applicable escheat or abandoned or unclaimed property laws, or has otherwise been discharged under such laws of similar applicability, in which case such Holder shall look solely to its remedies (if any) under such laws and not to the Company), and all liability of the Trustee with respect to such trust money, and all liability of the Company as trustee thereof, shall thereupon cease; provided, however, that the Trustee, before being required to make any such repayment, shall at the expense of the Company cause to be published once, in a newspaper published in the English language, customarily published on each Business Day and of general circulation in the City of New York, including the Wall Street Journal, notice that such money remains unclaimed and that, after a date specified therein, which shall not be less than 30 days from the date of such publication, any unclaimed balance of such money then remaining will be repaid to the Company.

X.4 STATEMENT BY OFFICERS AS TO DEFAULT.

        The Company will deliver to the Trustee, within 120 days after the end of each fiscal year of the Company ending after the date hereof, an Officers’ Certificate, stating whether or not to the best knowledge of the signers thereof the Company is in default in the performance and observance of any of the terms, provisions and conditions of this Indenture (without regard to any period of grace or requirement of notice provided hereunder) and, if the Company shall be in default, specifying all such defaults and the nature and status thereof of which they may have knowledge. The fiscal year of the Company currently ends on December 31; and the Company will give the Trustee prompt written notice of any change of its fiscal year.

X.5 EXISTENCE.

        Subject to Article 8, the Company will do or cause to be done all things necessary to preserve and keep in full force and affect its existence.

X.6 WAIVER OF CERTAIN COVENANTS.

        Except as otherwise specified as contemplated by Section 3.1 for Securities of such series, the Company may, with respect to the Securities of any series, omit in any particular instance to comply with any term, provision or condition set forth in any covenant provided pursuant to Section 3.1(19) or 9.1(2) for the benefit of the Holders of such series if before the time for such compliance the Holders of at least a majority in principal amount of the Outstanding Securities of such series shall, by Act of such Holders, either waive such compliance in such instance or generally waive compliance with such term, provision or condition, but no such waiver shall extend to or affect such term, provision or condition except to the extent so expressly waived, and, until such waiver shall become effective, the obligations of the Company and the duties of the Trustee in respect of any such term, provision or condition shall remain in full force and effect.

X.7 COMMISSION REPORTS.

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     Whether or not required by the rules and regulations of the Commission, so long as any Securities are outstanding, the Company will file with the Commission and further to the Trustee and to the holders of Securities all periodic, quarterly and annual financial information, and/or current information otherwise, required to be contained in a filing with the Commission for Forms 10-Q; 10-K and 8-K if applicable.  With respect to annual information only, a report thereon by the Company’s certified independent accountants shall be included in such annual information.  The Trustee will provide, at the Company expense, copies of any such documents to any Holders that request such copies.  Delivery of such documents to the Trustee is for informational purposes only, and the Trustee’s receipt of such information shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely on Office’s Certificates).

X.8 COMPLIANCE CERTIFICATE.

     The Company shall deliver to the Trustee, within 90 days after the end of each fiscal year of the Company, an Officer’s Certificate stating that a review of the activities of the Company and its subsidiaries during the preceding fiscal year has been made under the supervision of the signing Officers with a view to determining whether the Company has kept, observed, performed and fulfilled its obligations under, and complied with the covenants and conditions contained in, this Indenture, and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge the Company has kept, observed, performed and fulfilled each and every covenant, and complied with the covenants and conditions contained in this Indenture and is not in default in the performance or observance of any of the terms, provisions and conditions hereof (or, if a Default or Event of Default shall have occurred, describing all such Defaults or Events of Default of which such Officer may have knowledge) and that to the best of such Officer’s knowledge no event has occurred and remains in existence by reason of which payments on account of the principal or of interest, if any, on the Securities are prohibited.

     One of the Officers signing such Officer’s Certificate shall be either of the Company’s principal executive officer, principal financial officer or principal accounting offer.

     The Company will, so long as any of the Securities are outstanding, deliver to the Truste forthwith upon becoming aware of:

     (a) any Default, Event of Default or default in the performance of any covenant, agreement or condition contained in this Indenture; or

     (b) any event of default under any other mortgage, indenture or instrument as that term is used in Section 5.1(7), an Officer’s Certificate specifying such Default, Event of Default or default.

X. 9 STAY, EXTENTION AND USURY LAW.

     The Company covenants (to the extent that it may lawfully do) that it will not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law wherever enacted, now or at any time hereafter in force, which may affect the covenants or the performance of this Indenture; and the Company (to the extent it may lawfully do so) hereby expressly waivers all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law has been enacted.

ARTICLE XI

REDEMPTION OF SECURITIES

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XI.1 APPLICABILITY OF ARTICLE.

        Securities of any series which are redeemable in whole or in part before their Stated Maturity shall be redeemable in accordance with their terms and (except as otherwise specified as contemplated by Section 3.1 for such Securities) in accordance with this Article.

XI.2 ELECTION TO REDEEM; NOTICE TO TRUSTEE.

        The election of the Company to redeem any Securities shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such Securities. In case of any redemption at the election of the Company of less than all the Securities of any series (including any such redemption affecting only a single Security), the Company shall, at least 60 days prior to the Redemption Date fixed by the Company (unless a shorter notice shall be satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the principal amount of Securities of such series to be redeemed and, if applicable, of the tenor of the Securities to be redeemed. In the case of any redemption of Securities prior to the expiration of any restriction on such redemption provided in the terms of such Securities or elsewhere in this Indenture, the Company shall furnish the Trustee with an Officers’ Certificate evidencing compliance with such restriction.

XI.3 SELECTION BY TRUSTEE OF SECURITIES TO BE REDEEMED.

        If less than all the Securities of any series are to be redeemed (unless all the Securities of such series and of a specified tenor are to be redeemed or unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series not previously called for redemption, by lot,  by such method as the Trustee shall deem fair and appropriate and which may provide for the selection for redemption of a portion of the principal amount of any Security of such series, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination) for such, provided that the unredeemed portion of the principal amount of any Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security. If less than all the Securities of such series and of a specified tenor are to be redeemed (unless such redemption affects only a single Security), the particular Securities to be redeemed shall be selected not more than 45 days prior to the Redemption Date by the Trustee, from the Outstanding Securities of such series and specified tenor not previously called for redemption in accordance with the preceding sentence.

        If any Security selected for partial redemption is converted in part before termination of the conversion right with respect to the portion of the Security so selected, the converted portion of such Security shall be deemed (so far as may be) to be the portion selected for redemption. Securities which have been converted during a selection of Securities to be redeemed shall be treated by the Trustee as Outstanding for the purpose of such selection.

        The Trustee shall promptly notify the Company in writing of the Securities selected for redemption as aforesaid and, in case of any Securities selected for partial redemption as aforesaid, the principal amount thereof to be redeemed.

        The provisions of the two preceding paragraphs shall not apply with respect to any redemption affecting only a single Security, whether such Security is to be redeemed in whole or in part. In the case of any such redemption in part, the unredeemed portion of the principal amount of the Security shall be in an authorized denomination (which shall not be less than the minimum authorized denomination) for such Security.

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        For all purposes of this Indenture, unless the context otherwise requires, all provisions relating to the redemption of Securities shall relate, in the case of any Securities redeemed or to be redeemed only in part, to the portion of the principal amount of such Securities which has been or is to be redeemed.

XI.4 NOTICE OF REDEMPTION.

        Notice of redemption shall be given by first-class mail, postage prepaid, mailed not less than 30 nor more than 60 days prior to the Redemption Date, unless a shorter period is specified in the Securities to be redeemed, to each Holder of Securities to be redeemed, at its address appearing in the Security Register.

        All notices of redemption shall state:

(1) the Redemption Date,

(2) the Redemption Price (including accrued interest, if any),

(3) if less than all the Outstanding Securities of any series consisting of more than a single Security are to be redeemed, the identification (and, in the case of partial redemption of any such Securities, the principal amounts) of the particular Securities to be redeemed and, if less than all the Outstanding Securities of any series consisting of a single Security are to be redeemed, the principal amount of the particular Security to be redeemed,

(4) that on the Redemption Date the Redemption Price will become due and payable upon each such Security to be redeemed and, if applicable, that interest thereon will cease to accrue on and after said date,

(5) the place or places where each such Security is to be surrendered for payment of the Redemption Price,

(6) if applicable, the conversion price, the date on which the right to convert the principal of the Securities or the portions thereof to be redeemed will terminate, and the place or places where such Securities may be surrendered for conversion, and

(7) that the redemption is for a sinking fund, if such is the case.

        Notice of redemption of Securities to be redeemed at the election of the Company shall be given by the Company or, at the Company’s request, by the Trustee in the name and at the expense of the Company and shall be irrevocable.

XI.5 DEPOSIT OF REDEMPTION PRICE.

        On or prior to 10:00 (Central Time) on any Redemption Date, the Company shall deposit with the Trustee or with a Paying Agent (or, if the Company is acting as its own Paying Agent, segregate and hold in trust as provided in Section 10.3) an amount of money sufficient to pay the Redemption Price of, and (except if the Redemption Date shall be an Interest Payment Date) accrued interest on, all the Securities which are to be redeemed on that date.

        If any Security called for redemption is converted, any money deposited with the Trustee or with a Paying Agent or so segregated and held in trust for the redemption of such Security shall (subject to the right of any Holder of such Security to receive interest as provided in the last paragraph of Section 3.7) be paid to the Company on Company Request, or if then held by the Company, shall be discharged from such trust.

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XI.6 SECURITIES PAYABLE ON REDEMPTION DATE.

        Notice of redemption having been given as aforesaid, the Securities so to be redeemed shall, on the Redemption Date, become due and payable at the Redemption Price therein specified, and from and after such date (unless the Company shall default in the payment of the Redemption Price and accrued interest) such Securities shall cease to bear interest. Upon surrender of any such Security for redemption in accordance with said notice, such Security shall be paid by the Company at the Redemption Price, together with accrued interest to the Redemption Date; provided, however, that, unless otherwise specified as contemplated by Section 3.1, installments of interest whose Stated Maturity is on or prior to the Redemption Date will be payable to the Holders of such Securities, or one or more Predecessor Securities, registered as such at the close of business on the relevant Record Dates according to their terms and the provisions of Section 3.7.

        If any Security called for redemption shall not be so paid upon surrender thereof for redemption, the principal and any premium shall, until paid, bear interest from the Redemption Date at the rate prescribed therefore in the Security.

XI.7 SECURITIES REDEEMED IN PART.

        Any Security which is to be redeemed only in part shall be surrendered at a Place of Payment therefore (with, if the Company or the Trustee so requires, due endorsement by, or a written instrument of transfer in form satisfactory to the Company and the Trustee duly executed by, the Holder thereof or its attorney duly authorized in writing), and the Company shall execute, and the Trustee shall authenticate and deliver to the Holder of such Security subject to its published fees, a new Security or Securities of the same series and of like tenor, of any authorized denomination as requested by such Holder, in aggregate principal amount equal to and in exchange for the unredeemed portion of the principal of the Security so surrendered.

ARTICLE XII

SINKING FUNDS

XII.1 APPLICABILITY OF ARTICLE.

        The provisions of this Article shall be applicable to any sinking fund for the retirement of Securities of any series except as otherwise specified as contemplated by Section 3.1 for such Securities.

        The minimum amount of any sinking fund payment provided for by the terms of any Securities is herein referred to as a “mandatory sinking fund payment,” and any payment in excess of such minimum amount provided for by the terms of such Securities is herein referred to as an “optional sinking fund payment.” If provided for by the terms of any Securities, the cash amount of any sinking fund payment may be subject to reduction as provided in Section 12.2. Each sinking fund payment shall be applied to the redemption of Securities as provided for by the terms of such Securities.

XII.2 SATISFACTION OF SINKING FUND PAYMENTS WITH SECURITIES.

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        The Company (1) may deliver Outstanding Securities of a series (other than any previously called for redemption) and (2) may apply as a credit Securities of a series which have been redeemed either at the election of the Company pursuant to the terms of such Securities or through the application of permitted optional sinking fund payments pursuant to the terms of such Securities, in each case in satisfaction of all or any part of any sinking fund payment with respect to any Securities of such series required to be made pursuant to the terms of such Securities as and to the extent provided for by the terms of such Securities; provided that the Securities to be so credited have not been previously so credited. The Securities to be so credited shall be received and credited for such purpose by the Trustee at the Redemption Price, as specified in the Securities so to be redeemed, for redemption through operation of the sinking fund and the amount of such sinking fund payment shall be reduced accordingly.

XII.3 REDEMPTION OF SECURITIES FOR SINKING FUND.

        Not less than 60 days prior to each sinking fund payment date for any Securities, the Company will deliver to the Trustee an Officers’ Certificate specifying the amount of the next ensuing sinking fund payment for such Securities pursuant to the terms of such Securities, the portion thereof, if any, which is to be satisfied by payment of cash and the portion thereof, if any, which is to be satisfied by delivering and crediting Securities pursuant to Section 12.2 and will also deliver to the Trustee any Securities to be so delivered. Not less than 30 days prior to each such sinking fund payment date, the Trustee shall select the Securities to be redeemed upon such sinking fund payment date in the manner specified in Section 11.3 and cause notice of the redemption thereof to be given in the name of and at the expense of the Company in the manner provided in Section 11.4. Such notice having been duly given, the redemption of such Securities shall be made upon the terms and in the manner stated in Sections 11.6 and 11.7.

ARTICLE XIII

DEFEASANCE AND COVENANT DEFEASANCE

XIII.1 COMPANY'S OPTION TO EFFECT DEFEASANCE OR COVENANT DEFEASANCE.

        The Company may elect, at its option at any time, to have Section 13.2 or Section 13.3 applied to any Securities or any series of Securities, as the case may be, designated pursuant to Section 3.1 as being defeasible pursuant to such Section 13.2 or 13.3, in accordance with any applicable requirements provided pursuant to Section 3.1 and upon compliance with the conditions set forth below in this Article. Any such election shall be evidenced by a Board Resolution or in another manner specified as contemplated by Section 3.1 for such Securities.

XIII.2 DEFEASANCE AND DISCHARGE.

        Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be, the Company shall be deemed to have been discharged from its obligations with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.4 are satisfied (hereinafter called “Defeasance”). For this purpose, such Defeasance means that the Company shall be deemed to have paid and discharged the entire indebtedness represented by such Securities and to have satisfied all its other obligations under such Securities and this Indenture insofar as such Securities are concerned (and the Trustee, at the expense of the Company, shall execute proper instruments acknowledging the same), subject to the following which shall survive until otherwise terminated or discharged hereunder:

(1) the rights of Holders of such Securities to receive, solely from the trust fund described in Section 13.4 and as more fully set forth in such Section, payments in respect of the principal of and any premium and interest on such Securities when payments are due;

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(2) the Company’s obligations with respect to such Securities under Sections 3.4, 3.5, 3.6, 10.2 and 10.3, and, if applicable, Article 14;

(3) the rights, powers, trusts, duties and immunities of the Trustee hereunder; and

(4) this Article VIII.

        Subject to compliance with this Article, the Company may exercise its option (if any) to have this Section applied to any Securities notwithstanding the prior exercise of its option (if any) to have Section 13.3 applied to such Securities.

XIII.3 COVENANT DEFEASANCE.

        Upon the Company’s exercise of its option (if any) to have this Section applied to any Securities or any series of Securities, as the case may be:

(1) the Company shall be released from its obligations under any covenants provided pursuant to Section 3.1(19) or 9.1(2) or for the benefit of the Holders of such Securities; and

(2) the occurrence of any event specified in any covenants provided pursuant to Section 3.1(19) or 9.1(2) shall be deemed not to be or result in an Event of Default, in each case with respect to such Securities as provided in this Section on and after the date the conditions set forth in Section 13.4 are satisfied (herein after called “Covenant Defeasance”).  For this purpose, such Covenant Defeasance means that, with respect to such Securities, the Company may omit to comply with and shall have no liability in respect to any term, condition or limitation set forth in any such specified Section (to the extent so specified in the case of Section 5.1(4)), whether directly or indirectly by reason of any reference elsewhere herein to any such Section or by reason of any reference in any reference in any such Section to any other provision herein or in any other document, but the remainder of this Indenture and such Securities shall be unaffected thereby.

XIII.4 CONDITIONS TO DEFEASANCE OR COVENANT DEFEASANCE.

        The following shall be the conditions to the application of Section 13.2 or Section 13.3 to any Securities or any series of Securities, as the case may be:

(1) The Company shall irrevocably have deposited or caused to be deposited with the Trustee (or another Trustee which satisfies the requirements contemplated by Section 6.9 and agrees to comply with the provisions of this Article applicable to it) as trust funds in trust for the purpose of making the following payments, specifically pledged as security for, and dedicated solely to, the benefits of the Holders of such Securities, (A) money in an amount, or (B) U.S. Government Obligations which through the scheduled payment of principal and interest in respect thereof in accordance with their terms will provide, not later than one day before the due date of any payment, money in an amount, or (C) a combination thereof, in each case sufficient, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, to pay and discharge, and which shall be applied by the Trustee (or any such other qualifying Trustee) to pay and discharge, the principal of and any premium and interest on such Securities on the respective Stated Maturities, in accordance with the terms of this Indenture and such Securities. As used herein, “U.S. Government Obligation” means (x) any security which is (i) a direct obligation of the United States of America for the payment of which the full faith and credit of the United States of America is pledged or (ii) an obligation of a Person controlled or supervised by and acting as an agency or instrumentality of the United States of America the payment of which is unconditionally guaranteed as a full faith and credit obligation by the United States of America, which, in either case (i) or (ii), is not callable or redeemable at the option of the issuer thereof, and (y) any depositary receipt issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as custodian with respect to any U.S. Government Obligation which is specified in Clause (x) above and held by such bank for the account of the holder of such depositary receipt, or with respect to any specific payment of principal of or interest on any U.S. Government Obligation which is so specified and held, provided that (except as required by law) such custodian is not authorized to make any deduction from the amount payable to the holder of such depositary receipt from any amount received by the custodian in respect of the U.S. Government Obligation or the specific payment of principal or interest evidenced by such depositary receipt.

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(2) In the event of an election to have Section 13.2 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel stating that (A) the Company has received from, or there has been published by, the Internal Revenue Service a ruling or (B) since the date of this instrument, there has been a change in the applicable Federal income tax law, in either case (A) or (B) to the effect that, and based thereon such opinion shall confirm that, the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit, Defeasance and discharge to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit, Defeasance and discharge were not to occur.

(3) In the event of an election to have Section 13.3 apply to any Securities or any series of Securities, as the case may be, the Company shall have delivered to the Trustee an Opinion of Counsel to the effect that the Holders of such Securities will not recognize gain or loss for Federal income tax purposes as a result of the deposit and Covenant Defeasance to be effected with respect to such Securities and will be subject to Federal income tax on the same amount, in the same manner and at the same times as would be the case if such deposit and Covenant Defeasance were not to occur.

(4) The Company shall have delivered to the Trustee an Officers’ Certificate to the effect that neither such Securities nor any other Securities of the same series, if then listed on any securities exchange, will be delisted as a result of such deposit.

(5) No event which is, or after notice or lapse of time or both would become, an Event of Default with respect to such Securities or any other Securities shall have occurred and be continuing at the time of such deposit or, with regard to any such event specified in Sections 5.1(5) and (6), at any time on or prior to the 90th day after the date of such deposit (it being understood that this condition shall not be deemed satisfied until after such 90th day).

(6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to have a conflicting interest within the meaning of the TRUST INDENTURE Act (assuming all Securities are in default within the meaning of such Act).

(7) Such Defeasance or Covenant Defeasance shall not result in a breach or violation of, or constitute a default under, any other agreement or instrument to which the Company is a party or by which it is bound.

(8) Such Defeasance or Covenant Defeasance shall not result in the trust arising from such deposit constituting an investment company within the meaning of the Investment Company Act unless such trust shall be registered under such Act or exempt from registration there under.

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(9) The Company shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent with respect to such Defeasance or Covenant Defeasance have been complied with.

XIII.5 DEPOSITED MONEY AND U.S. GOVERNMENT OBLIGATIONS TO BE HELD IN TRUST; MISCELLANEOUS PROVISIONS.

        Subject to the provisions of the last paragraph of Section 10.3, all money and U.S. Government Obligations (including the proceeds thereof) deposited with the Trustee or other qualifying Trustee  (solely for purposes of this Section and Section 13.6, the Trustee and any such other Trustee are referred to collectively as the “Trustee”) pursuant to Section 13.4 in respect of any Securities shall be held in trust and applied by the Trustee, in accordance with the provisions of such Securities and this Indenture, to the payment, either directly or through any such Paying Agent (including the Company acting as its own Paying Agent) as the Trustee may determine, to the Holders of such Securities, of all sums due and to become due thereon in respect of principal and any premium and interest, but money so held in trust need not be segregated from other funds except to the extent required by law.

        The Company shall pay and indemnify the Trustee against any tax, fee or other charge imposed on or assessed against the U.S. Government Obligations deposited pursuant to Section 13.4 or the principal and interest received in respect thereof other than any such tax, fee or other charge which by law is for the account of the Holders of Outstanding Securities.

        Anything in this Article to the contrary notwithstanding, the Trustee shall deliver or pay to the Company from time to time upon Company Request any money or U.S. Government Obligations held by it as provided in Section 13.4 with respect to any Securities which, in the opinion of a nationally recognized firm of independent public accountants expressed in a written certification thereof delivered to the Trustee, are in excess of the amount thereof which would then be required to be deposited to effect the Defeasance or Covenant Defeasance, as the case may be, with respect to such Securities.

XIII.6 REINSTATEMENT.

        If the Trustee or the Paying Agent is unable to apply any money in accordance with this Article with respect to any Securities by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, then the obligations under this Indenture and such Securities from which the Company has been discharged or released pursuant to Section 13.2 or 13.3 shall be revived and reinstated as though no deposit had occurred pursuant to this Article with respect to such Securities, until such time as the Trustee or Paying Agent is permitted to apply all money held in trust pursuant to Section 13.5 with respect to such Securities in accordance with this Article; provided, however, that if the Company makes any payment of principal of or any premium or interest on any such Security following such reinstatement of its obligations, the Company shall be subrogated to the rights (if any) of the Holders of such Securities to receive such payment from the money so held in trust.

XIII. 7 QUALIFYING TRUSTEE.

Any trustee appointed pursuant to Section XII.4 for the purpose of holding trust funds deposited pursuant to that Section shall be appointed under any agreement in form acceptable to the Trustee and shall provide to the Trustee a certificate of such trustee, upon which certificate the Trustee shall be entitled to conclusively rely, that all conditions precedent provided for herein to the related defeasance or covenant defeasance have been complied with.  In no event shall the Trustee be liable for any acts or omissions of said trustee.

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ARTICLE XIV

CONVERSION OF SECURITIES

XIV. 1 APPLICABILITY OF ARTICLE.

        The provisions of this Article shall be applicable to the Securities of any series which are convertible into shares of Common Stock of the Company, and the issuance of such shares of Common Stock upon the conversion of such Securities, except as otherwise specified by Section 3.1 for the Securities of such series.

XIV. 2 EXERCISE OF CONVERSION PRIVILEGE.

        In order to exercise a conversion privilege, the Holder of a Security of a series with such a privilege shall surrender such Security to the Office of the Trustee for that purpose pursuant to Section 10.2, accompanied by a duly executed conversion notice to the Company substantially in the form set forth in Section 2.4 stating that the Holder elects to convert such Security or a specified portion thereof.

Such notice shall state, the name and address of such registered Holder, for which the certificate or certificates for shares of Common Stock shall be issuable upon conversion

As promptly as practicable after the receipt of such notice at the Offices of the Trustee, the Trustee shall deliver for execution, to the Company’s Stock Transfer Agent of record, said duly authorized and executed certificates and/or related conversion documents.  The Company’s Stock Transfer Agent of record is:

Mailing Address:

Stock Transfer Corporation

P.O. Box 701629

Dallas, Texas 75370

Physical Address:

Stock Transfer Corporation

2591 Dallas Parkway; Suite 102

Frisco, Texas 75034

Telephone: (469) 633-0101

Fax: (469) 633-0088

Per written instruction, the Company’s Stock Transfer Agent shall; 1) issue in the name of the registered Holder, a certificate or certificates for the number of full shares of Common Stock issuable upon the conversion of such Security; 2) redeliver said stock certificate or certificates to the Offices of the Trustee for delivery by the Trustee, directly to the registered Holder, as listed of record in the Trustee bond register.

XIV.3 NO FRACTIONAL SHARES.

        No fractional share of Common Stock of the Company shall be issued upon conversions of Securities of any series.  The value of said fractional shares, at the conversion price, shall be paid by the Company in cash.

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XIV.4 ADJUSTMENT OF CONVERSION PRICE.

        The conversion price of Securities of any series that are convertible into Common Stock of the Company may be adjusted for any reclassifications, combinations or similar transactions in accordance with the terms of the supplemental Indenture or Board Resolutions setting forth the terms of the Securities of such series.

Whenever the conversion price is adjusted, the Company shall compute the adjusted conversion price in accordance with terms of the applicable Board Resolution or supplemental Indenture and shall prepare an Officers’ Certificate setting forth the adjusted conversion price and showing in reasonable detail the facts upon which such adjustment is based, and such certificate shall forthwith be filed at Office of the Trustee. Further, the Company shall forthwith cause a notice setting forth the adjusted conversion price to be mailed, first class postage prepaid, to each Holder of Securities of such series at its address appearing on the Security Register and to any conversion agent other than the Trustee.

XIV. 5 NOTICE OF CERTAIN CORPORATE ACTIONS.

      In case:

the Company shall declare a dividend (or any other distribution) on its Common Stock payable otherwise than in cash out of its retained earnings (other than a dividend for which approval of any shareholders of the Company is required) that would require an adjustment pursuant to Section 14.4; or

the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights, options or warrants to subscribe for or purchase any shares of capital stock of any class or of any other rights (other than any such grant for which approval of any shareholders of the Company is required); or

of any reclassification of the Common Stock of the Company (other than a subdivision or combination of its outstanding shares of Common Stock, or of any consolidation, merger or share exchange to which the Company is a party and for which approval of any shareholders of the Company is required), or of the sale of all or substantially all of the assets of the Company; or

of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

then the Company shall cause to be filed with the Trustee, and shall cause to be mailed to all Holders at their last addresses as they shall appear in the Security Register, at least 20 days (or 10 days in any case specified in Clause (1) or (2) above) prior to the applicable record date hereinafter specified, a notice stating (i) the date on which a record is to be taken for the purpose of such dividend, distribution, rights, options or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of Record to be entitled to such dividend, distribution, rights, options or warrants are to be determined, or (ii) the date on which such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up is expected to become effective, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their shares of Common Stock for securities, cash or other property deliverable upon such reclassification, consolidation, merger, share exchange, sale, dissolution, liquidation or winding up. If at any time the Trustee shall not be the conversion agent, a copy of such notice shall also forthwith be filed by the Company with the Trustee.

XIV.6 RESERVATION OF SHARES OF COMMON STOCK.

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        The Company shall at all times reserve and keep available, free from preemptive rights, out of its authorized but unissued Common Stock, for the purpose of effecting the conversion of Securities, the full number of shares of Common Stock of the Company then issuable upon the conversion of all outstanding Securities of any series that has conversion rights.

        The Company may also reserve, keep available and allocate, out of its authorized and issued Common Stock, for the purposes of effecting the conversion of Securities, the full number of shares of Common Stock of the Company then issuable upon the conversion of all outstanding Securities of any series that has conversion rights.

XIV.7 PAYMENT OF CERTAIN TAXES UPON CONVERSION.

        Except as provided in the next sentence, the Company will pay any and all taxes that may be payable in respect of the issue or delivery of shares of its Common Stock on conversion of Securities pursuant hereto. The Company shall not, however, be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of its Common Stock in a name other than that of the Holder of the Security or Securities to be converted, and no such issue or delivery shall be made unless and until the person requesting such issue has paid to the Company the amount of any such tax, or has established, to the satisfaction of the Company, that such tax has been paid.

XIV.8 NONASSESSABILITY.

        The Company covenants that all shares of its Common Stock which may be issued upon conversion of Securities will upon issue in accordance with the terms hereof be duly and validly issued and fully paid and non-assessable.

XIV.9 PROVISION IN CASE OF CONSOLIDATION, MERGER OR SALE OF ASSETS.

        In case of any consolidation or merger of the Company with or into any other Person, any merger of another Person with or into the Company (other than a merger which does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of Common Stock of the Company) or any conveyance, sale, transfer or lease of all or substantially all of the assets of the Company, the Person formed by such consolidation or resulting from such merger or which acquires such assets, as the case may be, shall execute and deliver to the Trustee a supplemental Indenture providing that the Holder of each Security of a series then Outstanding that is convertible into Common Stock of the Company shall have the right thereafter (which right shall be the exclusive conversion right thereafter available to said Holder), during the period such Security shall be convertible, to convert such Security only into the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by a holder of the number of shares of Common Stock of the Company into which such Security might have been converted immediately prior to such consolidation, merger, conveyance, sale, transfer or lease.

Assuming such holder of Common Stock of the Company (i) is not a Person with which the Company consolidated or merged with or into or which merged into or with the Company or to which such conveyance, sale, transfer or lease was made, as the case may be (a “Constituent Person”), or an Affiliate of a Constituent Person and (ii) failed to exercise his rights of election, if any, as to the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease (provided that if the kind or amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer, or lease is not the same for each share of Common Stock of the Company held immediately prior to such consolidation, merger, conveyance, sale, transfer or lease by others than a Constituent Person or an Affiliate thereof and in respect of which such rights of election shall not have been exercised (“Non-electing Share”), then for the purpose of this Section 14.4 the kind and amount of securities, cash and other property receivable upon such consolidation, merger, conveyance, sale, transfer or lease by the holders of each Non-electing Share shall be deemed to be the kind and amount so receivable per share by a plurality of the Non-electing Shares).  Such supplemental Indenture shall provide for adjustments which, for events subsequent to the effective date of such supplemental Indenture, shall be as nearly equivalent as may be practicable to the adjustments provided for in this Article or in accordance with the terms of the supplemental Indenture or Board Resolutions setting forth the terms of such adjustments.

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The above provisions of this Section 14.4 shall similarly apply to successive consolidations, mergers, conveyances, sales, transfers or leases. Notice of the execution of such a supplemental Indenture shall be given by the Company to the Holder of each Security of a series that is convertible into Common Stock of the Company as provided in Section 1.6 promptly upon such execution.

Neither the Trustee nor any conversion agent, if any, shall be under any responsibility to determine the correctness of any provisions contained in any such supplemental Indenture relating either to the kind or amount of shares of stock or other securities or property or cash receivable by Holders of Securities of a series convertible into Common Stock of the Company upon the conversion of their Securities after any such consolidation, merger, conveyance, transfer, sale or lease or to any such adjustment, but may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in relying upon, an Opinion of Counsel with respect thereto, which the Company shall cause to be furnished to the Trustee upon request.

XIV.10 DUTIES OF TRUSTEE REGARDING CONVERSION.

     The Trustee has no duty to determine when an adjustment under this Article Fourteen should be made, how it should be made or what such adjustment should be, but may accept as conclusive evidence of the correctness of any such adjustment, and shall be protected in relying upon the Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to this Article Fourteen.  The Trustee makes no representation as to the validity or value of any securities or assets issued upon conversion of Securities, and the Trustee shall not be responsible for the Company’s failure to comply with any provisions of this Article Fourteen.

     The Trustee shall not be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture executed, but may accept as conclusive evidence of the correctness thereof, and shall be protected in relying upon, the Officer’s Certificate with respect thereto which the Company is obligated to file with the Trustee pursuant to this Article Fourteen.

XIV.11 REPAYMENT OF CERTAIN FUNDS UPON CONVERSION.

        Any funds which at any time shall have been deposited by the Company or on its behalf with the Trustee or any other paying agent for the purpose of paying the principal of and any premium and interest on any of the Securities (including, but not limited to, funds deposited for the sinking fund referred to in Article 12 hereof and funds deposited pursuant to Article 13 hereof) and which shall not be required for such purposes because of the conversion of such Securities as provided in this Article XIV shall after such conversion be repaid to the Company by the Trustee upon the Company’s written request.

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ARTICLE XV

INITIAL ISSUANCE OF BONDS

XV.1 INITIAL ISSUANCE AND BOOK ENTRY OF BONDS

a) The Series Bonds shall initially be issued and registered in the Bond register in the name of Cede & Co., as nominee of the DTC, with Citizens Capital Corp. ESOP Trust as the initial bond purchaser and beneficial owner, in the form of one (1), authenticated, fully registered Series Bond in the principal amount and at the stated maturity of the Series Bond issue.  No payments of either principal or interest shall be made to the initial bond purchaser, Citizens Capital Corp. ESOP Trust.

b) Subsequent to the initial Series Bond issuance, except as provided in subsection (c) of this Section, the registered Owner of all the Series Bonds shall be Cede & Co., as nominee of the DTC.  Payment of semiannual interest for any Series Bonds registered as of each Regular Record Date in the name of Cede & Co. shall be made by wire transfer to the account of Cede & Co. on the Interest Payment Date for the Series Bonds at the address indicated on the Regular Record Date for Cede & Co. in the registry book of the Issuer kept by the Trustee.

The Trustee and the Issuer may treat DTC (or its nominee) as the sole and exclusive owner of the Series Bonds registered in its name for the purposes of payment of the principal of or interest on the Series  Bonds, giving any notice permitted or required to be given to Bondholders under this Indenture, registering the transfer of Series Bonds, obtaining any consent or other action to be taken by Bondholders and for all other purposes whatsoever; and neither the Trustee nor the Issuer shall be affected by any notice to the contrary.

Neither the Trustee nor the Issuer shall have any responsibility or obligation to any DTC participant, any person claiming a beneficial ownership interest in the Series Bonds under or through DTC or any DTC participant, or any other person which is not shown on the Bond Registrar’s, Security Registry, as maintained by the Trustee as being a Bondholder with respect to the accuracy of any records maintained by DTC, Cede & Co. or any DTC participant; the payment by DTC or any DTC participant to any beneficial owner of any amount in respect of the principal of or interest on the Series Bonds; the delivery to any DTC participant or any interest on the Series Bonds; the delivery to any DTC participant or any beneficial owner of any notice which is permitted or required to be given to Bondholders under this Indenture; the selection by DTC or any DTC participant of any person to receive payment in the event of a partial payment of the Series Bonds; or any consent given or other action taken by DTC as Bondholder.

The Paying Agent shall pay all principal of, and interest on, the Series Bonds only to or “upon the order of” (as that term is used in the Uniform Commercial Code as adopted in the State) Cede & Co., as nominee of DTC, and all such payments shall be valid and effective to fully satisfy and discharge the Issuer’s obligations with respect to the principal of and interest on the Series Bonds to the extent of the sum or sums so paid. Upon delivery by DTC to the Trustee of written notice to the effect that DTC had determined to substitute a new nominee in place of Cede & Co., and subject to the provisions herein with respect to record dates, the word “Cede & Co.” in this Indenture shall refer to such new nominee of DTC.

(c) In the event that (i) DTC determines not to act as securities depository for the Series Bonds; or (ii) the Issuer advises DTC of its determination that DTC is incapable of discharging its duties; or (iii) the Issuer determines that it is in the best interest of the beneficial owners of the Series Bonds that they be able to obtain bond certificates, the Issuer shall, if the event is triggered by either (i) or (ii) above, attempt to locate another qualified securities depository.  If the Issuer fails to locate such a replacement, then it shall notify DTC and the Trustee, requesting DTC to notify its participants, of the availability through DTC of bond certificates. In such event, the Trustee shall issue, transfer and exchange bond certificates as requested by DTC and any other Bondholders in appropriate amounts.

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The Issuer and Trustee shall be obligated to deliver bond certificates as described in this Indenture. In the event bond certificates are issued to Bondholders other than DTC, the provisions of this Indenture shall apply to, among other things, the transfer and exchange of such certificates and the method of payment of principal of an interest on such Series Bonds. Whenever DTC requests the Issuer and the Trustee to do so, the Trustee and the Issuer will cooperate with DTC in taking appropriate action after reasonable notice (a) to make available one or more separate certificates evidencing the Series Bonds to any DTC participant having Series Bonds credited to its DTC account or (b) to arrange for another securities depository to maintain custody of certificates evidencing the Series Bonds.

(d) Notwithstanding any other provision of this Indenture to the contrary, so long as any Series Bond is registered in the name of Cede & Co., as nominee of DTC, all payments with respect to the principal of and interest on such Series Bond and all notices with respect to such Series Bond shall be made and given to DTC as provided in the Letter of Representations.

(e) In connection with any notice or other communication to be provided to Bondholders pursuant to this Indenture by the Issuer or the Trustee with respect to any consent or other action to be taken by Bondholders, so long as any Series Bond is registered in the name of Cede & Co., as nominee of DTC, the Issuer or the Trustee, as the case may be, shall establish a record date for such consent or other action and give DTC notice of such record date not less than 15 calendar days in advance of such record date to the extent possible.

(f) As long as a series of Bonds are registered in the name of a securities depository, or its nominee, the Trustee agrees to comply with the terms and provisions of the Letter of Representations, including the provisions of the Letter of Representations with respect to any delivery of such Series Bonds to the Trustee, which provisions shall supersede the provisions of this Indenture with respect thereto.

ARTICLE XVI

DEPOSIT OF BOND PROCEEDS; ESTABLISHMENT OF FUNDS AND ACCOUNTS;

Section XVI.1 Creation of Funds and Accounts. There are hereby created and ordered established, the following trust funds and trust accounts to be held by the Trustee:

(a) The Bond Issuer Fund;

(b) The Costs of Issuance Fund;

(c) The Bond Fund, which shall contain the following accounts:

(i) The Interest Account; and

(ii)        The Principal Account; and

(d) The Bridge Loan Fund.

(e) Bond Liquidation Fund

Section XVI.2 Deposit of Series Bond Proceeds and/or the deposit of proceeds from any Series bond.  The Trustee shall hereby be ordered to establish a Bond Liquidation account in the name of:  Citizens Capital Corp. ESOP Trust (CCC ESOP Trust).

Subsequent to the initial issuance of the Series Bonds, by the Bond Issuer, to the CCC ESOP Trust, the CCC ESOP Trust shall cause all of said Series Bonds and/or any additional bonds series thereof to be progressively liquidated in the secondary, capital market place.  The gross proceeds from the liquidation of the Series Bonds and/or any series bonds thereof, including any accrued interest thereon, shall be deposited immediately upon delivery of said liquidation proceeds to the Trustee, into the CCC ESOP Trust account.

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The Trustee is hereby authorized to disburse monies from the CCC ESOP Trust, Series Bond Liquidation account and/or any series bonds thereof upon receipt of a written requisition signed by an Authorized Representative of the Company.  Each such written requisition shall state with respect to each payment to be made:

(i) The requisition number;

(ii) The name and address of the Person to whom payment is due or to whom an advance by the Issuer has been made;

(iii) The amount to be paid; and

(iv) That each obligation mentioned therein has been properly incurred, is currently due and payable, is a proper charge for a portion of the costs and/or expenses, and are unpaid or unreimbursed and has not been the basis of any previous requisition.

In making any payments and/or allocations from the CCC ESOP Trust, Series Bond Liquidation account,  the Trustee shall conclusively rely on any written requisition from an Authorized Representative of the Company delivered to it in accordance with this Section XVI and the Trustee shall be relieved of all liability for making any such payments in accordance with such written without inspection or any other investigation.

Monies from said CCC ESOP Trust, Series Bond Liquidation account and/or any series bonds thereof shall be allocated to the following funds and/or accounts as follows:

(i) A sum in the amount of $__________, representing costs of issuance, shall be deposited in the Costs of Issuance Fund and applied to payment of certain costs and expenses related to the issuance of the Series Bonds and/or any series bonds thereof.

(ii) A sum in the amount of $__________, representing the aggregate principal loan amount of any outstanding bridge loan facility, plus accrued interest, obtained by the Bond Issuer shall be deposited in the Bridge Loan Fund for direct disbursement to the bridge loan lender(s) as repayment in full of said bridge loan facility outstanding, if any.

(iii) The sum of $__________, from the net proceeds of the Bond liquidation account, as disbursed by the CCC ESOP Trust account, shall be deposited in the Bond Issuer Fund for direct disbursement to the Bond Issuer.

(iv) The sum of $_______________ due as annual interest on the Series Bonds and/or any series bonds thereof shall be deposited in the Interest Account in the amount $______________ representing semi-annual interest due on the Series Bonds, and disbursed to registered bondholders of the Series Bond issue, except CCC ESOP Trust, as payment of semi annual interest  due on the Series Bond issue.

(v) The sum of $_____________ due as re-payment of principal on the Series Bonds and/or any series bonds thereof upon maturity, redemption and/or call of the Series Bonds shall be deposited in the Principal Account for disbursement to registered bondholders of the Series Bond issue, except CCC ESOP Trust, at the maturity, redemption and/or call of said Series Bond issue.

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Proceeds of any series of Additional Bonds will be applied as provided in the Supplemental Bond Indenture for such series of Bonds.

Section XVI.3 Costs of Issuance Fund.

(a) The proceeds of the Bonds deposited in the Costs of Issuance Fund shall be used and withdrawn by the Trustee only as provided in this Section XVI.3. No amount in any other fund or account created by this Indenture shall be expended for Costs of Issuance.

(b) The Trustee is authorized and directed to make disbursements from the Costs of Issuance Fund for Costs of Issuance set forth on the settlement statement or closing memorandum delivered in connection with the issuance of the Series Bonds and, in addition, upon receipt from time to time of an Issuer’s Certificate setting forth the amounts due and payable, together with such other documentation as may be required hereunder, and certifying that such amounts may be properly paid.  The Trustee shall make such disbursements not later than five days after receipt of all the documentation required by this Section XVI.3(b).

(c) Notwithstanding any provision to the contrary, any amounts remaining in the Costs of Issuance Fund 180 days after the Closing Date shall be transferred to the Bond Issuer Fund.

Section XVI.4 Source of Payment of Bonds. The Bonds and all payments by the Issuer hereunder are the sole obligation of the Issuer payable solely from the Trust Estate.  The pledge of the Trust Estate, including Pledged Revenues, if any, and the assets, funds and accounts as security for the performance of all obligations of the Issuer hereunder, shall be valid and binding from the time such pledge is made. The Pledged Revenues, if any, and the assets, funds and accounts immediately shall be subject to the lien of this Indenture without any physical delivery thereof or further act. Upon receipt of any Pledged Revenues, if any, and the assets, funds, accounts or other payments hereunder, the Trustee shall deposit the same in the appropriate fund or funds or account or accounts established hereunder. Except as otherwise provided herein, the Pledged Revenues, if any, and the assets, funds and accounts as security shall be collected, held and applied for the equal and ratable benefit, security and distribution to all bondholders.

Section XVI.5 Application of Pledged Revenues, if any. If no Event of Default has occurred and is continuing (in which case all Pledged Revenues must be deposited with the Trustee upon receipt), the Issuer shall make the following payments from the Pledged Revenues, if any, in the order of priority set forth below:

(a) Fifteen days prior to the interest due date of each year, the Issuer shall deposit in the Interest Account in the Bond Fund an amount equal to the semi-annual Debt Service Charges for interest coming due on the next succeeding Interest Payment Date (less any amount then on deposit in the Interest Account and available for such payment);

When the fifteenth day of the month is not a Business Day, then such payments shall be made on the next succeeding Business Day, and all such payments shall be remitted to the Trustee with appropriate instructions as to the custody, use and application thereof consistent with the provisions of this Indenture.

(b) The Issuer shall also, from the Pledged Revenues, if any, remit to the proper Person on such dates or at such other times, amounts as shall be required to pay all Administrative Expenses.

Section XVI.6 The Bond Fund. There shall be deposited to the credit of the appropriate account of the Bond Fund Monies required to be deposited in the Bond Fund pursuant to Section XV.5.(a) and (b) hereof and any other Monies required hereunder to be transferred thereto or for which no other designation as to a fund or account has been made. Subject to such priorities of application as are established herein, Monies on deposit in the Bond Fund shall be used to pay Debt Service Charges when due at maturity, upon prior redemption, prepayment, call or otherwise.

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Section XVI.7 Bonds Not Presented for Payment. In the event any Bonds shall not be presented for payment when the principal thereof becomes due, either at maturity or at the date fixed for redemption or call thereof or the acceleration of maturity, if monies sufficient to pay such Bonds are held by the Trustee, the Trustee shall segregate and hold such monies in trust inclusive of interest, without liability for interest thereon to the registered bondholder thereof, for the benefit of the Holders of such Bonds who shall, except as provided in the following paragraph, thereafter be restricted exclusively to such fund or funds for the satisfaction of any claim of whatever nature on their part under this Bond Indenture or relating to said Bonds.

Any Monies which the Trustee shall segregate and hold in trust for the payment of the Debt Service Charges on any Bond and which remain unclaimed for two years after such Debt Service Charges have become due and payable shall be paid to the Issuer inclusive of any earned interest thereof. After the payment of such unclaimed monies to the Issuer, the Holder of any such Bond shall thereafter look only to the Issuer for the payment thereof, excluding any interest thereof and all liability of the Trustee with respect to such monies shall thereupon cease.

Section XVI.8 Bridge Loan Fund.

(a) The Bridge Loan Fund shall be separate from any other fund established and maintained hereunder or under any laws governing the creation and use of funds by the Issuer.  There shall be deposited in the Bridge Loan Fund such amounts, allocated from the Bond Liquidation Fund, as are required to be deposited therein for the re-payment, in full, of any outstanding bridge loan facility or loan facilities otherwise owing and due by the Issuer. All monies at any time deposited in the Bridge Loan Fund shall be held by the Trustee in trust, to the extent required to satisfy re-payment, in full, of any Bridge Loan facility outstanding.

Neither the Issuer, the Holder of any Bonds nor the Trustee, except a Trustee in its separate capacity as a commercial banking lender who may have originated said Bridge Loan facility shall have any rights in or claim to such monies held in the Bridge Loan Fund. All amounts deposited into or on deposit in the Bridge Loan Fund shall be governed by this Section.

(b) Notwithstanding any other provisions herein, the Trustee shall allocate and deposit amounts to the Bridge Loan Fund from deposits held for the benefit of the CCC ESOP Trust, Bond Liquidation Fund account, which are generated from the progressive liquidation of the Series Bonds.

(c) The Trustee shall have no obligations to pay any amounts required to be disbursed by the Bridge Loan Fund pursuant to this Section, other than from monies held in the Bridge Loan Fund created under this Indenture or from other monies provided separately to it by the Issuer.

 (d) The Trustee shall invest all amounts held in the Bridge Loan Fund in Permitted Investments as directed by the Issuer.

(e) The Trustee shall remit all balances in the Bridge Loan Fund, exclusive of any and all earned interest thereof, if any.  At the direction of the Issuer, any fund balances in the Bridge Loan Fund up to the amount owed by the Issuer, exclusive of any and all earned interest thereof, shall be remitted to the Bridge Loan lender(s).  All earned interest generated and accruing to the Bridge Loan Fund, if any, over and above the amount owed to the Bridge Loan Lender(s) shall be withdrawn and remitted directly to the Bond Issuer within five days after remittance of all outstanding Bridge Loan re-payment amounts, in full, to any and all Bridge Loan lender(s).

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Section XVI.9 Payment to the Issuer. After the right, title and interest of the Trustee in and to the Trust Estate and all covenants, agreements and other obligations of the Issuer to the Holders shall have ceased, terminated and become void and shall have been satisfied and discharged in accordance with Article VXI hereof, and all fees, expenses and other amounts payable to the Issuer, the Trustee, the Registrar, any Authenticating Agent, any Paying Agent and Administrative Expenses pursuant to any provision hereof shall have been paid in full, any monies remaining in any fund or account held under this Indenture (other than monies held for the payment of Debt Service Charges) shall be paid to the Issuer, except as otherwise provided in Section XVI.9 hereof.

ARTICLE XVII

BOND LIQUIDATION FUND

Section XVII.1 Bond Liquidation Fund. Subsequent to the initial issuance of the Series Bonds and/or any series bonds thereof, by the Company, said Series Bonds and/or any series bonds thereof shall be issued to and deposited directly by the CCC ESOP Trust, as the Original Purchaser, into its institutional broker/dealer securities account. The CCC ESOP Trust, as the Original Purchaser, shall progressively cause said Series Bonds to be liquidated and/or any series bonds thereof, on an agency basis, directly into the institutional capital market place through its institutional broker/dealer securities account.

 The proceeds generated from any and all liquidations of the Series Bonds and/or any series bonds thereof shall be delivered directly from the Original Purchaser, institutional securities broker/dealer account, to the Trustee, for the benefit of the CCC ESOP Trust and the deposited into of, the CCC ESOP Trust, Series Bond liquidation fund account (the “Bond Liquidation Fund).

Monies from the CCC ESOP Trust, Series Bond liquidation fund account and/or any series bonds thereof shall then be allocated by, the Trustee, to specific funds and/or accounts pursuant to Section XVI.

ARTICLE XVIII

BOND ISSUER FUND

Section XVIII.1 Bond Issuer Fund. Monies generated from the liquidation of the Series Bonds by, the CCC ESOP Trust, as the Original Purchaser, and deposited into the bond liquidation fund account; net of specific amounts allocated to certain accounts and funds as detailed in Section XVI, shall be allocated and deposited by the Trustee, into the Bond Issuer Fund account (the “Bond Issuer Fund”), for the benefit of the bond issuer, Citizens Capital Corp.. Subsequently, said amounts held in the Bond Issuer Fund account shall be remitted to the Company, by the Trustee, within five (5) business days after all amounts have been fully allocated to certain accounts and funds as detailed in Section XVI and said accounts and funds have been settled and closed by the Trustee.

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        IN WITNESS WHEREOF, the parties hereto have caused this Bond Indenture to be duly executed as of the day and year first above written.

CITIZENS CAPITAL CORP

Issuer

By: ______________________________

Name: Billy D. Hawkins

Title: President and CEO

UW Trust Company, a Texas trust company

as Trustee

By: ______________________________

Name: Paul E. Maxwell

Title:  Chairman and CEO

                                                  Page 67 of 67

EX-4.3

Exhibit-4.3

Type:  Exhibit-4.3

Description: Citizens Capital Corp.; Series 2010A; First Supplement to the Series Bond Indenture Form.

CITIZENS CAPITAL CORP.

BOND ISSUER

And

UW Trust Company,

a Texas trust company

AS TRUSTEE

FIRST SUPPLEMENTAL INDENTURE

$30,000,000

SERIES 2010A; 7% PERCENT; $1,000 PAR VALUE; CONVERTIBLE, CALLABLE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020

CUSIP: 174445AA4

FIRST SUPPLEMENTAL INDENTURE dated as of __________________, 2010 (“Supplemental Indenture”), to the Indenture dated as of____________________, 2010 (as supplemented, the “Indenture”), by and between  CITIZENS CAPITAL CORP., a Texas corporation (herein called the “Company” and/or the “Bond Issuer”), having its principal executive office at 3537 Ridgebriar, Dallas, Texas 75234 with official company mailing address for receipt of Notice of: P. O. Box 670406, Dallas, Texas 75367 and UW Trust Company, a Texas Trust Company, as Bond Registrar, Escrow, Paying and Collateral Agent (herein called the “Trustee”), having its principal executive office at 510 N. Valley Mills Drive, Suite 505, Waco, Texas 76710.

        Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Bonds (as defined below):

        WHEREAS, the Bond Issuer and the Trustee have duly authorized the execution and delivery of the Indenture to provide for the issuance from time to time of debt securities (the “Securities”) to be issued in one or more Series as in the Indenture provided;

        WHEREAS, the Bond Issuer desires and has requested the Trustee to join the Bond Issuer in the execution and delivery of this Supplemental Indenture in order to establish and provide for the issuance by the Bond Issuer of a series of Securities designated as its SERIES 2010A; 7% PERCENT; $1,000 PAR VALUE; CONVERTIBLE, CALLABLE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020 (the “Series 2010A Bonds”) in the aggregate principal amount of US $30,000,000, if fully subscribed, substantially in the form attached hereto as Exhibit A, on the terms set forth herein;

         WHEREAS, said Series 2010A Bonds are convertible at US $5.00 per share into 200 shares of Citizens Capital Corp. (OTC:CAAP) common stock per each $1,000 par value bonds held for an aggregate of 6,000,000 shares of Citizens Capital Corp. common stock.

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         WHEREAS, said Series 2010A Bonds are callable at any time, by the issuer, at a 7% percent premium or US $1,070.00 per each $1,000.00 par value bonds held by registered and/or beneficial holder thereof for an aggregate value of US $32,100,000, if fully subscribed.

         WHEREAS, the Bond Issuer intends to use the net proceeds from sale of the Series 2010A Bonds in the following manner:

      1) To facilitate, fund and finance its corporate and/or asset acquisition initiatives which contemplates the pursuit, execution and consummation of multiple asset acquisitions as executed by itself and/or its subsidiary units;

      2) To facilitate, fund and finance the $519,897 purchase of certain studio and IPTV broadcast equipment related to its Black Financial News TV Network unit; its DLFA Industries, Inc’s unit, Dream League TV Network; and its Media Force Sports & Entertainment TV (MFS&E TV) unit respectively;

      3) To facilitate, fund and finance the launch of its DLFA Industries, Inc’s unit, Dream League Football Association, professional football league;

      4) To pay the cost of the Series 2010A Bond issuance and/or re-marketing;

      5)  For working capital and general corporate purposes.

         WHEREAS, in conjunction with the closing and settlement of the Series 2010A Bonds, said Series 2010A Bonds shall be collateralized and secured by Indenture and security agreement directly related to: i) the monthly subscriber subscription revenue as generated by the 10 year content licensing and distribution agreement between and amongst the Bond Issuer and Vivicast Media, LLC, as related to the Bond Issuer’s Black Financial News TV Network; ii) the monthly subscriber subscription revenue as generated by the 10 year content licensing and distribution agreement between and amongst the Bond Issuer and Vivicast Media, LLC, as related to the Bond Issuer’s Dream League TV Network; iii) the monthly subscriber subscription revenue as generated by the Bond Issuer’s MFS&E TV unit; iv) the monthly commercial advertising revenue as generated as a result of the 10 year content licensing and distribution agreement between and amongst the Bond Issuer and Vivicast Media, LLC, as related to the Bond Issuer’s Black Financial News TV Network; v) the monthly commercial advertising revenue as generated as a result of the 10 year content licensing and distribution agreement between and amongst the Bond Issuer and Vivicast Media, LLC, as related to the Bond Issuer’s Dream League TV Network; vi) the monthly commercial advertising revenue as generated by the Bond Issuer’s MFS&E TV unit; vii) cash; viii) marketable securities; and/or ix) other assets (See Exhibit B – List of Pledged Assets; Attached Herein).

WHEREAS, the List of Pledged Assets generate monthly and annual subscriber subscription and commercial advertising revenue (the “Source of Payment of Bonds”) said annual subscriber subscription and commercial advertising revenue shall be a source of income related to payment of annual interest due on the Series 2010A Bonds of US $2,100,000, if said Bonds are fully subscribed; and payable semi-annually in the amount of US $1,050,000, if said Bonds are fully subscribed.

        WHEREAS, Section 3.1 of the Indenture provides that a supplemental indenture may be entered into by the Bond Issuer and the Trustee for such purpose provided certain conditions are met;

        WHEREAS, the conditions set forth in the Indenture for the execution and delivery of this Supplemental Indenture have been complied with; and

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        WHEREAS, all things necessary to make this Supplemental Indenture a valid agreement of the Bond Issuer and the Trustee, in accordance with its terms, and a valid amendment of, and supplement to, the Indenture have been done;

         NOW, THEREFORE:

        In consideration of the premises and the purchase and acceptance of the Bonds by the holders thereof, the Bond Issuer covenants and agrees with the Trustee, for the equal and ratable benefit of the holders, that the Indenture is supplemented and amended, to the extent expressed herein, as follows:

ARTICLE I

Scope of Supplemental Indenture; General

        This Supplemental Indenture supplements, and to the extent inconsistent therewith, replaces the provisions of the Indenture, to which provisions reference is hereby made.

        The changes, modifications and supplements to the Indenture effected by this Supplemental Indenture shall be applicable only with respect to, and govern the terms of, the Bonds, which shall initially be in aggregate principal amount of $30,000,000, which amount may be increased pursuant to an Officers’ Certificate (as defined in the Indenture) in accordance with this Supplemental Indenture and shall not apply to any other Securities that may be issued under the Indenture unless a supplemental indenture with respect to such other Securities specifically incorporates such changes, modifications and supplements. Pursuant to this Supplemental Indenture, there is hereby created and designated a series of Securities under the Indenture entitled “SERIES 2010A; 7% PERCENT; $1,000 PAR VALUE; CONVERTIBLE, CALLABLE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020” (The Bonds shall be in the form of Exhibit A hereto).

        In the event that the Bond Issuer shall issue and the Trustee shall authenticate any Bonds issued under this Supplemental Indenture subsequent to the Issue Date (as defined below) (such Bonds, “Additional Securities”), the Bond Issuer shall use its best efforts to obtain the same “CUSIP” number for such Bonds as is printed on the Bonds outstanding at such time; provided, however, that if any series of Bonds issued under this Supplemental Indenture subsequent to the Issue Date is determined, pursuant to an Opinion of Counsel (as defined in the Indenture) of the Bond Issuer in a form reasonably satisfactory to the Trustee, to be a different class of security than the Bonds outstanding at such time for federal income tax purposes, the Bond Issuer may obtain a “CUSIP” number for such Bonds that is different than the “CUSIP” number printed on the Bonds then outstanding. Notwithstanding the foregoing, all Bonds issued under this Supplemental Indenture shall vote and consent together on all matters as one class and no series of Bonds will have the right to vote or consent as a separate class on any matter.

ARTICLE II

Certain Definitions

        The following terms have the meanings set forth below in this Supplemental Indenture. Capitalized terms used but not defined herein have the meanings ascribed to such terms in the Indenture. To the extent terms defined herein differ from the Indenture the terms defined herein shall govern.

        “Act,” when used with respect to any Holder, has the meaning specified in Section 1.4.

        “Additional Bonds” means all additional Bonds issued on parity as to lien and source of collateral and payment with the Series Bonds.

        “Affiliate” of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any specified Person means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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        “Authenticating Agent” means any Person authorized by the Trustee pursuant to Section 6.14 to act on behalf of the Trustee to authenticate Securities of one or more series.

        “Board of Directors” means either the board of directors of the Company or any duly authorized committee of that board empowered to act for it with respect to this Indenture.

        “Board Resolution” means a copy of a resolution certified by the Secretary or an Assistant Secretary of the Company to have been duly adopted by the Board of Directors and to be in full force and effect on the date of such certification, and delivered to the Trustee.

        “Bond Fund” means the trust account fund established by the Trustee for the payment of principal and interest to bondholders of record.

        “Bondholder” “Holder of Bonds,” “Owner of Bonds” or any similar term means the registered owner of any Bond.

        “Bond Issuer Fund” means trust fund account established by the Trustee for the allocation and disbursement of net bond proceeds for the benefit of the bond issuer, Citizens Capital Corp.

        “Bond Liquidation Fund” means trust account established by the Trustee for the secondary placement and liquidation of bonds in the capital market place by the original purchaser, CCC ESOP Trust, and subsequent holding of said bond proceeds pending further allocation and disbursement pursuant to Section XVI.

         “Bonds” means the Series Bonds pursuant to current Supplemental Indenture and any Additional Series Bonds and/or series thereof hereafter issued within the terms, restrictions and conditions contained in this Indenture.

       “Bond Year” means the period of twelve consecutive months beginning the first month of issuance to all bond purchasers, except the Citizens Capital Corp. ESOP Trust, ending on December 1, or the next Business Day if December 1 is not a Business Day, in any year in which Series Bonds are or will be outstanding, provided that the first Bond Year shall commence on the date of delivery of the Series Bonds upon secondary issuance to all purchasers thereof, except the Citizens Capital Corp.

ESOP Trust.

         “Bridge Loan Fund” means trust account established by the Trustee for the allocation and disbursement of proceeds to satisfy, in full from gross bond proceeds, repayment to a lender(s) related to any outstanding bridge loan facilities entered into by the bond issuer from the period of initiation of the bond offering to the close and settlement of the bond liquidation proceedings.

        “Business Day,” when used with respect to any Place of Payment, means each Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which banking institutions in that Place of Payment are authorized or obligated by law or executive order to close.

        “CCC ESOP Trust” means the Citizens Capital Corp. Employee Stock Ownership Trust which facilitates and acts as a secondary, bond liquidation conduit on behalf of the issuer as it pertains to the liquidation of the issuer’s bonds in the secondary, institutional market place.

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        “Commission” means the Securities and Exchange Commission, from time to time constituted, created under the Exchange Act, or, if at any time after the execution of this instrument such Commission is not existing and performing the duties now assigned to it under the TRUST INDENTURE Act, then the body performing such duties at such time.

        “Common Stock” includes any stock of any class of the Company, which has no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which is not subject to redemption by the Company; provided, however, subject to the provisions of Section 14.9 of the Indenture, shares issuable upon conversion of Securities shall include only shares of the class designated as Common Stock of the Company at the date of this Indenture and /or Indenture Supplement or shares of any class or classes resulting from any reclassification or reclassifications thereof and which have no preference in respect of dividends or of amounts payable in the event of any voluntary or involuntary liquidation, dissolution or winding-up of the Company and which are not subject to redemption by the Company; provided, further that if at any time there shall be more than one such resulting class, the shares of each such class then so issuable shall be substantially in the proportion which the total number of shares of such class resulting from all such reclassifications bears to the total number of shares of all such classes resulting from all such reclassifications.

        “Company” means the corporation named as the “Company” in the first paragraph of this instrument until a successor Person shall have become such pursuant to the applicable provisions of this Indenture and thereafter “Company” shall mean such successor Person.

        “Company Request” or “Company Order” means a written request or order signed in the name of the Company by its Chairman of the Board, its President or a Vice President, and by its principal financial officer, its Treasurer, an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered to the Trustee.

        “Constituent Person” has the meaning specified in Section 14.9.

        “Conversion” means the conversion of one security for that of another security.

        “Conversion Ratio” means the percentage ratio and value that one security shall have right and/or privilege to be converted into that of another security by the holders of the security thereof.

        “Corporation” means a corporation, association, company, joint-stock company or business trust.

        “Costs of Issuance” shall mean those costs of issuing Bonds, including, but not limited to, legal, accounting, fiscal agent fees and expenses, any premiums for municipal bond insurance, rating agency charges and expenses, letter of credit fees and expenses and other fees and expenses and all other costs incidental to the issuance of Bonds.

        “Costs of Issuance Fund” means the trust fund account established by the Trustee to allocate and disburse bond proceeds for the payment of various cost related to the issuance of bonds by the issuer.

        “Covenant Defeasance” has the meaning specified in Section 13.3.

        “Defaulted Interest” has the meaning specified in Section 3.7.

        “Defeasance” has the meaning specified in Section 13.2.

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        “Depositary” means, with respect to Securities of any series issuable in whole or in part in the form of one or more Global Securities, a clearing agency registered under the Exchange Act that is designated to act as Depositary for such Securities as contemplated by Section 3.1.

       “DTC” means The Depository Trust Company, New York, New York, a limited purpose trust company organized under the laws of the State of New York, in its capacity as securities depository for the Bonds, or any successor thereto.

       “DTC Eligible” means Bonds meeting the qualifications prescribed by DTC.

        “Event of Default” has the meaning specified in Section 5.1.

        “Exchange Act” means the Securities Exchange Act of 1934 and any statute successor thereto, in each case as amended from time to time.

        “Expiration Date” has the meaning specified in Section 1.4.

        “First Mortgage Bonds” means a promise to pay in the form of a bond secured by a “First "Mortgage.  It has first claim on the pledged property of the corporation securing said bonds, as well as, upon its earnings.

       “Global Security” means a Security eligible for book-entry settlement with the DTC and that evidences all or part of the Securities of any series and bears the legend set forth in Section 2.2 (or such legend as may be specified as contemplated by Section 3.1 for such Securities).

        “Holder” means a Person in whose name a Security is registered in the Security Register.

        “Indenture” means this instrument as originally executed and as it may from time to time be supplemented or amended by one or more Indentures supplemental hereto entered into pursuant to the applicable provisions hereof, including, for all purposes of this instrument and any such supplemental Indenture, the provisions of the TRUST INDENTURE Act that are deemed to be a part of and govern this instrument and any such supplemental Indenture, respectively. The term “Indenture” shall also include the terms of particular series of Securities established as contemplated by Section 3.1; provided, however, that if at any time more than one Person is acting as Trustee under this Indenture due to the appointment of one or more separate Trustee for any one or more separate series of Securities, “Indenture” shall mean, with respect to such series of Securities for which any such Person is Trustee, this instrument as originally executed or as it may from time to time be supplemented or amended by one or more Indentures supplemental hereto entered into pursuant to the applicable provisions hereof and shall include the terms of particular series of Securities for which such Person is Trustee  established as contemplated by Section 3.1, exclusive, however, of any provisions or terms which relate solely to other series of Securities for which such Person is not Trustee, regardless of when such terms or provisions were adopted, and exclusive of any provisions or terms adopted by means of one or more Indentures supplemental hereto executed and delivered after such Person had become such Trustee, but to which such person, as such Trustee, was not a party; provided, further that in the event that this Indenture is supplemented or amended by one or more Indentures supplemental hereto which are only applicable to certain series of Securities, the term “Indenture” for a particular series of Securities shall only include the supplemental Indentures applicable thereto.

        “Interest,” when used with respect to a Security which by its terms bears annual interest payable to bondholders semi-annually.

       “Interest Account” means the account of that name established within the Bond Fund to allocate and disburse funds related to the payment of interest to bond holders.

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       “Interest Payment Date,” when used with respect to any Security, means the Stated Maturity of an installment of interest on such Security.

        “Investment Company Act” means the Investment Company Act of 1940 and any statute successor thereto, in each case as amended from time to time.

        “Issuance Closing Date” means the date that the Series Bond issuance is sold by the original purchaser and the Series Bond issuance settles and closes.

        “Issuer” means an issuer of securities, in this case, it shall mean Citizens Capital Corp. and/or any successor thereto.

        “Maturity,” when used with respect to any Security, means the date on which the principal of such Security or an installment of principal becomes due and payable as therein or herein provided, whether at the Stated Maturity or by declaration of acceleration, call for redemption or otherwise.

        “Notice of Default” means a written notice of the kind specified in Section 5.1(4).

        “Officers’ Certificate” means a certificate signed by the Chairman of the Board, the President or a Vice President, and by the principal financial officer, the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary, of the Company, and delivered to the Trustee.  One of the officers signing an Officers’ Certificate given pursuant to Section 10.4 shall be the principal executive, financial or accounting officer of the Company.

        “Opinion of Counsel” means a written opinion of counsel, who may be counsel for, or an employee of, the Company, and who shall be reasonably acceptable to the Trustee.

        “Original Issue Discount Security” means any Security which provides for an amount less than the principal amount thereof to be due and payable upon a declaration of acceleration of the Maturity thereof pursuant to Section 5.2.

        “Original Purchasers” means those investment banking firms or other entities so designated as such in a resolution of the Issuer with respect to the issuance of a series of Bonds shall mean Citizens Capital Corp. Employee Stock Ownership Trust (CCC ESOP Trust).

        “Outstanding,” when used with respect to Securities, means, as of the date of determination, all Securities theretofore authenticated and delivered under this Indenture, except

(1) Securities theretofore canceled by the Trustee or delivered to the Trustee for cancellation;

(2) Securities for whose payment or redemption money in the necessary amount has been theretofore deposited with the Trustee or any Paying Agent (other than the Company) for the benefit of or set aside and segregated by the Company (if the Company shall act as its own Paying Agent) for the Holders of such Securities; provided that, if such Securities are to be redeemed, notice of such redemption has been duly given pursuant to this Indenture or provision therefore satisfactory to the Trustee has been made;

(3)  Securities as to which Defeasance has been effected pursuant to Section 13.2; and

(4) Securities which have been paid pursuant to Section 3.6 or in exchange for or in lieu of which other Securities have been authenticated and delivered pursuant to this Indenture, other than any such Securities in respect of which there shall have been presented to the Trustee proof satisfactory to it that such Securities are held by a bona fide purchaser in whose hands such Securities are valid obligations of the Company; provided, however, that in determining whether the Holders of the requisite principal amount of the Outstanding Securities have given, made or taken any request, demand, authorization, direction, notice, consent, waiver or other action hereunder as of any date, (A) the principal amount of an Original Issue Discount Security which shall be deemed to be Outstanding shall be the amount of the principal thereof which would be due and payable as of such date upon acceleration of the Maturity thereof to such date pursuant to Section 5.2, (B) if, as of such date, the principal amount payable at the Stated Maturity of a Security is not determinable, the principal amount of such Security which shall be deemed to be Outstanding shall be the amount as specified or determined as contemplated by Section 3.1, (C) the principal amount of a Security denominated in one or more foreign currencies or currency units which shall be deemed to be Outstanding shall be the U.S. dollar equivalent, determined as of such date in the manner provided as contemplated by Section 3.1, of the principal amount of such Security (or, in the case of a Security described in Clause (A) or (B) above, of the amount determined as provided in such Clause), and (D) Securities owned by the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, waiver or other action, only Securities which the Trustee knows to be so owned shall be so disregarded. Securities so owned which have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Trustee the pledgee’s right so to act with respect to such Securities and that the pledgee is not the Company or any other obligor upon the Securities or any Affiliate of the Company or of such other obligor.

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        “Paying Agent” means the Trustee or any Person authorized by the Company to pay the principal of or any premium or interest on any Securities on behalf of the Company.

        “Person” means any individual, corporation, partnership, joint venture, trust, unincorporated organization or government or any agency or political subdivision thereof.

        “Place of Payment,” when used with respect to the Securities of any series, means the place or places where the principal of and any premium and interest on the Securities of that series are payable as specified as contemplated by Section 3.1.

        “Pledge Assets” means the assets pledged as collateral, securing the Series Bonds.

        “Predecessor Security” of any particular Security means every previous Security evidencing all or a portion of the same debt as that evidenced by such particular Security; and, for the purposes of this definition, any Security authenticated and delivered under Section 3.6 in exchange for or in lieu of a mutilated, destroyed, lost or stolen Security shall be deemed to evidence the same debt as the mutilated, destroyed, lost or stolen Security.

        “Record Date” means any Regular Record Date or Special Record Date.

        “Redemption Date,” when used with respect to any Security to be redeemed, means the date fixed for such redemption by or pursuant to this Indenture.

        “Redemption Price,” when used with respect to any Security to be redeemed, means the price at which it is to be redeemed pursuant to this Indenture.

        “Regular Record Date” for the interest payable on any Interest Payment Date on the Securities of any series means the date specified for that purpose as contemplated by Section 3.1.

Page 8 of 20

        “Remarketing Agent” means a registered securities broker/dealer, acting on an agency basis, in the sale, resale and/or trading of the Series Bonds.

        “Securities” has the meaning stated in the first recital of this Indenture and more particularly means any Securities authenticated and delivered under this Indenture.

        “Securities Act” means the Securities Act of 1933 and any statute successor thereto, in each case as amended from time to time.

        “Security Register” and “Security Registrar” have the respective meanings specified in Section 3.5.

        “Special Record Date” for the payment of any Defaulted Interest means a date fixed by the Trustee pursuant to Section 3.7.

        “Source of Payment of Bonds” means the primary source of funds utilized to make semi-annual interest on the bonds.

        “Stated Maturity,” when used with respect to any Security or any installment of principal thereof or interest thereon, means the date specified in such Security as the fixed date on which the principal of such Security or such installment of principal or interest is due and payable.

        “Subsidiary” means, with respect to any Person, (i) any corporation or trust of which a majority of the outstanding voting securities is at the time, and (ii) any partnership of which a majority of the equity capital or profit interest is at the time, owned, directly or indirectly, by the Company, by one or more other Subsidiaries or by the Company and one or more Subsidiaries. For the purposes of this definition, “voting securities” means securities which ordinarily have voting power for the election of directors, whether at all times or only so long as no senior class of securities has such voting power by reason of any contingency.

        “Trustee” means UW Trust Company, a Texas trust company acting on behalf of bond issuer and bond purchasers as referenced in the first paragraph of this instrument until a successor Trustee shall have become such pursuant to the applicable provisions of this Indenture, and thereafter “Trustee” shall mean or include each Person who is then a Trustee hereunder, and if at any time there is more than one such Person, “Trustee” as used with respect to the Securities of any series shall mean the Trustee with respect to Securities of that series.

       “Trust Indenture Act” means the TRUST INDENTURE Act of 1939 as in force at the date as of which this instrument was executed; provided, however, that in the event the TRUST INDENTURE Act of 1939 is amended after such date, “TRUST INDENTURE Act” means, to the extent required by any such amendment, the TRUST INDENTURE Act of 1939 as so amended.

      “Trustee Office” means the Executive office of: UW Trust Company, the Trustee, located at:  510 N. Valley Mills Drive, Suite 505; Waco, Texas 76710; Attention: Vicky Smith; Facsimile: (254) 741-9869 or such other office, designated by the Trustee by written notice to the Company, at which at any particular time its corporate agency services business shall be administered.         

     “U.S. Government Obligation” has the meaning specified in Section 13.4 of the Indenture.

     “Vice President,” when used with respect to the Company or the Trustee, means any vice president, whether or not designated by a number or a word or words added before or after the title “vice president.”

Page 9 of 20

ARTICLE III

The Bonds

Section 3.1  Payments of Principal and Interest

        The SERIES 2010A; 7% PERCENT; $1,000 PAR VALUE; CONVERTIBLE, CALLABLE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020 shall bear interest from the Dated date of the sale/purchase of the Bonds up to but excluding the date of Maturity, at the rate of 7% per annum or $2,100,000.  The Bonds shall mature on December 1, 2020.  The Bond Issuer shall pay interest semi-annually on the Bonds at an amount of $385,000 on June 15 and December 15 of each year, commencing on the closing date of said issuance to the Person in whose name any such Bond or any predecessor Bond is registered in the Security Register at the close of business on  June 1 and December 1 respectively next preceding such Interest Payment Date. The Bond Issuer initially authorizes the Trustee to act as Paying Agent.

Section 3.2  Optional Redemption

        Subject to the provisions of Article XI of the Indenture, the Bonds shall be callable at the option of the Bond Issuer, in whole at any time or in part from time to time, at a Redemption Premium of 7% or $1,070.00 per $1,000.00 par value bonds held or an aggregate value of $32,100,000.

Section 3.3 No Sinking Fund.

        The Bonds shall not be entitled to the benefit of any sinking fund.

Section 3.4  Book Entry, Delivery and Form.

        The Bonds shall initially be issued in certificated form. Subsequently, the bonds shall be a book-entry only, Global Security (the “Global Bond”).  As such, the Global Bond shall be deposited on or about the Dated date of the sale/purchase with, or on behalf of, The Depository company (the “Depositary”) and registered in the name of Cede & Co., as nominee of the Depositary.

Section 3.5  Form of Legend for Global Bond

        In addition to the legend set forth in Section 2.2 of the Indenture, every Global Bond authenticated and delivered hereunder shall bear a legend substantially in the following form:

THE BONDS ARE A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND SHALL BE REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE BOND ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

Page 10 of 20

ARTICLE IV

Covenants

Section 4.1  Limitations on Liens

        So long as any of the Series 2010A Bonds are Outstanding, neither the Bond Issuer nor any Subsidiary shall pledge, mortgage, hypothecate or grant a security interest in, or permit any mortgage, pledge, security interest or other lien upon the real property which serves as collateral securing the SERIES 2010A; 7% PERCENT; $1,000 PAR VALUE; CONVERTIBLE, CALLABLE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020.  However, that this restriction shall not apply to nor prevent the Bond Issuer or any of its direct or indirect subsidiaries from the creation of:

                    (1) any mortgage, pledge, security interest, lien or encumbrance upon the capital stock, assets or any real property, other than, the real property which serves as collateral securing the SERIES 2010A; 7% PERCENT; $1,000 PAR VALUE; CONVERTIBLE, CALLABLE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020.

                    (2)  any judgment, levy, execution, attachment or other similar lien arising in connection with court proceedings, provided that:

(a)  the execution or enforcement of each such lien is effectively stayed within 60 days after entry of the corresponding judgment (or the corresponding judgment has been discharged within such 60-day period) and the claims secured thereby are being contested in good faith by appropriate proceedings timely commenced and diligently prosecuted;      

ARTICLE V

Remedies

Section 5.1  Events of Default

        “Event of Default” means, with respect to the Bonds, any one or more of the following events (whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body):

(a)   default in the payment of the principal of or any Make-Whole Amount on any Bond at its Maturity;

(b)  default in the payment of any interest upon any Bond when it becomes due and payable, and continuance of such default for a period of 30 days;

(c)  default in the performance, or breach, of any covenant or warranty of the Bond Issuer in this Supplemental Indenture or the Indenture (other than a covenant or warranty a default in whose performance or whose breach is elsewhere in this Section specifically dealt with or which has expressly been included in the Indenture solely for the benefit of series of Securities other than the Bonds), and the continuance of such default or breach for a period of 60 days after there has been given, by registered or certified mail, to the Bond Issuer by the Trustee or to the Bond Issuer and the Trustee by the Holders of at least 25% in principal amount of the Bonds Outstanding a written notice specifying such default or breach and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder (without giving effect to any applicable grace period with respect to such covenant or warranty);

Page 11 of 20

(d)  the entry by a court having jurisdiction in the premises of (i) a decree or order for relief in respect of the Bond Issuer in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or (ii) a decree or order adjudging the Bond Issuer bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Bond Issuer under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, Trustee, sequestrator or other similar official of the Bond Issuer or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 90 consecutive days; or

(e)   the commencement by the Bond Issuer of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to the entry of a decree or order for relief in respect of the Bond Issuer in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against it, or the filing by it of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by it to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, Trustee, sequestrator or other similar official of the Bond Issuer or of any substantial part of its property, or the making by it of an assignment for the benefit of creditors, or the admission by it in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Bond Issuer in furtherance of any such action.

ARTICLE VI

Miscellaneous

Section 6.1  Governing Law.

        This Supplemental Indenture and the Bonds shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to such states’ conflicts of laws principles.

Section 6.2  Ratification of Indenture

        Except as expressly modified or amended hereby, the Indenture continues in full force and effect and is in all respects confirmed, ratified and preserved.

Section 6.3 Trustee.

        The Trustee makes no representations as to the validity or sufficiency of this Supplemental Indenture. The statements and recitals herein are deemed to be those of the Bond Issuer and not those of the Trustee.

Section 6.4  Counterparts

        This Supplemental Indenture may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute one and the same instrument.

Section 6.5   Separability

        In case any provision in this Supplemental Indenture or in the Bonds shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

        IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be duly executed, all as of the date first above written.

Page 12 of 20

CITIZENS CAPITAL CORP.

as the Bond Issuer

By: /s/ Billy D. Hawkins______________________________

Name: Billy D. Hawkins

Title: President and CEO

Date:________________

UW Trust Company, a Texas trust company

as Trustee

By: ______________________________

Name: Paul E. Maxwell

Title:  Chairman and CEO

Date:________________

Exhibit A

FORM OF BOND

[Face of Security]

        SUBSEQUENT TO ORIGINAL ISSUANCE TO THE ORIGINAL PURCHASER(S), AND AT THE DEPOSIT OF SAID SECURITY CERTIFICATE WITH ANY REGISTERED SECURITIES BROKER/ DEALER, THIS SECURITY IS A GLOBAL SECURITY WITHIN THE MEANING OF THE INDENTURE HEREINAFTER REFERRED TO AND SHALL BE REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF. THIS SECURITY MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A SECURITY REGISTERED, AND NO TRANSFER OF THIS SECURITY IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

        UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO THE BOND ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.]

Page 13 of 20

A-1

No.: ___CUSIP No.

CITIZENS CAPITAL CORP.

$30,000,000

SERIES 2010A; 7%; $1,000 PAR VALUE;; CONVERTIBLE; CALLABLE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020

        CITIZENS CAPITAL CORP., a Texas corporation (the “Bond Issuer”), for value received, hereby promises to pay to ___________________or the registered assigns the principal sum of US $30,000,000 DOLLARS on December 1, 2020 (the “Stated Maturity”) or earlier at the option of the Bond Issuer as provided herein (the “Redemption Date”) and to pay annual interest of US $2,100,000 payable semi-annually in the amount of US $1,050,000 on June 15 and December 15 in each year (each, an “Interest Payment Date”), commencing on the Issuance Closing Date, at the rate of 7% per annum, until the principal hereof is paid or duly provided for.

        All capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Indenture by and between the Bond Issuer and UW Trust Company, a Texas Trust Company, as Trustee (the “Trustee”), dated as of ________________2010, as supplemented by the First Supplemental Indenture, dated as of _________________2010, by and between the Bond Issuer and the Trustee (collectively, the “Indenture”).

        The interest payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in such Indenture, be paid to the Holder in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on the Regular Record Date for such interest, which shall be the June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date at the office or agency of the Bond Issuer maintained for such purpose. Any such interest not so punctually paid or duly provided for shall forthwith cease to be payable to the Holder on such Regular Record Date, and may be paid to the Holder in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or may be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture. Interest will be computed on the basis of a 360-day year of twelve 30-day months.

        The principal of this Security payable on the Stated Maturity or the principal of, or Make-Whole Amount, if any, and, if the Redemption Date is not an Interest Payment Date, interest on this Security payable on the Redemption Date, will be paid against presentation of this Security at the office or agency of the Bond Issuer maintained for that purpose in the Dallas, Texas, in such coin or currency of the United States of America as at the time of payment is legal tender for the payment of public and private debts.

A-2

        Interest payable on this Security on any Interest Payment Date and on the Stated Maturity or Redemption Date, as the case may be, will include interest accrued from and including the next preceding Interest Payment Date in respect of which interest has been paid or duly provided for up to but excluding such Interest Payment Date or the Stated Maturity or Redemption Date, as the case may be. If any Interest Payment Date or the Stated Maturity or Redemption Date falls on a day that is not a Business Day, as defined below, principal or Make-Whole Amount, if any, and/or interest payable with respect to such Interest Payment Date or Stated Maturity or Redemption Date, as the case may be, will be paid on the next succeeding Business Day with the same force and effect as if it were paid on the date such payment was due, and no interest shall accrue on the amount so payable for the period from and after such Interest Payment Date or Stated Maturity or Redemption Date, as the case may be. “Business Day” means each Monday, Tuesday, Wednesday, Thursday or Friday which is not a day on which banking institutions in the City of Dallas, Texas are authorized or obligated by law or executive order to close.

Page 14 of 20

        [If this Security is a Global Bond, insert: All payments of principal or Make-Whole Amount, if any, and interest in respect of this Security will be made by the Bond Issuer in immediately available funds.]

        Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

        Unless the Certificate of Authentication hereon has been executed by the Trustee by manual signature of one of its authorized signatories, this Security shall not be entitled to any benefit under the Indenture, or be valid or obligatory for any purpose.

A-3

        IN WITNESS WHEREOF, the Bond Issuer has caused this instrument to be duly executed under its facsimile corporate seal.

Dated: _____________	CITIZENS CAPITAL CORP
	By: ______________________________
	Name____________________________
	Title_____________________________
Attest:
By:
Name
Title:

TRUSTEE’S CERTIFICATE OF AUTHENTICATION

        This is one of the Securities of the series designated herein referred to in the within-mentioned Indenture.

UW Trust Company, a Texas trust company

as Trustee

    By: ______________________________

Authorized Officer

Date:____________________________

A-4

[Reverse of Security]

CITIZENS CAPITAL CORP.

$30,000,000

SERIES 2010A; 7%; $1,000 PAR VALUE; CONVERTIBLE; CALLABLE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020

Page 15 of 20

        This Security is one of a duly authorized issue of securities of the Bond Issuer (herein called the “Securities”), issued and to be issued in one or more series under an Indenture, dated as of ______________ 2010, as supplemented by the First Supplemental Indenture, dated as of ______________2010 (as so supplemented, herein called the “Indenture”), each between the Bond Issuer and UW Trust Company, a Texas Trust Company, as Trustee (herein called the “Trustee”), which term includes any successor Trustee under the Indenture with respect to the series of which this Security is a part), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities there under of the Bond Issuer, the Trustee and the Holders of the Securities, and of the terms upon which the Securities are, and are to be, authenticated and delivered. The aggregate principal amount of the Securities to be issued under such series is initially limited to $30,000,000 (except for Securities authenticated and delivered upon transfer of, or in exchange for, or in lieu of other Securities). All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture.

        If an Event of Default, as defined in the Indenture, with respect to the Securities shall occur and be continuing, the principal of the Securities of this series may be declared due and payable in the manner and with the effect provided in the Indenture.

        At the option of bond holders, the SERIES 2010A; 7% PERCENT; $1,000 PAR VALUE; CONVERTIBLE, CALLABLE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020 are convertible at $5.00 per share into 200 shares of Citizens Capital Corp. (OTC:CAAP) common stock per each $1,000 par value bonds held for an aggregate of 6,000,000 shares of Citizens Capital Corp. common stock.

        At the option of the Bond Issuer, the Securities are subject to redemption, at any time, by the issuer, at a 7% percent premium or $1,070.00 per each $1,000.00 par value bonds held by the registered and/or beneficial holder thereof for an aggregate value of $32,100,000.

        Notice of redemption will be given by mail to Holders of Securities, not less than 30 nor more than 60 days prior to the Redemption Date, all as provided in the Indenture.

        In the event of redemption of this Security in part only, a new Security or Securities for the unredeemed portion hereof shall be issued in the name of the Holder hereof upon the cancellation hereof.

        The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Bond Issuer and the rights of the Holders of the Securities under the Indenture at any time by the Bond Issuer and the Trustee with the consent of the Holders of not less than a majority of the aggregate principal amount of all Securities issued under the Indenture at the time Outstanding and affected thereby. The Indenture also contains provisions permitting the Holders of not less than a majority of the aggregate principal amount of the Outstanding Securities, on behalf of the Holders of all such Securities, to waive compliance by the Bond Issuer with certain provisions of the Indenture. Furthermore, provisions in the Indenture permit the Holders of not less than a majority of the aggregate principal amount, in certain instances, of the Outstanding Securities of any series to waive, on behalf of all of the Holders of Securities of such series, certain past defaults under the Indenture and their consequences.

A-5

        No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Bond Issuer, which is absolute and unconditional, to pay the principal of (and Make-Whole Amount, if any) and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed.

Page 16 of 20

        As provided in the Indenture and subject to certain limitations therein set forth, the transfer of this Security is registrable in the Security Register of the Security Registrar upon surrender of this Security for registration of transfer at the office or Trustee agency of the Bond Issuer in any place where the principal of (and Make-Whole Amount, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Bond Issuer and the Security Registrar duly executed by, the Holder hereof or by his attorney duly authorized in writing, and thereupon one or more new Securities, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees.

        As provided in the Indenture and subject to certain limitations therein set forth, this Security is exchangeable for a like aggregate principal amount of Securities of different authorized denominations but otherwise having the same terms and conditions, as requested by the Holder hereof surrendering the same.

        The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof.

        No service charge shall be made for any such registration of transfer or exchange, but the Bond Issuer may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith.

        Prior to due presentment of this Security for registration of transfer, the Bond Issuer, the Trustee and any agent of the Bond Issuer or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Bond Issuer, the Trustee nor any such agent shall be affected by notice to the contrary.

        No recourse shall be had for the payment of the principal of or Make-Whole Amount, if any, or the interest on this Security, or for any claim based hereon, or otherwise in respect hereof, or based on or in respect of the Indenture or any indenture supplemental thereto, against any incorporator, stockholder, employee, agent, officer, or director or subsidiary, as such, past, present or future, of the Bond Issuer or of any successor corporation, either directly or through the Bond Issuer or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released.

A-6

        The Securities and the Indenture shall be governed by and be construed in accordance with the laws of the State of Texas, without giving effect to such state’s conflicts of laws principles.

A-7

ASSIGNMENT FORM

To assign this Security, fill in the form below: (I) or (we) assign and transfer this Security to

Page 17 of 20

(Insert assignee’s soc. sec. or tax I.D. no.)

(Print or type assignee’s name, address and zip code)

and irrevocably appoint___________________________________________________________ to transfer this Security on the books of the Bond Registrar. The agent may substitute another to act for him.

Date: _________________

Your Signature: __________________________

(Sign exactly as your name appears on the face of this Security)

Tax Identification No: _____________________

SIGNATURE GUARANTEE:

Signatures must be guaranteed by an "eligible guarantor institution" meeting the requirements of the Security Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program ("STAMP") or such other "signature guarantee program" as may be determined by the Security Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”).  SAID SHARES ARE “RESTRICTED SECURITIES” AS THAT TERM IS DEFINED IN RULE 144A UNDER THE ACT.  THE SHARES MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO RULE 144A, AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN EXEMPTION FROM THE EQUIREMENTS OF REGISTRATION UNDER THE ACT WHICH MIGHT BE RELIED UPON, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE BOND ISSUER.

Page 18 of 20

A-8

Page 19 of 20

EXHIBIT B – List of Pledged Assets

No.	Description of Assets	Projected Initial Subscribers	Project Monthly Subscription Rate	Projected Annual Subscription Revenue	Projected Annual Ad Revenue	Term	Asset Type (1)	Asset Type (2)
1	Black Financial News TV Network/Vivicast Media LLC; content licensing/distribution agreement	100,000	$0.08	$96,000	TBD	10 years	Monthly Subscriber Subscription Revenue	Monthly Commercial Advertising Revenue
2	Dream League TV Network/Vivicast Media LLC; content licensing/distribution agreement	TBD	TBD	TBD	TBD	10 years	Monthly Subscriber Subscription Revenue	Monthly Commercial Advertising Revenue
3	Black Financial News TV Network/MFS&E TV System; content licensing/distribution agreement	20,000	$3.00	$720,000	TBD	10 years	Monthly Subscriber Subscription Revenue	Monthly Commercial Advertising Revenue
4	Dream League TV Network/MFS&E TV System; content licensing/distribution agreement	10,000	$3.00	$360,000	TBD	10 years	Monthly Subscriber Subscription Revenue	Monthly Commercial Advertising Revenue

TBD = To Be Determined

Page 20 of 20

EX-4.4

Exhibit-4.4

Type:  Exhibit-4.4

Description: Citizens Capital Corp. & Citizens Capital Corp. ESOP Trust; Series 2010A; 144A Bond Purchase; Re-marketing Agreement.

$30,000,000

CITIZENS CAPITAL CORP.

7%; $1,000 PAR VALUE; SERIES 2010A; CONVERTIBLE; CALLABE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020  

CUSIP#174445AA4

BOND PURCHASE AGREEMENT

December 31, 2009

CITIZENS CAPITAL CORP. ESOP TRUST

       Dallas, Texas  

As the Original Bond Purchaser

Citizens Capital Corp.

3537 Ridgebriar

Dallas, Texas 75234

Mailing Address:

P.O. Box 670406

Dallas, Texas 75367

Ladies and Gentlemen:

The undersigned Citizens Capital Corp. ESOP Trust (the “Initial Bond Purchaser”) hereby offers to enter into this Bond Purchase Agreement (the “Bond Purchase Agreement”), with Citizens Capital Corp. (the “Issuer”) for the purchase by the Initial Bond Purchaser, from the Issuer, the Citizens Capital Corp.; 7%; $1,000 PAR VALUE; SERIES 2010A; CONVERTIBLE; CALLABE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020 (the “Bonds”). This offer is made subject to acceptance by the Issuer and upon such acceptance this Bond Purchase Agreement shall be in full force and effect in accordance with its terms and shall be binding upon the Issuer and the Initial Bond Purchaser.

Capitalized terms used herein and not otherwise defined shall have the meanings given to such terms as set forth in the First Supplemental Indenture, dated as of First Supplemental Indenture Date (the “First Supplemental Indenture”), between the Issuer and the named Trust Company, as named in the Trust Indenture (the “Indenture”), as trustee (the “Trustee”).

Any authority, right, discretion or other power conferred upon the Initial Bond Purchaser by this Bond Purchase Agreement may be exercised by the Initial Bond Purchaser, and the Issuer shall be entitled to rely upon any request, notice or statement if the same shall have been given or made by the Initial Bond Purchaser.

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Section 1.  Purchase Price. Upon the terms and conditions and upon the basis of the representations set forth herein, the Initial Bond Purchaser hereby agrees to purchase from the Issuer, and the Issuer hereby agrees to sell and deliver or to cause to be delivered to the Initial Bond Purchaser, all (but not less than all) of the $30,000,000 principal; face amount value of the Bonds. The purchase price for the Bonds shall be $18,863,700, representing a fourteen percent (14%) rate of return and discount on the $30,000,000 principal; face amount value of the seven percent (7%); Series 2010A Bonds or an Initial Bond Purchaser’s re-marketing discount in the amount of $11,136,300, or $628.79 per each $1,000 par value amount of said Series 2010A Bonds.

In exchange for the Bonds, no later than one day prior to the delivery date of the Bonds, the Initial Bond Purchaser shall issue and deliver to the Issuer, a purchase money note in the amount of $18,863,700.

Section 2. The Bonds. The Bonds shall be as described in, and shall be secured under and pursuant to the Indenture, dated as of the Indenture Date, as supplemented by a First Supplemental Indenture, dated as of First Supplemental Indenture Date, by and between the Issuer and the Trustee.  The Indenture as so supplemented is referred to as the “Indenture.” The Bonds are obligations of the Issuer whereby the interest due thereof is payable solely from annual, Gross Revenues generated by the pledged assets (the “Source of Bond Interest Payment”).

a)  Use of Proceeds.  Proceeds from the Bonds shall be utilized by the Issuer to provide funds for: (i) debt capital financing in the amount of $21,000,000 related to the issuer’s corporate program of acquisition of certain operating companies; operating assets and/or real property; (ii) acquisition funding up to $1,000,000 related to the acquisition of certain broadband, video broadcast equipment and; (iii) working capital and general corporate purposes.

Section 3. Private Offering of the Bonds. The Bonds are being offered pursuant to an exemption from the requirement of registration under Section 4(2) of the Securities Act of 1933, as amended (the “Act”).  The Bonds shall be resold on a best-effort basis, by the Initial Bond Purchaser, in its role as bond re-marketing agent (the “Re-marketing Agent”) solely to Qualified Institutional Buyers (the “QIBs”) under Rule 144A of the Securities Act of 1933, as amended, pursuant to an exemption from requirements of registration under the Act.  Following the re-marketing of the Bonds to QIBs, by the Re-marketing Agent, the Bond market price and corresponding price/yield, may change from time to time by a registered securities broker/dealer (the “Broker/Dealer”), acting in an agency capacity, in the sale, resale and/or secondary market trading of the bonds.

Section 4. Use and Preparation of Official Statement. The Issuer shall have delivered to the Initial Bond Purchaser an Official Statement, dated the Official Statement Date (the “Official Statement”). The Bonds are being offered in authorized denominations of $1,000 and may be redeemed by the issuer at 100% of the principal amount thereof plus a 7% premium upon not less than thirty days (30) notice.

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The Issuer hereby approves of the use of the Official Statement by the Initial Bond Purchaser in connection with the offering and the sale of the Bonds. The Issuer shall have delivered the Official Statement to the Initial Bond Purchaser no later than the day prior to the Closing Date.

The Initial Bond Purchaser hereby agrees that it will not send any confirmation requesting payment for the purchase of any Bonds unless the confirmation is accompanied by or preceded by the delivery of a copy of the Official Statement. The Initial Bond Purchaser agrees to:  (i) provide the Issuer with final pricing information on the Bonds upon execution of this Bond Purchase Agreement, (ii) promptly file a copy of the Official Statement, including any amendments or supplements prepared by the Issuer. The execution and delivery of this Bond Purchase Agreement by the Issuer constitutes a representation by the Issuer, to the Initial Bond Purchaser, that the representations and warranties contained in this Section 4 are true as of the date hereof.

Section 5. Representations and Warranties of the Issuer. The Issuer represents and warrants to the Initial Bond Purchaser that:  (a) The Issuer has, by Board Resolution, adopted and taken all official action necessary to be taken by it for the execution, delivery and due performance of the First Supplemental Indenture, this Bond Purchase Agreement (collectively, the “Issuer Agreements”) and for  taking any and all such action as may be required on the part of the Issuer to carry out, give effect to and consummate the transactions contemplated hereby; (b) The Issuer is duly organized and existing under the laws of the State of Texas (the “State”) and has all necessary power and authority to enter into and perform its duties under the Issuer Agreements and, when duly authorized, executed and delivered by the other parties thereto, the Issuer Agreements will each constitute a legal, valid and binding obligation of the Issuer enforceable in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium or other laws affecting the enforcement of creditors’ rights generally; (c) The statements and information contained in the Official Statement relating to the Issuer, and their respective functions, duties and responsibilities are and will be true and correct in all material respects and the Official Statement does not and will not omit any statement or information which is necessary to make such statements and information therein, in the light of the circumstances under which they were made, not misleading;

(d) The execution and delivery of the Issuer Agreements and compliance with the provisions there of, will not constitute a breach of or a default under any applicable law or administrative regulation of the State of Texas or the United States, or any applicable judgment, decree, agreement or other instrument to which the Issuer is a party or is otherwise subject;

(e) At the time of the Issuer’s acceptance hereof and at all times subsequent thereto up to and including the time of the Closing, the information and statements in the Official Statement do not and will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(f) As of the date hereof, there is no action, suit, proceeding or investigation before or by any court, public board or body pending against the Issuer or to the best knowledge of the Issuer threatened, wherein an unfavorable decision, ruling or finding would: (i) affect the creation, organization, existence or powers of the Issuer, or the titles of its members or officers, (ii) enjoin or restrain the issuance, sale and delivery of the Bonds, the execution and delivery of the Indenture, or the pledged assets under the Indenture, (iii) in any way question or affect any of the rights, powers, duties or obligations of  the Issuer with respect to the monies pledged, if any, or to be pledged to pay the principal of, premium, if any, or interest on the Bonds, (iv) in any way question or affect any authority for the issuance of the Bonds, or the validity or enforceability of the Bonds or the Issuer Agreements, or (v) in any way question or affect the Bond Purchase Agreement, or the transactions contemplated by the Bond Purchase Agreement, the Official Statement, or any other agreement or instrument to which the Issuer is a party relating to the Bonds;

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(g) Except as may be required under Blue Sky or other securities laws of any state, there is no consent, approval, authorization or other order of, or filing or registration with, or certification by, any regulatory authority having jurisdiction over the Issuer required for the approval and delivery of this Bond Purchase Agreement or the consummation by the Issuer of the other transactions contemplated by the Issuer Agreements that has not been obtained;

(h) Any certificate signed by any official of the Issuer authorized to do so shall be deemed a representation and warranty by the Issuer, to the Initial Bond Purchaser, as to the statements made therein;

(i) The Issuer is not in any material default on any bond, note or other obligation for borrowed money or any agreement under which any such obligation is or was outstanding; and

(j) Except as disclosed in the Official Statement or otherwise disclosed in writing to the Initial Bond Purchaser, there has not been any materially adverse change in the financial condition of the Issuer since December 1, 2009 and there has been no occurrence, circumstance or combination thereof which is reasonably expected to result in any such materially adverse change.

Section 6. Closing. On December 31, 2009, or on such earlier or later date as may be agreed upon by the Initial Bond Purchaser and the Issuer (the date of “Closing Date”), the Initial Bond Purchaser and the Issuer shall mutually execute the Bond Purchase Agreement and the Initial Bond Purchaser shall pay the purchase price of the Bonds as set forth in Section 1 of this Bond Purchase Agreement.

Subsequent to the mutual execution of the Bond Purchase Agreement, the Issuer will cause to be issued in the name of the Initial Bond Purchaser, 11,000; $1,000 Par Value; Series 2010A Bonds, in certificated form.  Further, as related, the Issuer shall cause to be issued to the Initial Bond Purchaser; one (1) Series 2010A Bond certificate both in and at the values so stated immediately afore.  The Issuer will then cause said Series 2010A Bond certificate to be delivered to the Initial Bond Purchaser in definitive, duly executed form.

The Initial Bond Purchaser shall; a) directly through its institutional securities broker dealer; deposit said certificate, in registered form, through the facilities of The Depository Trust Company in New York, New York (“DTC”); or b), deposit said certificate through the facilities of The Depository Trust Company in New York, New York (“DTC”), by initial deposit with the Trustee (in care of DTC) through DTC’s F.A.S.T. procedures; or c) deposit said certificate, in registered form, directly with the Depository Trust Company in New York, New York (“DTC”).

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It is anticipated that a CUSIP identification number shall be assigned prior to issuance of the Bonds and inserted on the Bonds prior to delivery of said Bonds, but neither the failure to provide such number prior to issuance nor any error with respect to the assigning of said number thereto shall constitute a cause for failure or refusal by the Initial Bond Purchaser to accept delivery of the Bonds in accordance with the terms of this Bond Purchase Agreement.

Section 7. Further Conditions to Purchase of Bonds. The Initial Bond Purchaser has entered into this Bond Purchase Agreement in reliance upon the representations, warranties and agreements of the Issuer contained herein and to be contained in the documents and instruments to be delivered at Closing, and upon the performance by the Issuer of their respective obligations hereunder, both as of the date hereof and as of the Closing Date. Accordingly, the obligations of the Initial Bond Purchaser under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds shall be subject to the performance by the Issuer of their obligations to be performed hereunder and under such documents and instruments at, prior to, and/or post Closing, and shall also be subject to the following conditions:

(a) The representations and warranties of the Issuer contained herein shall be true, accurate and complete on the date hereof and on and as of the Closing Date, as if made on the Closing Date;

(b) On the Closing Date (i) each of the Issuer Agreements shall be in full force and effect, and shall not have been amended, modified or supplemented, except as may have been agreed to by the Issuer and Initial Bond Purchaser, and (ii) the Issuer shall perform or have performed all of their respective obligations required under or specified in the Issuer Agreements to be performed by the respective party at or prior to the Closing Date;

(c) As of the Closing Date, all necessary official action of the Issuer relating to the Bonds and the Issuer Agreements shall have been taken by the respective party and shall be in full force and effect and shall not have been amended, modified or supplemented in any material respect;

(d) The Initial Bond Purchaser shall have the right to terminate the obligations of the Initial Bond Purchaser under this Bond Purchase Agreement to purchase, to accept delivery of and to pay for the Bonds by notifying the Issuer of its election to do so if, after the execution hereof and prior to the Closing Date if:

(1) the value of the Bonds, in the reasonable opinion of the Initial Bond Purchaser, has been materially adversely affected by an amendment to the Constitution of the United States or by any legislation in or by the Congress of the United States or by the State or by the amendment of legislation pending as of the date of this Bond Purchase Agreement in the Congress of the United States, or the recommendation to Congress or endorsement for passage (by press release, other form or notice or otherwise) of legislation by the President of the United States, the Treasury Department of the United States, the Internal Revenue Service or the Chairman or ranking minority member of the Committee on Finance of the United States Senate or the Committee on Ways and Means of the United States House of Representatives, or the proposal for consideration of legislation by either such Committee or by any member thereof, or the presentment of legislation for consideration as an option by either such Committee, or by the staff of the Joint Committee on Taxation of the Congress of the United States, or the favorable reporting for passage of legislation to either House of the Congress of the United States by a Committee of such House to which such legislation has been referred for consideration, or any decision of any federal or State court or any ruling or regulation (final, temporary or proposed) or official statement on behalf of the United States Treasury Department, the Internal Revenue Service or other federal or State authority materially adversely affecting the federal or State tax status of the Issuer, or the interest on bonds or notes or obligations of the general character of the Bonds;

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(2) the United States becomes engaged in or escalates hostilities which result in a declaration of war or a national emergency, or there occurs any other outbreak or escalation of hostilities, or a local, national or international calamity or crisis, financial or otherwise, the effect of such outbreak or escalation, calamity or crisis being such as, in the reasonable opinion of the Initial Bond Purchaser, would affect materially and adversely the ability of the Initial Bond Purchaser to market the Bonds;

(3) there occurs a general suspension of trading on the New York Stock Exchange or the declaration of a general banking moratorium by the United States, New York State or Texas State authorities;

(4) a stop order, ruling, regulation or official statement by, or on behalf of, the Securities and Exchange Commission is issued or made to the effect that the issuance, offering or sale of the Bonds is or would be in violation of any provision of the Securities Act of 1933, as then in effect, or of the Securities Exchange Act of 1934, as then in effect, or of the Trust Indenture Act of 1939, as then in effect;

(5) legislation is enacted by the House of Representatives or the Senate of the Congress of the United States of America, or a decision by a court of the United States of America is rendered, or a ruling or regulation by or on behalf of the Securities and Exchange Commission or other governmental agency having jurisdiction of the subject matter is or proposed to the effect that the Bonds are not exempt from registration, qualification or other similar requirements of the Securities Act of 1933, as then in effect, or that the Indenture needs to be qualified under the Trust Indenture Act of 1939, as amended and as then in effect;

(6) in the reasonable judgment of the Initial Bond Purchaser, the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, might be materially and adversely affected because additional material restrictions not in force as of the date hereof is imposed upon the placement and/or trading in securities generally by any governmental authority or by any national securities exchange;

(7) any rating of the Bonds is downgraded, suspended or withdrawn by a national rating service, which, in the reasonable opinion of the Initial Bond Purchaser, materially adversely affects the marketability or market price of the Bonds;

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(8) the Comptroller of the Currency, The New York Stock Exchange, or other national securities exchange, or any governmental authority, shall impose, as to the Bonds or obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, or financial responsibility requirements of the Initial Bond Purchaser;

(9) any legislation, ordinance, rule or regulation is introduced in or be enacted by any governmental body, department or agency in the State or a decision of a court of competent jurisdiction within the State is rendered, which, in the opinion of the Initial Bond Purchaser, after consultation with the Issuer, materially adversely affects the value of the Bonds;

(10) the commencement of any action, suit or proceeding described in Section 5(f) which, in the reasonable judgment of the Initial Bond Purchaser, materially adversely affects the marketability or value of the Bonds; or

(11) an event occurs which in the reasonable opinion of the Initial Bond Purchaser makes untrue in any material respect any information or statement contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of a material fact or omits to state a material fact required or necessary to be stated therein in order to make the statements contained therein in the light of the circumstances under which they were made, not misleading

and

(e) At or prior to Closing, the Initial Bond Purchaser shall have received each of the following documents:

(1) Resolution and Issuer Agreements. Certified copies of the Issuer Resolution and the executed copies of the Issuer Agreements;

(2) Final Official Statement. The Official Statement executed on behalf of the Issuer by a duly authorized officer of the Issuer;

(3) Final Opinion. An approving opinion of Bond Counsel, addressed to the Issuer, dated the date of the Closing, substantially in the form set forth in Appendix E to the Official Statement, together with a letter from such counsel, dated the Closing Date and addressed to the Initial Bond Purchaser, to the effect that the foregoing opinion may be relied upon by the Initial Bond Purchaser to the same extent as if such opinion were addressed to it;

(4) Supplemental Opinion. A supplemental opinion of Bond Counsel, addressed to the Initial Bond Purchaser, to the effect that: (i) the Bonds are not subject to the registration requirements of the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (ii) the statements contained in the Official Statement are accurate in all material respects insofar as such statements expressly summarize certain provisions of the Indenture and the form and content of the approving opinion of Bond Counsel  (except for any CUSIP numbers, financial, statistical, economic, engineering or demographic data or forecasts, numbers, charts, tables, graphs, estimates, projections, assumptions or expressions of opinion, any information concerning valuation, appraisals, real estate or environmental matters, or any information regarding the book-entry only system, DTC, the Credit Facility, if any, and the Credit Facility Provider, if any, as to which no opinion or view need be expressed).

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(5) Opinion of Initial Bond Purchaser’s Counsel. The opinion of Bond Counsel, dated the Closing Date and addressed to the Initial Bond Purchaser, to the effect that (a) the Bonds are exempt from registration under the Securities Act of 1933, as amended, and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (b) without having undertaken to determine independently the accuracy, completeness or fairness of the statements contained in the Official Statement and based upon the information made available to them in the course of their review of the Official Statement, nothing has come to their attention which would cause them to believe that the Official Statement (excluding there from the financial statements and the statistical data included in the Official Statement, and the appendices thereto, and information regarding the Credit Facility Provider, if any, the DTC and its book-entry only system, as to which no opinion need be expressed), as of the date thereof  and the Closing Date, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading;

(6) Certificate of the Issuer. A certificate, dated the Closing Date from a duly authorized official of the Issuer to the effect that: (i) The representations and warranties of the Issuer contained in Section 5 hereof are true and correct in all material respects on and as of the Closing Date as if made on the Closing Date; (ii) To the best of their knowledge, no event affecting the Issuer has occurred since the date of the Official Statement which should be disclosed in the Official Statement in order to make the statements therein in the light of the circumstances under which they were made, not misleading; and (iii) No litigation is pending or threatened (a) to restrain or enjoin the issuance, sale or delivery of the Bonds, or contesting or affecting the validity of the Bond Purchase Agreement, the Bonds, or the Issuer Agreements, or (c) in any way contesting the existence or powers of the Issuer;

(7) Certificate of the Trustee. A certificate of the Trustee dated the Closing Date, to the effect that:  (i) The Trustee is a trust company existing under the laws of the United States of America, and has full power and is qualified to accept and comply with the terms of the Indenture and to perform its obligations stated therein; (ii) The Trustee has accepted the duties and obligations imposed on it by the Indenture;  (iii) No consent, approval, authorization or other action by any governmental or regulatory authority having jurisdiction over the Trustee that has not been obtained is or will be required for the consummation by the Trustee of the transactions contemplated by the Indenture to be undertaken by the Trustee; (iv) Compliance with the terms of the Indenture will not conflict with, or result in a violation or breach of, or constitute a default under, any loan agreement, indenture, bond, note, resolution or any other agreement or instrument to which the Trustee is a party or by which it is bound, or, to the best knowledge of the Trustee, after reasonable investigation, any law, rule, regulation, order or decree of any court or governmental agency or body having jurisdiction over the Trustee or any of its activities or properties (except that no representation, warranty or agreement is made by the Trustee with respect to any federal or state securities or Blue Sky laws or regulations); and (v) To the best knowledge of the Trustee, there is no action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court or governmental agency, public board or body served on or threatened against or affecting the existence of the Trustee, or in any way contesting or affecting the validity or enforceability of the Bonds or the Indenture or contesting the powers of the Trustee or its authority to enter into and perform its obligations under the Indenture or the Bonds, wherein an unfavorable decision, ruling or finding would adversely affect the validity of the Bonds or the Indenture;

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 (8) Tax Certificate. The Tax Certificate of the Issuer, executed on behalf of the Issuer by a duly authorized officer in form and substance satisfactory to Bond Counsel;

(9) Rating Letter. Rating letters Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc. indicating that the Bonds have been rated “_____;”

(10) DTC Blanket Letter of Representations. A copy of the Blanket Letter of Representations executed by the Issuer and delivered to The Depository Trust Company, New York, New York, relating to the book-entry system for the Bonds;

(11) Additional Documents. Such additional legal opinions, certificates, instruments and documents as the Initial Bond Purchaser may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the Closing Date, of the Issuer’s representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Issuer on or prior to the Closing Date of all agreements then to be performed and all conditions then to be satisfied by the Issuer.

All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Bond Purchase Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance satisfactory to the Initial Bond Purchaser and Initial Bond Purchaser’s Counsel. Receipt of, and payment for, the Bonds shall constitute evidence of the satisfactory nature of such as to the Initial Bond Purchaser. The performance of any and all obligations of the Issuer hereunder and the performance of any and all conditions contained herein for the benefit of the Initial Bond Purchaser may be waived by the Initial Bond Purchaser in its sole discretion. If the Issuer shall be unable to satisfy the conditions to the obligations of the Initial Bond Purchaser to purchase, accept delivery of and pay for the Bonds contained in this Bond Purchase Agreement, or if the obligations of the Initial Bond Purchaser to purchase, accept delivery of and pay for the Bonds shall be terminated for any reason permitted by this Bond Purchase Agreement, this Bond Purchase Agreement shall terminate, and none of the Initial Bond Purchaser, the Issuer shall be under further obligation hereunder, except that the respective obligations of the Issuer and the Initial Bond Purchaser set forth in Section 8 hereof shall continue in full force and effect.

Section 8. Authority to Bear Costs of Expenses of Bonds. (a) Whether or not the transactions contemplated by this Bond Purchase Agreement are consummated, the expenses and costs of the Issuer, for rating agency fees and printing fees shall be paid by the Issuer. In addition, all other expenses and costs of the Issuer incident to the performance of its obligations in connection with the authorization and delivery of the Bonds to the Initial Bond Purchaser, including, without limitation, this Bond Purchase Agreement and the Official Statement and all ancillary papers, Issuer Bond Counsel Fees, the initial fees of the Trustee, the fees and expenses of the Credit Facility Provider, if any, the costs and fees for the Reimbursement Agreement, if any, shall be paid by the Issuer pursuant to its agreements with such providers from the proceeds of the Bonds;

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(b) All costs and expenses incurred in connection with any blue sky or legal investment determinations or filing relating to the Bonds shall be borne by the Initial Bond Purchaser, as shall all other costs directly incurred by the Initial Bond Purchaser in connection with the Bonds (including but not limited to advertising fees, CUSIP service fees and expenses of Initial Bond Purchaser’s Counsel) are not required to be paid by the Issuer pursuant  to Section 8(a).

Section 9. Notices. Any notice or other communication to be given to the Issuer under this Bond Purchase Agreement may be given by delivering the same in writing to the Issuer at:  P.O. Box 670406, Dallas, Texas 75367; Attention: Finance Director; and any such notice or other communication to be given to the Initial Bond Purchaser may be given by delivering the same to the Citizens Capital Corp. ESOP Trust., P.O. Box 670406, Dallas, Texas 75367; Attention: Bond Purchaser. All notices or communications hereunder by any party shall be given and served upon each other party.  The approval of the Initial Bond Purchaser when required hereunder or the determination of satisfaction as to any document referred to herein shall be in writing signed by the Initial Bond Purchaser and delivered to the party requesting such approval or determination of satisfaction.

Section 10. Parties in Interest. This Bond Purchase Agreement is made solely for the benefit of the Issuer and the Initial Bond Purchaser and no other person shall acquire or have any right hereunder or by virtue hereof. All representations, warranties and agreements of the Issuer in this Bond Purchase Agreement and other related documents presented at or prior to Closing Date shall remain operative and in full force and effect regardless of any investigation made by or on behalf of the Purchaser and shall survive the delivery of and payment for the Bonds.

Section 11. Execution in Counterparts. This Bond Purchase Agreement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute but one and the same instrument.

Section 12. Governing Law. This Bond Purchase Agreement shall be governed by the laws of the State Of Texas.

Section 13. Headings. The headings of the sections of this Bond Purchase Agreement are inserted for convenience only and shall not be deemed to be a part hereof.

Section 14. Entire Agreement. This Bond Purchase Agreement when accepted by you in writing as here therefore specified shall constitute the entire agreement between the Issuer and the Initial Bond Purchaser with respect to the purchase of the Bonds.

Section 15. Extinguishment of Debt.  If said Series 2010A Bonds are not successfully re-marketed by the ESOP Trust to Qualified Institutional Buyer’s (QIBs) and/or certain accredited investors, in whole or in part, the debt balance remaining related to the Series 2010A Bonds issuance and the liability thereof shall be extinguished.

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(Initial Bond Purchaser)

CITIZENS CAPITAL CORP. ESOP TRUST

By: /s/ Lawrence H. Knotts

Lawrence H. Knotts, Trustee

Accepted: December 31, 2009

CITIZENS CAPITAL CORP. ESOP TRUST

By: /s/ Billy D. Hawkins

Billy D. Hawkins, Trustee

Accepted: December 31, 2009

CITIZENS CAPITAL CORP. ESOP TRUST

By: /s/ Derrick Hayden

Derrick Hayden, Trustee

Accepted: December 31, 2009

(Issuer)

CITIZENS CAPITAL CORP.

By: /s/ Billy D. Hawkins

Billy D. Hawkins, Chief Executive Officer

Accepted: December 31, 2009

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A-1

EXHIBIT A

FORM OF OPINION OF THE ISSUER ATTORNEY

[Letterhead of Issuer Attorney]

____________, 2009

Citizens Capital Corp.

Dallas, Texas

Citizens Capital Corp. ESOP Trust

Dallas, Texas

Citizens Capital Corp.; 7%; $1,000 PAR VALUE; SERIES 2010A; CONVERTIBLE; CALLABE; SECURED; 144A; FIRST MORTGAGE BONDS DUE 2020

Ladies and Gentlemen:

[TO COME FROM BOND COUNSEL]

SCHEDULE A

Initial Bond Purchaser(s)	Principal Amount of Offered Securities
Citizens Capital Corp. ESOP Trust	30,000,000
Total	$	30,000,000

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EX-10.3

Exhibit-10.3

Type:  Exhibit-10.3

Description: Citizens Capital Corp. & Citizens Capital Corp. ESOP Trust; Promissory Note1 and Security Agreement.

PROMISSORY NOTE

This Promissory Note (the note) is entered into on the 10th day of May 1998 between and amongst Citizens Capital Corp., a Texas corporation, hereafter known as (the Company) and the Citizens Capital Corp. Employee Stock Ownership Trust, a Texas Trust hereafter known as (the Trust), formed in the county of Dallas.

Said promissory note is secured by and subject to the terms and conditions of the separately attached security agreement dated May 10th 1998.

The Transaction

The company agrees to sale 15,000,000 shares of its class A; no par; common stock to the Trust for $3.34 per share or $50,100,000.

The Consideration

In consideration for the purchase, by the Trust, of 15,000,000 shares of the company's class A; no par; common stock at $3.34 per share or $50,100,000, the Trust promises to pay and deliver to the company, a 5 year; 14.5%; $50,100,000 promissory note.

Payment Provisions of Note

The Trust agrees to pay the principal amount of the note and all accrued interest thereon, in full, on May 10th, 2003.  The Trust, at its discretion, may pay the full amount of the note and any accrued interest thereon prior to May 10th, 2003, without any penalty for early payment.

Disposition of Assets

To pay down it's loan payment obligations, the Trust may liquidate up to 15,000,000 of its Citizens Capital Corp. class A; no par common shares at any time in which said shares are selling in the public or private capital marketplace at or above $5.00 per share.

Terms of Note Default

This note shall be in default if the principal amount of said note and all accrued interest thereon, is not paid in full, on or before May 10th, 2003.

Liquidating Call Provision

The company or the note holder of record thereof, shall have the "demand" right to require the Trust to liquidate up to 15,000,000 of its Citizens Capital Corp. class A common shares at any time in which said shares are selling in the public or private capital marketplace at or above $5.00 per share.

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IN WITNESS HEREOF, the undersigned have agreed and have accepted the terms of this promissory note.

Seller:

/s/ Billy D. Hawkins

Chief Executive Officer

Citizens Capital Corp.

Purchaser:

/s/ Dwight Washington

Executive Committee Member

Citizens Capital Corp. Employee Ownership Trust

Date: May 10, 1998

/s/ Hubert H. Hawkins

Executive Committee Member

Citizens Capital Corp. Employee Ownership Trust

Date: May 10, 1998

/s/ Billy D. Hawkins

Executive Committee Member

Citizens Capital Corp. Employee Ownership Trust

Date: May 10, 1998

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SECURITY AGREEMENT

The Note (the Note) entered into on the 10th day of May 1998 between and amongst Citizens Capital Corp., a Texas corporation, hereafter known as (the Company) and the Citizens Capital Corp.  Employee Stock Ownership Trust,  a Texas  Trust hereafter known as (the Trust), formed in the county of Dallas shall be secured by and subject to a first lien on the 15,000,000 shares of Citizens Capital Corp.; class A; no par common stock held by the Trust.

Said Note is secured by and subject to the terms and conditions of this Security Agreement hereafter known as (the Agreement) dated May 10th 1998.

Said first lien on the 15,000,000 shares of Citizens Capital Corp.; class A; no par common stock held by the Trust shall be held by the seller of said common stock. Citizens Capital Corp..

The first lien shall be held by the seller, Citizens Capital Corp., until such time that the purchaser, the Citizens Capital Corp. Employee Stock Ownership Trust pays in full, to the seller or the Note holder of record thereof, the principal Note amount of $50,100,000  and  any  interest  accrued  thereof  of  an  annual percentage rate of 14.5 percent.

At the occurrence of the event in which the Trust pays to the Company, the full financial consideration of  $50,100,000 plus any accrued interest thereof, the Company shall take the necessary actions to release any and all liens on the 15,000,000 shares of Citizens Capital Corp.; class A; no pa;r common stock held by the Trust.

Terms of Default

If the Note enter into between and amongst the Company and the Trust is not paid in full on or before May 10th 2003, said Note shall be deemed in default.

In the event of a default on the Note by the Trust, the Company or the Note holder of record thereof shall be entitled to take immediate repossession of the 15,000,000 shares of Citizens Capital Corp.; class A; no par common stock held by the Trust.

Disposition of Assets

To pay down it's loan payment obligations, the Trust may liquidate up to 15,000,000 of its Citizens Capital Corp. class A; no par common shares at any time in which said shares are selling in the public or private capital marketplace at or above $5.00 per share.

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Liquidating Call Provision

The Company or the note holder of record thereof, shall have the “demand” right to require the Trust  to liquidate up to 15,000,000 of its Citizens Capital Corp. class A; common shares at any time in which said shares are selling in the public or private capital marketplace at or above $5.00 per share.

IN WITNESS HEREOF, the undersigned have agreed and have accepted the terms of this Security Agreement.

Seller:

/s/ Billy D. Hawkins

Chief Executive Officer

Citizens Capital Corp.

Date: May 10, 1998

Purchaser:

/s/ Dwight Washington

Executive Committee Member

Citizens Capital Corp. Employee Stock Ownership Trust

Date: May 10, 1998

/s/ Hubert H. Hawkins

Executive Committee Member

Citizens Capital Corp. Employee Stock Ownership Trust

Date: May 10, 1998

/s/ Billy D. Hawkins

Executive Committee Member

Citizens Capital Corp. Employee Stock Ownership Trust

Date: May 10, 1998

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EX-10.4

Exhibit-10.4

Type:  Exhibit-10.4

Description: Citizens Capital Corp. & Citizens Capital Corp. ESOP Trust; Promissory Note2 and Security Agreement.

PROMISSORY NOTE & SECURITY AGREEMENT

This $18,863,700 Promissory Note (the "Note") is hereby entered into on this 31st day of December 2009 between and amongst the Citizens Capital Corp. Employee Stock Ownership Trust, a Texas trust hereafter known as (the "Trust"), formed in the county of Dallas and Citizens Capital Corp., a Texas corporation, hereafter known as (the "Company"); and

Said Note is secured by and subject to the terms and conditions of the separately attached Security Agreement (the "Security Agreement") dated December 31, 2009.

The Transaction

For a fourteen percent (14%) rate of return and discount from par value ($628.79 per $1,000 par value amount) on the $30,000,000 principal; face amount value of the seven percent (7%); Series 2010A Bonds or an Initial Bond Purchaser’s re-marketing discount in the amount of $11,136,300the Company agrees to sale, to the Trust, $30,000,000 aggregate principal amount of its: 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; Secured; First Mortgage Bonds Due 2020 (the "Bonds") at $628.79 for each $1,000 par value or an aggregate of $18,863,700.

Each $1,000 Par Value Bond is convertible at $5.00 per share into 200 shares of the Company's Class A; no par; common stock or an aggregate of 6,000,000 common shares.

Each $1,000 Par Value Bond; of an aggregate of 30,000 bonds, is callable, by the Company, at Par plus a 7% percent premium or $1,070 for a total aggregate amount of $32,100,000.

The Consideration

As a financial consideration for the purchase of the Bonds, by the Trust, the Trust agrees to pay to the Company an aggregate sum of (US) $18,863,700 (the "Purchase Price").

In payment of the Purchase Price, the Trust promises to pay and hereby delivers to the Company, this 4 year; 0% percent; $18,863,700 promissory note (the "Note").

Payment Provisions of Note

The Trust agrees to pay the principal amount of the Note, in full, on or before December 31, 2013.  The Trust, at its discretion, may pay the full amount of the Note and any accrued interest thereon prior to December 31, 2013, without any penalty for early repayment.

Disposition of Assets

In order to reduce its outstanding, principal loan obligation to the Company, the Trust may liquidate, at any time in the institutional, capital market place, up to $30,000,000 aggregate principal value of its Citizens Capital Corp.; 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; Secured; First Mortgage Bonds Due 2020 held.

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Terms of Note Default

This Note shall be in default if the principal amount of said Note and all accrued interest thereon,  if any,  is not paid in full, on or before December 31, 2013.

Liquidating Call Provision

The Company or the Note holder of record thereof, shall have the "demand" right to require the Trust to liquidate, at any time, up to "ALL" of it $30,000,000 aggregate principal amount of its: 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; Secured; First Mortgage Bond holdings.

IN WITNESS HEREOF, the undersigned have agreed and have accepted the terms of this promissory note.

(The Trust)
/s/ Lawrence H. Knotts	Date: December 31, 2009.
Lawrence H. Knotts
Trustee
Citizens Capital Corp. Employee Stock Ownership Trust
/s/ Billy D. Hawkins	Date: December 31, 2009.
Billy D. Hawkins
Trustee
Citizens Capital Corp. Employee Stock Ownership Trust
/s/ Derrick Hayden	Date: December 31, 2009.
Derrick Hayden
Trustee
Citizens Capital Corp. Employee Stock Ownership Trust
(The Company)
/s/ Billy D. Hawkins	Date: December 31, 2009.
Billy D. Hawkins
Chief Executive Officer
Citizens Capital Corp.

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SECURITY AGREEMENT

The Promissory Note (the Note) entered into on the 31st day of December 2009 between and amongst Citizens Capital Corp., a Texas corporation, hereafter known as (the Company) and the Citizens Capital Corp. Employee Stock Ownership Trust, a Texas trust hereafter known as (the Trust), formed in the county of Dallas shall be secured by and subject to a first lien on the Citizens Capital Corp.; 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; Secured; First Mortgage Bonds Due 2020 (the "Bonds"). Said lien shall be in favor of the Company.

Said Note is secured by and subject to the terms and conditions of this security agreement dated the 31st day of December 2009.

The first lien shall be held by the Company until such time that the Trust, shall pay in full, to the Company or Note holder of record thereof, the principal note amount of $18,863,700 and any interest accrued thereof based on an annual percentage rate of 0% percent.

At the occurrence of the event in which the Trust pays to the Company, the full financial consideration of $18,863,700 plus any accrued interest thereof, the Company shall take the necessary actions to release any and all liens on the Bonds, held by the trust.

Terms of Default

If the Note entered into between and amongst the company and the trust is not paid in full on or before December 31, 2010, said Note shall be deemed in default.

In the event of a default on the Note by the Trust, the Company or the Note holder of record thereof shall be entitled to take immediate repossession of the Bonds.

Disposition of Assets

In order to reduce its outstanding, principal loan obligation to the Company, the Trust may liquidate, at any time in the institutional, capital market place, up to $30,000,000 aggregate principal value of its Citizens Capital Corp.; 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; Secured; First Mortgage Bonds Due 2020 held.

Liquidating Call Provision

The Company or the Note holder of record thereof, shall have the "demand" right to require the Trust to liquidate, at any time, up to "ALL" of it $30,000,000 aggregate principal amount of its: 7% Percent; $1,000 Par Value; Series 2010A; Convertible; Callable; 144A; Secured; First Mortgage Bond holdings.

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IN WITNESS HEREOF, the undersigned have agreed and have accepted the terms of this promissory note.

(The Trust)
/s/ Billy D. Hawkins	Date: December 31, 2009.
Billy D. Hawkins
Trustee
Citizens Capital Corp. Employee Stock Ownership Trust
/s/ Derrick Hayden	Date: December 31, 2009.
Derrick Hayden
Trustee
Citizens Capital Corp. Employee Stock Ownership Trust
/s/ Lawrence H. Knotts	Date: December 31, 2009.
Lawrence H. Knotts
Trustee
Citizens Capital Corp. Employee Stock Ownership Trust
(The Company)
/s/ Billy D. Hawkins	Date: December 31, 2009.
Billy D. Hawkins
Chief Executive Officer
Citizens Capital Corp.

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EX-10.5

Exhibit-10.5

Type:  Exhibit-10.5

Description: Vivacast Media, LLC & Black Financial News TV Network; 10 year, content licensing & affiliate distribution agreement.

AFFILIATION AGREEMENT SUB-DISTRIBUTION AND  PRIVATE CABLE AGGREGATION AGREEMENT

This Affiliation Agreement ("Agreement") is made and effective as of the 21st day of October, 2010 (the "Effective Date") by and between the Black Financial News Network; BFN Network, owned and operated by Citizens Capital Corp., a Texas corporation, with offices located at 3537 Ridgebriar, Dallas, Texas 75234 ("BFN Network") and VIVICAST MEDIA, LLC, a Tennessee limited liability company, with offices located 1780 Moriah Woods Blvd, Suite 1 Memphis, TN 38117 ("Distributor").

WHEREAS, Distributor is in the business of licensing television networks to third-party multi-channel video pay-television distribution System Owners (defined below) that use CATV, SMATV, MMDS, and Alternative Technology (as defined below) Systems (as defined below) for distribution of television networks to their respective Subscribers (as defined below).

WHEREAS, Distributor wishes to obtain the non-exclusive right to grant System Owners the right to distribute the twenty four (24) hour per day seven (7) day per week linear television service known as the "BFN Network" (the "Service") and BFN Network wishes to grant Distributor such right pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.              DEFINITIONS

a.           Alternative Technology System ("ATS"). ATS shall mean a cryptographically protected distribution system for multi-video and other programming. For purposes of clarification, an ATS may use traditional multi-channel video distribution technology that employs Internet protocol ("IP") technology, including but not limited to encrypted switched video and/or IP to a pc, mobile device or "smart phone" and "to the settop box" Internet based solutions that utilize digital rights management technology that is reasonable under the circumstances and in keeping with the highest standards for such distribution).

b.           System. "System" shall mean any cable television system ("CATV"), satellite master antenna television system ("SMATV"), direct broadcast satellite ("DBS") multichannel-multipoint distribution system ("MMDS"), and ATS authorized by Distributor to distribute the Service and subject to the requirements and exclusions listed in Schedule A.

c.           System Owner. "System Owner" shall mean for each System, the entity that owns, controls and operates the System.

d.           Territory. "Territory" shall mean worldwide.

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e.           Service Subscriber. "Service Subscriber" shall mean any Subscriber of a System receiving the Service.

f.           Subscriber.    "Subscriber" shall mean any customer of Distributor or of any System or System Owner, who receives any level of television service directly from a System; provided that Subscribers shall not include (i) any facility used primarily to monitor and control programs telecast on any such System, and (ii) any illegal connection not authorized by a System. The term "Residential Subscriber" shall include any Subscriber receiving the Service in a single family dwelling unit, including, but not limited to apartments, condominiums and single family homes. The term "Commercial Subscriber" shall include any Subscriber receiving the Service at a commercial location, including, but not limited to, a hotel, motel, inn or similar place of accommodation, school, dormitory, nursing home, hospital, prison or office or business location. Without limiting the scope or generality of the foregoing, each hotel or motel room, each school, dormitory, hospital or patient room, each prison cell and each private business office (based on 100% occupancy of each such room, cell or office) authorized to receive the Service shall be deemed a Commercial Subscriber. The term Subscriber may not include any public viewing area or location for which a separate admission fee is charged for viewing programming and distributor acknowledges that this Agreement is not intended to grant any right to distribute to any such viewing location, Distributor may not distribute the Service to any hotel, motel, inn or similar place of accommodation, or to any nursing home or hospital, unless the Service is received by each guest room or patient room therein as well as all other television sets in such locale and no special fee or charge is imposed by Distributor or anyone else for the privilege of receiving or viewing the Service in each such room. In the case of customers who receive cable television service in multiple dwelling facilities such as apartments and condominiums pursuant to bulk rate arrangements (each a "Bulk-Rate Subscriber"), the number of Service Subscribers (defined below) shall be counted on an equivalent basis at a number equal to, the number obtained by dividing: (x) the aggregate monthly dollar amount billed to the Bulk Rate Subscriber by (y) the monthly basic rate charged to the largest number of Residential Subscribers by the respective System for a package of services containing the Service. Notwithstanding the foregoing, neither Distributor nor any System Owner shall be entitled to apply the bulk-rate formula if any such dwelling unit or similar individual unit receives a separate bill or invoice.

g.          Term.   "Term" shall mean the period commencing on the date on which this Agreement is fully executed by both parties and ending ten (10) years later.

2.              GRANT OF RIGHTS

a.           BFN hereby grants Distributor the non-exclusive right during the Term (subject to the requirements and exclusions in Schedule A) to distribute the Service to Residential Subscribers, Commercial Subscribers and Bulk Billed Subscribers located in the Territory of the following Systems: (i) those Systems set forth on Schedule B attached hereto as of the date of this Agreement; and (ii) those Systems which are set forth by Distributor on an amended Schedule B. Distributor agrees to supply to BFN in each instance where Distributor desires to add a System subsequent to the date of this Agreement (the right to distribute and exhibit shall become effective on the thirtieth (30th) day after receipt by BFN of such an amended Schedule B (the "System Effective Date") if BFN does not notify Distributor in writing that it objects to such additions, Distributor must cause each System Owner to distribute the Service via each System in accordance with the terms of this Agreement to the System's Subscribers within the System's Service Area.

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b.           All rights to the Service not specifically granted to Distributor are specifically reserved.

c.           The license granted herein is limited to the geographic boundaries of the Territory. Distributor will not knowingly distribute or exhibit the Service, in whole or in part, via any technology, to any location outside the geographic boundaries of the Territory. Distributor represents and warrants that each of the Systems shall be wholly within the Territory. Additionally, Distributor agrees that its distribution of the Service shall at all times encrypted in a manner that complies with pay television industry standard in the Territory.

d.           For clarity, the grant of rights and all restrictions and obligations imposed upon Distributor herein shall also apply to Distributor's Participating Operators and Distributor along with the respective Distributor's Participating Operator shall be jointly and severally liable for any breach of this Agreement.

e.        _ BFN will make available a satellite or terrestrial delivered, high definition service comprised of high definition programming included in the Service in accordance with the delivery term contained herein for the Service. BFN hereby grants to Distributor the exclusive right (subject to the conditions and restrictions outlined in Schedule A) to distribute BFN in any tier or package of services but only to Service Subscribers in the Territory.

3.        SYSTEM AVAILABILITIES

a.           BFN shall designate and make available two (2) minutes per hour of the Service (except during time, if any, used by BFN for the telecast of paid programming including, without limitation, so-called "infomercials") for the sale by System Owners of commercial announcements ("System Availabilities"). Distributor may authorize System Owners to use, exploit and derive revenues for their own account from the sale of System Availabilities, provided that Distributor shall be responsible to ensure that each System Owner uses the System Availabilities for its respective System(s) in conformance with all applicable state and federal laws and regulations, and all and terms conditions of this Section 3. The positions of the System Availabilities shall be as specifically designated by BFN in its sole discretion. System Owners shall not sell or otherwise use any System Availabilities for the promotion or advertising of: (i) tobacco products, distilled liquor, "900" or "976" solicitations (for which the caller is charged for  the call by the soliciting party), any form of gambling, or any material which is, in whole or in part, obscene, indecent, lewd or pornographic; (ii) programming available on the System which includes reference to the day and/or date of such programming; (Hi) any programming service which is primarily of a similar type as the Service or (iv) any content that BFN determines, in its sole discretion, is not in conformity with its brand, target demographic or category exclusive sponsorships.

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b.           Except for the System Availabilities, no System Owner shall sell or use, or authorize others to sell or use, any portion of the Service for sponsorship, advertising or promotion of any products, goods or services.

4.        FEES

a.           For each BFN Subscriber, Distributor shall pay the applicable monthly license fee for the Service as set forth on Schedule A of this Agreement ("Affiliate Fees")- Each month, the number of Service Subscribers receiving the Service shall be determined by adding the number of applicable Service Subscribers at the start of the month to the number of applicable Service Subscribers at the end of the month and dividing the total by two (2), provided that forthe first month the Service is launched in a System, Distributor shall use the actual end of month Service Subscriber number to calculate Affiliate Fees. With respect to Service Subscribers who are subject to bulk rate arrangements, the equivalency formula set forth in Section 1(g) hereof shall be used to compute the number of applicable Service Subscribers subject to the monthly Affiliate Fees set forth on Schedule A.

b.           For each Service Subscriber who is a Commercial Subscriber, Distributor shall pay the applicable monthly Affiliate Fees; provided that such monthly Affiliate Fee is subject to increase as set forth in this Section 4(b). If Distributor provides the Service to any Commercial Subscriber and charges a rate to such Commercial Subscriber for the level or package of services on which the Service is carried that is higher than the rate Distributor charges for providing such level or package of services to a Residential Subscriber, then the monthly Affiliate Fee payable to BFN for the Service hereunder in connection with such Commercial Subscriber shall be increased by multiplying the applicable monthly Affiliate Fee by a fraction (x) the numerator of  which is the rate Distributor is charging such Commercial Subscriber for such package or level of services and (y) the denominator of which is the rate Distributor charges Residential Subscribers for such package or level of services or the substantial equivalent thereof.

c.           For clarity and notwithstanding any other provision of this Agreement to the contrary, each Subscriber receiving a stand-along Service shall be deemed a separate Service Subscriber for whom Affiliate Fees are due and each Subscriber receiving both of the Services shall also be deemed to be a single Service Subscriber for whom Affiliate Fees are due.

d.           BFN hereby warrants and represents that Distributor shall receive MFN status on all fees due for product that is If BFN enters into a valid and binding agreement with another Distributor within the Territory and such Distributor receives more favorable rates than Vivicast Media ("Distributor"), then  BFN shall immediately notify Vivicast and all license fees due to BFN shall be lowered accordingly to such rate effective on the date BFN signed the Agreement with the other Distributor.

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5.        EXHIBITION AND DISTRIBUTION OF THE SERVICE BY DISTRIBUTOR

a.           In consideration for the rights granted to Distributor in this Agreement, Distributor shall cause each System Owner to launch and distribute the Service on each respective System on a full-time basis (twenty four (24) hours per day, seven (7) days per week), during the Term, on a single designated channel position dedicated to the Service, as more fully set forth in this Section 5. The Service shall be exhibited in its entirety without delay, alteration, addition, deletion or editing of any portion and in a manner which permits the highest quality of aural and visual signal reception by Service Subscribers. Each System shall not, subsequent to launching the Service, change the single designated channel to a less favorable channel (i.e., a higher number or letter) than the channel on which the Service is initially exhibited without the prior written consent of BFN which may be withheld by BFN in BFN's sole and exclusive discretion. Distributor shall promptly notify BFN of any change of channel position in any System.

b.           Distributor shall not, nor shall Distributor permit or authorize others to, record,copy or duplicate for resale or retransmission the Service, in whole or in part, Distributor shall and shall cause each System Owner to take commercially reasonable precautions to prevent any recording, copying or duplicating, and/or unauthorized reception or use of the Service and shall promptly notify BFN of any known recording, copying or duplicating or unauthorized reception or use of the Service. The foregoing notwithstanding, Distributor may permit retransmission of portions of the Service on System channels solely for the purpose of promoting the Service to Subscribers.

c.           Each Service System may carry the Service on the basic level of service, in a package or packages of other services, or in any combination thereof. Once launched, the Service may not be deleted, negatively re-packaged or re-positioned without the express written consent of BFN.

d.           Distributor agrees that it shall only permit distribution of the Service on a simultaneous carriage basis (i.e., each System shall retransmit the Service at the same time as transmitted by BFN. Distributor agrees that it shall have no right to distribute all or any portion of the programming contained in the Service on an interactive, time-delayed, video-on-demand, pay-per-view, pay-per-day or similar basis.

e.           If any System utilizes a channel or program "navigation" system providing on­ screen menu choices, the display and placement of the BFN name and logo shall be at least as favorable as the display and placement of other advertiser-supported cable programming services distributed on such System.

f.           Notwithstanding subsection (d) above, Distributor's right to distribute the Service on Systems that distribute the Service in a digital format is conditioned upon (i) the digital transmission signal of the Service in each such System being, at all times during the Term, substantially of the same aural and visual quality as the Service signal transmitted by BFN to Distributor or to the Systems, and (ii) such Service signal transmitted by the Systems not having a lower resolution or being subject to a higher compression ratio than that of the signal transmitted by the systems of any other comparable advertiser-supported programming service distributed by any other major distributor of digital programming services (e.g., HITS).

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6.             PAYMENT OF MONTHLY FEES

a.           Within thirty (30) days following the end of each calendar month of the Term, Distributor shall deliver to BFN Distributor's monthly payment of Affiliate Fees along with a statement showing the computation of the Affiliate Fees for such calendar month, stated separately for each System. The form of such statement shall be as provided by BFN and may be modified from time to time as reasonably requested by BFN, but shall always include for each System (i) the exact and current name and location of each System; (ii) the service package on which the Service are carried within each System (broken out by standard and high definition); (iii) the total number of Subscribers and Service Subscribers as calculated pursuant to Section 4 above, (iv) the total number of Residential Subscribers, Commercial Subscribers and Bulk-Rate ubscribers; (v) the total number of Subscribers receiving the Service from a Third PartyProvider (as defined below) and the name of each Third Party Provider; (vi) the channel on which the Service is carried in each System; (vii) the retail basic service rates charged to non-Bulk-Rate Residential Subscribers, non-Bulk-Rate Commercial Subscribers and Bulk Rate Subscribers; and (viii) any other information reasonably requested by BFN to substantiate the calculation of fees due to BFN. Each monthly statement shall be true and correct and certified as such by Distributor's CFO and a duly authorized officer of each System Owner. The monthly Affiliate Fees shall be payable to BFN whether or not Distributor actually collects or receives payment from its Subscribers or System Owners.

b.           Any Affiliate Fees, or portion thereof, not paid to BFN within thirty (30) days after the end of the calendar month for which such payment is due (including amounts discovered due after an audit) shall accrue interest at the rate of one and one-half percent (1.5%) per month or at the highest lawful rate, whichever is less, compounded monthly until paid in full.

c.           At least once per year, within one hundred and twenty (120) days after the end of any of Distributor's fiscal years in which this Agreement is in effect, either Distributor's Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Vice-President, Treasurer, a Certified Public Accountant or independent auditor, or such other person as may be designated by Distributor and approved by BFN in writing, shall certify to BFN that the information iumished throughout the fiscal year to BFN is accurate and complete. Distributor shall cause each System Owner to make the same certification upon request from BFN.

d.           Distributor shall keep complete and accurate records and accounts of the Residential Subscribers, Commercial Subscribers, Bulk-Rate Subscribers, Service Subscribers, and all related matters. Such accounts and records shall be available for inspection, copying and audit by BFN or its representatives, upon reasonable notice to Distributor during normal business hours at the locations where such records are normally kept. Such audit shall be conducted at BFN sole expense. However, if the audit shows a five percent (5%) or more underpayment, then Distributor shall bear the expense of the audit. Audits may be conducted no more often than once per year, unless a prior audit has shown a discrepancy often percent (10%), and then audits may be conducted at any time during the Term upon reasonable notice to Distributor during normal business hours at locations where such records are kept. Audits may be conducted during the original and renewal terms of this Agreement and for two (2) years after BFN receipt of the last accounting due from Distributor under this Agreement.

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e.           Distributor must require each System Owner to keep complete and accurate records and accounts of the Residential Subscribers, Commercial Subscribers, Service Subscribers, and all related matters. Distributor must require each System Owner to allow BFN or its representatives, upon reasonable prior notice, to inspect, make copies of and otherwise audit those books and records at the System's office during normal business hours at the locations where such records are normally kept. Such audit shall be conducted at BFN's sole expense. However, if the audit shows a five percent (5%) or more underpayment, then Distributor shall bear the expense of the audit. Audits may be conducted no more often than once per year, unless a prior audit has shown a discrepancy often percent (10%) or more, and then audits may be conducted at any time during the Term upon reasonable notice to Distributor during normal business hours at the locations where such records are normally kept. Audits may be conducted during the original and renewal terms of this Agreement and for two (2) years after BFN's receipt of the last accounting due from Distributor under this Agreement.

f.           Neither party's acceptance of any information or payment, nor BFN's audit of Distributor's or any System Owner's records, shall prevent either party from disputing the accuracy or completeness of any payments, statements, records or accounts.

g.           Neither BFN nor Distributor may commence any action to offset or recover any overpayment or underpayment of fees under this Agreement more than three years after those fees were due.

7.        DELIVERY OF THE SERVICE BY BFN

a.           The content, including but not limited to, the selection, scheduling, substitution and withdrawal, of all the Service's programming, except for System Owners' use of their System Availabilities as set forth in Section 3 of this Agreement, shall at all times remain within the sole discretion and control of BFN.

b.           BFN shall use commercially reasonable efforts to transmit a high-quality signal for the Service from a traditionally used communications satellite or through terrestrial distribution, and shall keep Distributor apprised of both the satellite and transponder or means of terrestrial distribution it is using for such transmission. The signal which carries the Service may be encoded at the sole option and expense of BFN. Any and all costs incurred with respect to reception from the satellite or terrestrial distribution center, including the decoding and transmission of the Service in its entirety, without addition, deletion, alteration, editing or amendment, including without limitation, all advertising and promotional material, copyright notices, credits and billings (except for local commercial time provided to Distributor as set forth in Section 3 above) through the Systems, shall be borne by and shall be the sole responsibility of Distributor and/or the System Owners. BFN shall give Distributor sixty (60) days advance written notice prior to a permanent change in the satellite transmitting or a change to terrestrial distribution of the Service and Distributor will use commercially reasonable means to continue to receive the Service. If Distributor is not able to receive the signals from BFN's new distribution satellite or transponder or terrestrial distribution center, Distributor shall be under no further obligation to carry the Service on any such affected System(s), provided, however, that (i) Distributor shall give BFN fifteen (15) days' prior written notice of its decision to terminate the Service in such affected System(s), and (ii) BFN has not notified Distributor in the meantime that BFN will not make the intended change. Notwithstanding the foregoing, if BFN is required to switch satellites due to an emergency beyond the control of BFN, then BFN shall promptly notify Distributor of the replacement satellite and transponder and Distributor and BFN shall use reasonable efforts to avoid disruption of the Service's delivery to BFN Subscribers.

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c.           BFN reserves and retains all rights in and to all signal distribution capacity contained within the bandwidth of the Service and audio subcarriers, including without limitation, the vertical blanking interval ("VBI") from its transmission point to the headends of the Systems; provided, however, that BFN shall have the right to use, and Distributor shall cause each System Owner to pass through to all Service Subscribers, all portions of the Service signal that are related to or enhance the Service programming, including (without limitation) all portions of lines 19 and 21 of the VBI, as well as all programming or information Distributor and/or System Owners are legally required to pass through to Service Subscribers. Except as provided in the preceding sentence, the Systems shall retain all rights to the channel capacity used for their delivery of the Service to Service Subscribers from their headends; provided, however, that any such use by such Systems shall not degrade, or otherwise interfere with, the quality of the Service signal, technically, perceptually or otherwise.

d.           Receipt of Third Party Signal.

i.            Distributor shall have the right to permit Systems to receive a signal for the Service via a transmission system from HITS or any other third party authorized by BFN (a "Third Party Provider") for reception and distribution by the Systems; provided that Distributor and or Distributor Affiliate (as applicable) and the Third Party Provider are parties to a fully executed written agreement authorizing Distributor's access to the Third Party Provider's signal without charge to BFN and pursuant to which BFN shall have no liability (such signal for the Service received from a Third Party Provider is referred to herein as a "Third Party Signal"). The Third Party Provider and BFN shall be parties to a written agreement (the "Third Party Provider Agreement") which (x) authorizes the Third Party Provider to distribute the Service signal to designated distributors, including Distributor; and (y) requires the Third Party Provider to authorize and de-authorize, as applicable, any location receiving the Third Party Signal within twenty four (24) hours after receipt of notification from BFN, which authorization and de-authorization shall be at no cost to BFN. In the event and to the extent that Distributor utilizes the Third Party Signal of the Service as distributed by the Third Party Provider as permitted hereunder, Distributor shall notify BFN in writing prior to each System's first receipt of such signal, which notice shall include the location of each System receiving such Third Party Signal and the name of the Third Party Provider.

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ii.           Distributor's exercise of its rights as set forth in this Section 7(d) and any alteration, transmission, redistribution,, reception or other use of the Service signal permitted pursuant to this Section 7(d) shall not cause or result in a material change in a viewer's perception of the video or audio quality of the Service. With respect to each System distributing a Third Party Signal, Distributor agrees that the signal quality for the Service shall be of equivalent or higher quality and shall not have a lower resolution than any other comparable advertiser-supported programming service distributed on such System. Notwithstanding anything contained in this Agreement to the contrary, the grant of distribution rights set forth in this Section 7(d) is subject to and conditioned upon Distributor and the System Owners complying with their respective obligations under this Agreement. Nothing in the Third Party Provider Agreement shall relieve Distributor or any System of the distribution commitments set forth in this Agreement, and in the event of any inconsistency between this Agreement and the Third Party Provider Agreement, this Agreement shall govern.

iii.          Subject to the terms and conditions in this Agreement, in the event that, for any reason, a System is unable to receive a Third Party Signal of the Service (whether by reason of a permanent or temporary interruption in service), Distributor shall use commercially reasonable efforts to make alternative arrangements for System Owners to receive and have the Service signal distributed as transmitted directly from BFN satellite or as transmitted by another Third Party Provider.

8.        MARKETING AND PROMOTION

a.           Distributor shall promote and cause the Systems to promote the Service to its Subscribers throughout the Term with the aim of maximizing the number of the Service's viewers. BFN shall provide Distributor with appropriate marketing materials to carry out these efforts. Distributor shall include BFN in all channel listings, program guides (including electronic program guides) and other Subscriber materials in the same manner it so lists other full time networks. Distributor shall carry a link to BFN's web-site, or such other web site as BFN may require on its customer facing web-site where programming channels are listed.

b.           At BFN's request, Distributor shall provide BFN with available data regarding the marketing and promotion of the Service by Distributor and the Systems. Also at BFN's request, Distributor shall deliver to BFN a report stating the number of BFN Subscribers, and the number of Residential Subscribers and Commercial Subscribers with access to the Service, stated separately for each System. Distributor also agrees and agrees to cause the System Owners to render such other assistance which BFN may reasonably request regarding any marketing test, survey, poll or other research BFN may undertake in connection with the Service. BFN shall treat as confidential any Subscribers' names and addresses it receives from Distributor and shall only utilize any such information in connection with BFN research.

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c.           Distributor acknowledges that the name of the Service and BFN trademarks, service marks and other names and logos (collectively, the "Marks") are trademarks and the exclusive property of BFN. Neither Distributor, any System nor any System Owner has or will acquire any proprietary rights in any of BFN's Marks or programming by reason of this Agreement or any System's carriage of the Service. BFN shall have the right to review representative samples of all promotional and advertising material which mentions or uses the name of the Service, BFN's Marks or programming. Neither Distributor, any System nor any System Owner shall directly or indirectly question, attack, contest or in any other manner impugn the validity of the Marks or BFN's rights in and to the Marks. Neither Distributor, any System nor any System Owner shall at any time adopt or use, without BFN's prior written consent, any variation of any of the Marks or any word or mark likely to be similar to or confused with any of the Marks. Any and all goodwill arising from Distributor's, any System's or any System Owner's use of the Marks shall inure solely to the benefit of BFN.

9.             REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION

a.           BFN represents and warrants that the Service will not contain any material that is defamatory in the Territory or that violates any U.S. trademark or service mark, right of privacy, copyright, dramatic or literary right in the Territory of any party, except BFN makes no representation or warranty with respect to any fees for music performance rights that any music licensing agency may seek to impose upon Distributor and that are separate and apart from those fees paid by BFN to such agencies. Distributor makes the same representations and warranties with respect to commercial announcements or other programming supplied by or on behalf of Distributor.

b.           Distributor represents and warrants that (i) it has the right to enter into this Agreement on behalf of the Systems described on Schedule B and that it has or will have the right to enter into this Agreement on behalf of the Systems to be set forth on an amended Schedule B in accordance with Section 2 above, and all other Systems; (ii) it is under no contractual or legal obligations that could in any way interfere with Distributor's full, prompt and complete performance under this Agreement; (iii) it has obtained, and shall maintain in full force during the Term, such federal, state and local authorizations as is necessary to exhibit and distribute the Service in the Systems; and (iv) all Systems, including those listed, or to be listed, on Schedule B meet the requirements of Section 1(a).

c.           Distributor shall indemnify and hold harmless BFN from and against any and all claims, liability, loss, damage, cost and expense (including reasonable attorneys' fees) arising out of (i) Distributor's, and System's or any System Owner's breach of this Agreement, including any representation or warranty hereunder; (ii) Distributor's or any System's or System Owner's alteration or delay of, or insertion of material in, the Service; (iii) any authorized use of the Service by Distributor or any of Distributor's clients or customers (including any System or System Owner) or otherwise in violation of this Agreement; (iv) any warranty, representation, or statement by Distributor to any third party (including any System Owner) in connection with Distributor's sub-distribution of the Service; or (v) any dispute between or among Distributor and any System or System Owner.

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d.           BFN indemnifies and holds harmless Distributor from and against any and all claims, liability, loss, damage, cost and expense (including reasonable attorneys' fees) arising out of BFN breach of any representation or warranty hereunder made by BFN.

e.           In any case in which indemnification is sought, the party seeking indemnification (the "Indemnified Parry") shall: (i) promptly notify the party from whom such indemnification is sought (the "Indemnifying Party"); (ii) afford the Indemnifying Party the opportunity to defend such claim and control the litigation, settlement and other disposition of such claim; and, (iii) fully cooperate in connection with such defense, litigation, settlement or disposition. The Indemnified Party shall have the right, but not the obligation, to join in and be represented by its own counsel, at its own cost and expense.

f.           Notwithstanding anything to the contrary in this Agreement, BFN shall not be liable to Distributor, any System Owner or any other person or entity claiming through Distributor or any System Owner for any incidental or consequential damages or loss of revenues, whether foreseeable or not, occasioned by any breach by BFN of this Agreement.

10.           FORCE MAJEURE

BFN shall not be liable to Distributor (or any person or entity claiming through Distributor) for failure to supply the Service or any part thereof, by reason of any act of God, earthquake, labor dispute, civil disturbance or insurrection, non-delivery by program suppliers or others, disruption or breakdown of origination or transmission facilities, or any other cause beyond BFN's sole control,

11.           TERMINATION

b. BFN may terminate this Agreement, without incurring any legal or financial obligation to Distributor, any System Owner or any other person or entity claiming through Distributor or any System Owner, by giving written notice of such termination to Distributor if: (i) Distributor or any System or System Owner breaches any material provision of this Agreement, but if the breach is curable, then BFN may not exercise its termination rights or other rights at law or in equity for that breach unless Distributor fails to cure fully to BFN's satisfaction that breach within ten (10) days (within five (5) days if a monetary breach) of the notice of termination from BFN; or (ii) Distributor files a petition in bankruptcy, is insolvent, or seeks relief under any similar law related to its financial condition; or (iii) if any person files an involuntary petition in bankruptcy against Distributor, or seeks relief under any similar law related to Distributor's financial condition, unless the involuntary petition is dismissed or relief is denied within thirty (30) days after it has been filed or sought. BFN's right to terminate this Agreement due to Distributor's default shall be in addition to any rights or remedies which BFN may have in law or equity. Whether or not BFN exercises its rights to terminate this Agreement upon the default of Distributor hereunder, in addition to any and all other rights and remedies BFN has pursuant to this Agreement or under applicable law, upon any such default, BFN shall have no further obligation (if any previously existed) to provide Distributor with any discounts, incentives or financial support of any kind or nature throughout the remainder of the Term (whether or not Distributor shall have been entitled to such support prior or subsequent to such default), unless and until such default is cured to the satisfaction of BFN.

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c.           In the event of termination, all rights granted to Distributor and to Systems or System Owners hereunder shall forthwith cease and revert to BFN for BFN's sole and exclusive use and disposition. Notwithstanding any termination or expiration of the Term of this Agreement, the provisions of Section 9 (Representations and Warranties, Indemnification), and any payment obligations incurred under Sections 4 (Fees) and 6 (Payment of Monthly Fees), of  this Agreement shall continue in full force and effect.

d.           BFN retains the right at all times permanently to cease its distribution of the Service on ninety (90) days' notice to Distributor without any liability to Distributor, any System Owner or any other person or entity claiming through Distributor or any System Owner.

12.           CONFIDENTIALITY

The terms and conditions of this Agreement shall be kept confidential by the parties and shall not be disclosed by either party to any third party except as may be required by any court order or governmental agency, and except on a confidential basis to a party's accountants, auditors, agents, legal counsel, parent companies, lending institutions and other financiers.

13.           OTHER SERVICE AGREEMENTS

In no event shall any BFN Subscriber receiving the Service in satisfaction of or otherwise pursuant to any other agreement authorizing carriage of the Service (whether entered into prior to, on the date hereof, or subsequent to the date hereof and which binds Distributor or any of the Systems) be applied to or utilized to satisfy the distribution commitments hereunder. In addition, any Subscriber receiving the Service pursuant to the terms hereof shall not count toward compliance with or satisfaction of any subscriber or distribution commitments or guarantees required in connection with, or any volume discounts available under, any other agreement authorizing the carriage of the Service.

14.           SUBDISTRIBUTION SPECIFIC PROVISIONS

Distributor shall ensure that once a System launches the Service, the System may only discontinue carriage of the Service for the following reasons: (i) the agreement through which Distributor has granted the System Owner the right to distribute the Service via the System expires by its terms and is not contemporaneously renewed; or (ii) this Agreement is terminated or expires; or (iii) the System no longer distributes any video programming through any agreement or arrangement with Distributor; or (iv) the System or the System Owner is in breach of~any agreement relating to its carriage or receipt of the Service. Distributor shall ensure that if an approved System discontinues carriage of the Service for any period of time for any reason other than Force Majeure, Distributor may not resume sub-distribution of the Service to that System unless BFN again gives its prior written consent to Distributor re-adding that System to Exhibit A. as applicable, as an authorized "System." If BFN terminates a System due to breach of this agreement, such termination shall not apply to the remaining Systems covered under this agreement,

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15.           MISCELLANEOUS

a.           Reservation of Rights. All rights not specifically granted to Distributor by this Agreement in and to the Service and its content are reserved to BFN for its sole and exclusive use, disposition and exploitation and are exercisable by BFN at any time, in any location and by any means whatsoever.

b.           Notices. All notices and statements required to be given hereunder shall be given in writing; certified U.S. mail, return receipt requested; or personal delivery to the parties at the above addresses, and the date of such personal delivery shall be deemed the date of the giving of such notice or, in the case of certified mail, three (3) business days after deposit in the U.S. mail.

c.           Assignment. This Agreement may not be assigned or otherwise transferred by Distributor without the prior written consent of and unless all amounts due and owing to BFN by Distributor up to and including the date of assignment or otlier transfer have been paid in full. A purported assignment or other transfer made without the prior written consent of BFN shall not relieve the purported assignor or transferor of its obligations hereunder.

d.           Waivers. Any waiver by either party of any breach of any term or condition of this Agreement shall not be deemed to be a waiver of any rights or remedies resulting from that breach, nor shall such waiver constitute a waiver of any other term or condition of this Agreement.

e.           Remedies Cumulative. All rights and remedies of a party hereunder shall be cumulative and in addition to such rights and remedies as may be available to a party at law or equity. Notwithstanding the foregoing, Distributor shall not be entitled to enjoin the distribution, performance or exhibition of the Service.

f.           Entire Agreement. This Agreement constitute the entire agreement between the parties with respect to the subject matter covered and supersedes and replaces any prior agreements and representations between the parties. This Agreement may be executed in multiple counterparts, each of which shall be deemed valid and binding. Facsimile signatures shall be sufficient to evidence the binding nature of this Agreement.

g.           No Modifications. This Agreement cannot be modified except by written instruments signed by each of the parties.

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h.           Press Releases. Neither party may issue any press release or make any other public announcement announcing the relationship formed or to be formed by this Agreement, without the prior written approval of the other party.

i.            Attorney's Fees. Should any legal proceeding be necessary to construe or enforce the provisions of this Agreement, the prevailing party in such legal action shall be entitled to recover all court costs, reasonable attorney's fees, and costs of enforcing or collecting any judgment awarded.

h.          Governing Law and Jurisdiction: This Agreement has been delivered at and shall be deemed to have been made and entered into in Tennessee. Accordingly, the rights and liabilities of the parties shall be determined in accordance with the laws of the State of Tennessee, without regard to its principles of conflicts of laws. The parties agree that this Agreement shall be litigated solely and exclusively in the appropriate federal and state courts located in Tennessee and irrevocably submit to the jurisdiction of such courts.

i.            Third Party Beneficiary. The provisions of this Agreement are not intended to be for the benefit of any third party, whether Service Subscriber(s), System Owners(s) or otherwise, and no Subscriber or System Owner shall be deemed to have any privity of contract with BFN by virtue of this Agreement or the delivery of the Service. Distributor shall ensure that BFN is a third party beneficiary of its agreements with System Owners (either by name or generally by reference to all networks provided through Distributor).

j.            No Joint Venture. Nothing contained herein shall be deemed to create a joint venture or partnership between the parties hereto and neither party shall hold itself out to the contrary.

k.           No Inference Against Author. No provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.

1.           Franchise Liability and Taxes. BFN shall not be liable for, and Distributor and/or the Systems Owners shall pay and forever hold BFN harmless from, any and all sales, use, excise, income, franchise, corporate or similar taxes (including, without limitation, any fees payable to local or state franchising authorities) or other charges which are or may be imposed upon or assessed against Distributor, any System or any System Owner, and/or which are based upon or measured by revenues derived by Distributor, any System or any System Owner, from the exploitation of the rights granted pursuant to this Agreement (including, without limitation, any tax or charge based upon any goods or services furnished to Distributor by BFN, which goods or services are then passed on to Distributor's Subscribers or to the Systems or System Owners).

m.          Headings and Exhibits. Section headings used herein are for convenience only and shall not be deemed to be part of this Agreement. All exhibits referred to herein are hereby made a part hereof and incorporated into this Agreement by this reference.

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n.          Severability. The invalidity under applicable law of any provision of this Agreement shall not affect the validity of any other provision of this Agreement, and in the event that any provision of this Agreement is deemed to be invalid or otherwise illegal or unenforceable, this Agreement shall remain effective and shall be construed in accordance with its terms as if the invalid, illegal or unenforceable provision were not contained herein.

o.          Equitable Remedies. The parties acknowledge that BFN's remedy at law is inadequate if Distributor or any System or System Owner should discontinue its distribution of the Service contrary to the terms of this Agreement, that damages would be extremely difficult to ascertain, that irreparable injury would occur, and Distributor hereby consents (and shall obtain the consent of System Owners) to the remedies of specific performance and injunctive relief, but nothing contained in this Agreement shall prevent BFN from pursuing any other remedies in equity or at law which BFN deems appropriate.

p.          Compliance with Law. The obligations of Distributor and BFN under this Agreement are subject to all applicable federal, state and local laws, rules, and regulations (including, but not limited to, the Cable Communications Policy Act of 1984 [P.L. 98-549] (as amended by the Cable Television Consumer Protection and Competition Act of 1992 [P.L. 102-385]), the Communications Act of 1934, as amended, and the rules and regulations of the Federal Communications Commission, as further amended from time to time).

q.          Limitation of Liability. Neither BFN, nor any of its affiliated companies shall, for any reason or under any legal theory, be liable to Affiliate or any of its affiliated companies for any special, indirect, incidental or consequential damages or for loss of profits, revenues, data or services, regardless of whether such damages or loss was foreseeable or regardless of whether BFN was informed or had direct or implied knowledge of the possibility of such damages or loss in advance.

IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Agreement as of the date first written above.

DISTRIBUTOR:                                    BFN NETWORK:

By: /s/ Stuart Smitherman                      By: /s/ Billy D. Hawkins

Name: Stuart Smitherman                      Name: Billy D. Hawkins

Title: President                                       Title: Managing Director

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SCHEDULE A

Fee Per Subscriber

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SCHEDULE B

DISTRIBUTOR SYSTEMS

Distributor represents and warrants with respect to each of the below Systems (including Systems added after the date of this Agreement as permitted by this Agreement) that (1) it has a valid written agreement in effect at all relevant times with the System to distribute the Service via the System in accordance with the terms and conditions of this Agreement, (2) it does not own any equity interest in the System, and (3) if governmentally required, the System holds a valid franchise covering the Service Area for the Term.

In addition to the information required below, Distributor shall also provide ___________ with the following information for each System listed below (upon execution of this Agreement) and each System added to an amended Exhibit A (upon launch of the System) during the Term (which information shall be deemed incorporated by reference into this Agreement):

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Standard Aggregator Form November 25, 2009

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EX-10.6

Exhibit-10.6

Type:  Exhibit-10.6

Description: Vivacast Media, LLC & Dream League TV Network; 10 year, content licensing & affiliate distribution agreement.

AFFILIATION AGREEMENT SUB-DISTRIBUTION AND PRIVATE CABLE AGGREGATION AGREEMENT

This Affiliation Agreement ("Agreement") is made and effective as of the 21st day of October, 2010 (the "Effective Date") by and between the Dream League Football Association; Dream League Network, owned and operated by DLFA Industries, Inc., a Texas corporation, with offices located at 3537 Ridgebriar, Dallas, Texas 75234 ("Dream League Network") and VIVICAST MEDIA, LLC, a Tennessee limited liability company, with offices located 1780 Moriah Woods Blvd, Suite lMemphis, TN 38117 ("Distributor").

WHEREAS, Distributor is in the business of licensing television networks to third-party multi-channel video pay-television distribution System Owners (defined below) that use CATV, SMATV, MMDS, and Alternative Technology (as defined below) Systems (as defined below) for distribution of television networks to their respective Subscribers (as defined below).

WHEREAS, Distributor wishes to obtain the non-exclusive right to grant System Owners the right to distribute the twenty four (24) hour per day seven (7) day per week linear television service known as the "DREAM LEAGUE NETWORK" (the "Service") and DREAM LEAGUE NETWORK wishes to grant Distributor such right pursuant to the terms and conditions of this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1.        DEFINITIONS

a.           Alternative Technology System ("ATS"). ATS shall mean a cryptographically protected distribution system for multi-video and other programming. For purposes of  clarification, an ATS may use traditional multi-channel video distribution technology that employs Internet protocol ("IP") technology, including but not limited to encrypted switched video and/or IP to a pc, mobile device or "smart phone" and "to the settop box" Internet based  solutions that utilize digital rights management technology that is reasonable under the circumstances and in keeping with the highest standards for such distribution).

b.           System. "System" shall mean any cable television system ("CATV"), satellite master antenna television system ("SMATV"), direct broadcast satellite ("DBS") multichannel-multipoint distribution system ("MMDS"), and ATS authorized by Distributor to distribute the Service and subject to the requirements and exclusions listed in Schedule A.

c.           System Owner. "System Owner" shall mean for each System, the entity that owns, controls and operates the System.

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d.           Territory. "Territory" shall mean worldwide.

e.           Service Subscriber. "Service Subscriber" shall mean any Subscriber of a System receiving the Service.

f.            Subscriber. "Subscriber" shall mean any customer of Distributor or of any System or System Owner, who receives any level of television service directly from a System; provided that Subscribers shall not include (i) any facility used primarily to monitor and control programs telecast on any such System, and (ii) any illegal connection not authorized by a System. The term "Residential Subscriber" shall include any Subscriber receiving the Service in a single family dwelling unit, including, but not limited to apartments, condominiums and single family homes. The term "Commercial Subscriber" shall include any Subscriber receiving the Service at a commercial location, including, but not limited to, a hotel, motel, inn or similar place of accommodation, school, dormitory, nursing home, hospital, prison or office or business location. Without limiting the scope or generality of the foregoing, each hotel or motel room, each school, dormitory, hospital or patient room, each prison cell and each private business office (based on 100% occupancy of each such room, cell or office) authorized to receive the Service shall be deemed a Commercial Subscriber. The term Subscriber may not include any public viewing area or location for which a separate admission fee is charged for viewing programming and distributor acknowledges that this Agreement is not intended to grant any right to distribute to any such viewing location. Distributor may not distribute the Service to any hotel, motel, inn or similar place of accommodation, or to any nursing home or hospital, unless the Service is received by each guest room or patient room therein as well as all other television sets in such locale and no special fee or charge is imposed by Distributor or anyone else for the privilege of receiving or viewing the Service in each such room. In the case of customers who receive cable television service in multiple dwelling facilities such as apartments and condominiums pursuant to bulk rate arrangements (each a "Bulk-Rate Subscriber"), the number of Service Subscribers (defined below) shall be counted on an equivalent basis at a number equal to, the number obtained by dividing: (x) the aggregate monthly dollar amount billed to the Bulk Rate Subscriber by (y) the monthly basic rate charged to the largest number of Residential Subscribers by the respective System for a package of services containing the Service. Notwithstanding the foregoing, neither Distributor nor any System Owner shall be entitled to apply the bulk-rate formula if any such dwelling unit or similar individual unit receives a separate bill or invoice.

g-          Term.   "Term" shall mean the period commencing on the date on which this Agreement is fully executed by both parties and ending ten (10) years later.

2.        GRANT OF RIGHTS

a.          DREAM LEAGUE NETWORK hereby grants Distributor the non-exclusive right during the Term (subject to the requirements and exclusions in Schedule A) to distribute the Service to Residential Subscribers, Commercial Subscribers and Bulk Billed Subscribers located in the Territory of the following Systems: (i) those Systems set forth on Schedule B attached hereto as of the date of this Agreement; and (ii) those Systems which are set forth by Distributor on an amended Schedule B. Distributor agrees to supply to DREAM LEAGUE NETWORK in each instance where Distributor desires to add a System subsequent to the date of this Agreement (the right to distribute and exhibit shall become effective on the thirtieth (30th) day after receipt by DREAM LEAGUE NETWORK of such an amended Schedule B (the "System Effective Date") if DREAM LEAGUE NETWORK does not notify Distributor in writing that it objects to such additions. Distributor must cause each System Owner to distribute the Service via each System in accordance with the terms of this Agreement to the System's Subscribers within the System's Service Area.

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b.           All rights to the Service not specifically granted to Distributor are specifically reserved.

c.           The license granted herein is limited to the geographic boundaries of the Territory. Distributor will not knowingly distribute or exhibit the Service, in whole or in part, via any technology, to any location outside the geographic boundaries of the Territory. Distributor represents and warrants that each of the Systems shall be wholly within the Territory. Additionally, Distributor agrees that its distribution of the Service shall at all times encrypted in a manner that complies with pay television industry standard in the Territory.

d.           For clarity, the grant of rights and all restrictions and obligations imposed upon Distributor herein shall also apply to Distributor's Participating Operators and Distributor along with the respective Distributor's Participating Operator shall be jointly and severally liable for any breach of this Agreement.

e.         _DREAM LEAGUE NETWORK will make available a satellite or terrestrial delivered, high definition service comprised of high definition programming included in the Service in accordance with the delivery term contained herein for the Service. DREAM LEAGUE NETWORK hereby grants to Distributor the exclusive right (subject to the conditions and restrictions outlined in Schedule A) to distribute DREAM LEAGUE NETWORK in any tier or package of services but only to Service Subscribers in the Territory.

3.          SYSTEM AVAILABILITIES

a.          DREAM LEAGUE NETWORK shall designate and make available two (2) minutes per hour of the Service (except during time, if any, used by DREAM LEAGUE NETWORK for the telecast of paid programming including, without limitation, so-called "infomercials") for the sale by System Owners of commercial announcements ("System Availabilities"). Distributor may authorize System Owners to use, exploit and derive revenues for their own account from the sale of System Availabilities, provided that Distributor shall be responsible to ensure that each System Owner uses the System Availabilities for its respective System(s) in conformance with all applicable state and federal laws and regulations, and all and terms conditions of this Section 3. The positions of the System Availabilities shall be as specifically designated by DREAM LEAGUE NETWORK in its sole discretion. System Owners shall not sell or otherwise use any System Availabilities for the promotion or advertising of: (i) tobacco products, distilled liquor, "900" or "976" solicitations (for which the caller is charged for the call by the soliciting party), any form of gambling, or any material which is, in whole or in part, obscene, indecent, lewd or pornographic; (ii) programming available on the System which includes reference to the day and/or date of such programming; (iii) any programming service which is primarily of a similar type as the Service or (iv) any content that DREAM LEAGUE NETWORK determines, in its sole discretion, is not in conformity with its brand, target demographic or category exclusive sponsorships.

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b.           Except for the System Availabilities, no System Owner shall sell or use, or authorize others to sell or use, any portion of the Service for sponsorship, advertising or promotion of any products, goods or services.

4.        FEES

a.           For each DREAM LEAGUE NETWORK Subscriber, Distributor shall pay the applicable monthly license fee for the Service as set forth on Schedule A of this Agreement ("Affiliate Fees"). Each month, the number of Service Subscribers receiving the Service shall be determined by adding the number of applicable Service Subscribers at the start of the month to the number of applicable Service Subscribers at the end of the month and dividing the total by two (2), provided that for the first month the Service is launched in a System, Distributor shall use the actual end of month Service Subscriber number to calculate Affiliate Fees. With respect to Service Subscribers who are subject to bulk rate arrangements, the equivalency formula set forth in Section 1(g) hereof shall be used to compute the number of applicable Service Subscribers subject to the monthly Affiliate Fees set forth on Schedule A.

b.           For each Service Subscriber who is a Commercial Subscriber, Distributor shall pay the applicable monthly Affiliate Fees; provided that such monthly Affiliate Fee is subject to increase as set forth in this Section 4(b). If Distributor provides the Service to any Commercial Subscriber and charges a rate to such Commercial Subscriber for the level or package of services on which the Service is carried that is higher than the rate Distributor charges for providing such level or package of services to a Residential Subscriber, then the monthly Affiliate Fee payable to DREAM LEAGUE NETWORK for the Service hereunder in connection with such Commercial Subscriber shall be increased by multiplying the applicable monthly Affiliate Fee by a fraction (x) the numerator of which is the rate Distributor is charging such Commercial Subscriber for such package or level of services and (y) the denominator of which is the rate Distributor charges Residential Subscribers for such package or level of services or the substantial equivalent thereof.

c.           For clarity and notwithstanding any other provision of this Agreement to the contrary, each Subscriber receiving a stand-along Service shall be deemed a separate Service Subscriber for whom Affiliate Fees are due and each Subscriber receiving both of the Services shall also be deemed to be a single Service Subscriber for whom Affiliate Fees are due.

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d.          DREAM LEAGUE NETWORK hereby warrants and represents that Distributor shall receive MFN status on all fees due for product that is If DREAM LEAGUE NETWORK enters into a valid and binding agreement with another Distributor within the Territory and such Distributor receives more favorable rates than Vivicast Media ("Distributor"), then DREAM LEAGUE NETWORK shall immediately notify Vivicast and all license fees due to DREAM LEAGUE NETWORK shall be lowered accordingly to such rate effective on the date DREAM LEAGUE NETWORK signed the Agreement with the other Distributor.

5.        EXHIBITION AND DISTRIBUTION OF THE SERVICE BY DISTRIBUTOR

a.           In consideration for the rights granted to Distributor in this Agreement, Distributor shall cause each System Owner to launch and distribute the Service on each respective System on a full-time basis (twenty four (24) hours per day, seven (7) days per week), during the Term, on a single designated channel position dedicated to the Service, as more fully set forth in this Section 5. The Service shall be exhibited in its entirety without delay, alteration, addition, deletion or editing of any portion and in a manner which permits the highest quality of aural and visual signal reception by Service Subscribers. Each System shall not, subsequent to launching the Service, change the single designated channel to a less favorable channel (i.e., a higher number or letter) than the channel on which the Service is initially exhibited without the prior written consent of DREAM LEAGUE NETWORK which may be withheld by DREAM EAGUE NETWORK in DREAM LEAGUE NETWORK'S sole and exclusive discretion. Distributor shall promptly notify DREAM LEAGUE NETWORK of any change of channel position in any System.

b.           Distributor shall not, nor shall Distributor permit or authorize others to, record, copy or duplicate for resale or retransmission the Service, in whole or in part. Distributor shall and shall cause each System Owner to take commercially reasonable precautions to prevent any recording, copying or duplicating, and/or unauthorized reception or use of the Service and shall promptly notify DREAM LEAGUE NETWORK of any known recording, copying or duplicating or unauthorized reception or use of the Service. The foregoing notwithstanding, Distributor may permit retransmission of portions of the Service on System channels solely for the purpose of promoting the Service to Subscribers.

c.           Each Service System may carry the Service on the basic level of service, in a package or packages of other services, or in any combination thereof. Once launched, the Service may not be deleted, negatively re-packaged or re-positioned without the express written consent of DREAM LEAGUE NETWORK.

d.           Distributor agrees that it shall only permit distribution of the Service on a simultaneous carriage basis (i.e., each System shall retransmit the Service at the same time as transmitted by DREAM LEAGUE NETWORK. Distributor agrees that it shall have no right to distribute all or any portion of the programming contained in the Service on an interactive, time- delayed, video-on-demand, pay-per-view, pay-per-day or similar basis.

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e.           If any System utilizes a channel or program "navigation" system providing on­ screen menu choices, the display and placement of the DREAM LEAGUE NETWORK name and logo shall be at least as favorable as the display and placement of other advertiser-supported cable programming services distributed on such System.

f.           Notwithstanding subsection (d) above, Distributor's right to distribute the Service on Systems that distribute the Service in a digital format is conditioned upon (i) the digital transmission signal of the Service in each such System being, at all times during the Term, substantially of the same aural and visual quality as the Service signal transmitted by DREAM LEAGUE NETWORK to Distributor or to the Systems, and (ii) such Service signal transmitted by the Systems not having a lower resolution or being subject to a higher compression ratio than that of the signal transmitted by the systems of any other comparable advertiser-supported programming service distributed by any other major distributor of digital programming services (e.g., HITS).

6.        PAYMENT OF MONTHLY FEES

a.           Within thirty (30) days following the end of each calendar month of the Term, Distributor shall deliver to DREAM LEAGUE NETWORK Distributor's monthly payment of Affiliate Fees along with a statement showing the computation of the Affiliate Fees for such calendar month, stated separately for each System. The form of such statement shall be as provided by DREAM LEAGUE NETWORK and may be modified from time to time as reasonably requested by DREAM LEAGUE NETWORK, but shall always include for each System (i) the exact and current name and location of each System; (ii) the service package on  which the Service are carried within each System (broken out by standard and high definition); (hi) the total number of Subscribers and Service Subscribers as calculated pursuant to Section 4 above, (iv) the total number of Residential Subscribers, Commercial Subscribers and Bulk-Rate Subscribers; (v) the total number of Subscribers receiving the Service from a Third Party Provider (as defined below) and the name of each Third Party Provider; (vi) the channel on which the Service is carried in each System; (vii) the retail basic service rates charged to non-Bulk-Rate Residential Subscribers, non-Bulk-Rate Commercial Subscribers and Bulk Rate Subscribers; and (viii) any other information reasonably requested by DREAM LEAGUE NETWORK to substantiate the calculation of fees due to DREAM LEAGUE NETWORK. Each monthly statement shall be true and correct and certified as such by Distributor's CFO and a duly authorized officer of each System Owner. The monthly Affiliate Fees shall be payable to DREAM LEAGUE NETWORK whether or not Distributor actually collects or receives payment from its Subscribers or System Owners.

b.           Any Affiliate Fees, or portion thereof, not paid to DREAM LEAGUE NETWORK within thirty (30) days after the end of the calendar month for which such payment is due (including amounts discovered due after an audit) shall accrue interest at the rate of one and one-half percent (1.5%) per month or at the highest lawful rate, whichever is less, compounded monthly until paid in full.

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c.           At least once per year, within one hundred and twenty (120) days after the end of any of Distributor's fiscal years in which this Agreement is in effect, either Distributor's Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Vice-President, Treasurer, a Certified Public Accountant or independent auditor, or such other person as may be designated by Distributor and approved by DREAM LEAGUE NETWORK in writing, shall certify to DREAM LEAGUE NETWORK that the information furnished throughout the fiscal year to DREAM LEAGUE NETWORK is accurate and complete. Distributor shall cause each System Owner to make the same certification upon request from DREAM LEAGUE NETWORK.

d.           Distributor shall keep complete and accurate records and accounts of the Residential Subscribers, Commercial Subscribers, Bulk-Rate Subscribers, Service Subscribers, and all related matters. Such accounts and records shall be available for inspection, copying and audit by DREAM LEAGUE NETWORK or its representatives, upon reasonable notice to Distributor during normal business hours at the locations where such records are normally kept. Such audit shall be conducted at DREAM LEAGUE NETWORK sole expense. However, if the audit shows a five percent (5%) or more underpayment, then Distributor shall bear the expense of the audit. Audits may be conducted no more often than once per year, unless a prior audit has shown a discrepancy often percent (10%), and then audits may be conducted at any time during the Term upon reasonable notice to Distributor during normal business hours at locations where such records are kept. Audits may be conducted during the original and renewal terms of this Agreement and for two (2) years after DREAM LEAGUE NETWORK receipt of the last accounting due from Distributor under this Agreement.

e.           Distributor must require each System Owner to keep complete and accurate records and accounts of the Residential Subscribers, Commercial Subscribers, Service Subscribers, and all related matters. Distributor must require each System Owner to allow DREAM LEAGUE NETWORK or its representatives, upon reasonable prior notice, to inspect, make copies of and otherwise audit those books and records at the System's office during normal business hours at the locations where such records are normally kept, Such audit shall be conducted at DREAM LEAGUE NETWORK'S sole expense. However, if the audit shows a five percent (5%) or more underpayment, then Distributor shall bear the expense of the audit. Audits may be conducted no more often than once per year, unless a prior audit has shown a discrepancy often percent (10%) or more, and then audits may be conducted at any time during the Term upon reasonable notice to Distributor during normal business hours at the locations where such records are normally kept. Audits may be conducted during the original and renewal terms of this Agreement and for two (2) years after DREAM LEAGUE NETWORK'S receipt of the last accounting due from Distributor under this Agreement.

f.           Neither party's acceptance of any information or payment, nor DREAM LEAGUE NETWORK'S audit of Distributor's or any System Owner's records, shall prevent either party from disputing the accuracy or completeness of any payments, statements, records or accounts.

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g.           Neither DREAM LEAGUE NETWORK nor Distributor may commence any action to offset or recover any overpayment or underpayment of fees under this Agreement more than three years after those fees were due.

7.        DELIVERY OF THE SERVICE BY DREAM LEAGUE NETWORK

a.           The content, including but not limited to, the selection, scheduling, substitution and withdrawal, of all the Service's programming, except for System Owners' use of their System Availabilities as set forth in Section 3 of this Agreement, shall at all times remain within the sole discretion and control of DREAM LEAGUE NETWORK.

b.           DREAM LEAGUE NETWORK shall use commercially reasonable efforts to transmit a high-quality signal for the Service from a traditionally used communications satellite or through terrestrial distribution, and shall keep Distributor apprised of both the satellite and transponder or means of terrestrial distribution it is using for such transmission. The signal which carries the Service may be encoded at the sole option and expense of DREAM LEAGUE NETWORK. Any and all costs incurred with respect to reception from the satellite or terrestrial distribution center, including the decoding and transmission of the Service in its entirety, without addition, deletion, alteration, editing or amendment, including without limitation, all advertising and promotional material, copyright notices, credits and billings (except for local commercial time provided to Distributor as set forth in Section 3 above) through the Systems, shall be borne by and shall be the sole responsibility of Distributor and/or the System Owners. DREAM LEAGUE NETWORK shall give Distributor sixty (60) days advance written notice prior to a permanent change in the satellite transmitting or a change to terrestrial distribution of the Service and Distributor will use commercially reasonable means to continue to receive the Service. If Distributor is not able to receive the signals from DREAM LEAGUE NETWORK'S new distribution satellite or transponder or terrestrial distribution center, Distributor shall be under no further obligation to carry the Service on any such affected System(s), provided, however, that (i) Distributor shall give DREAM LEAGUE NETWORK fifteen (15) days' prior written notice of its decision to terminate the Service in such affected System(s), and (ii) DREAM LEAGUE NETWORK has not notified Distributor in the meantime that DREAM LEAGUE NETWORK will not make the intended change. Notwithstanding the foregoing, if DREAM LEAGUE NETWORK is required to switch satellites due to an emergency beyond the control of DREAM LEAGUE NETWORK, then DREAM LEAGUE NETWORK shall promptly notify Distributor of the replacement satellite and transponder and Distributor and DREAM LEAGUE NETWORK shall use reasonable efforts to avoid disruption of the Service's delivery to DREAM LEAGUE NETWORK Subscribers.

c.           DREAM LEAGUE NETWORK reserves and retains all rights in and to all signal distribution capacity contained within the bandwidth of the Service and audio subcarriers,including without limitation, the vertical blanking interval ("VBI") from its transmission point tothe headends of the Systems; provided, however, that DREAM LEAGUE NETWORK shall have the right to use, and Distributor shall cause each System Owner to pass through to all Service Subscribers, all portions of the Service signal that are related to or enhance the Service programming, including (without limitation) all portions of lines 19 and 21 of the VBI, as well as all programming or information Distributor and/or System Owners are legally required to pass through to Service Subscribers. Except as provided in the preceding sentence, the Systems shall retain all rights to the channel capacity used for their delivery of the Service to Service Subscribers from their headends; provided, however, that any such use by such Systems shall not degrade, or otherwise interfere with, the quality of the Service signal, technically, perceptually or otherwise.

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d.          Receipt of Third Party Signal.

i.           Distributor shall have the right to permit Systems to receive a signal for

the Service via a transmission system from HITS or any other third party authorized by DREAM LEAGUE NETWORK (a "Third Party Provider") for reception and distribution by the Systems; provided that Distributor and or Distributor Affiliate (as applicable) and the Third Party Provider are parties to a folly executed written agreement authorizing Distributor's access to the Third Party Provider's signal without charge to DREAM LEAGUE NETWORK and pursuant to which DREAM LEAGUE NETWORK shall have no liability (such signal for the Service received from a Third Party Provider is referred to herein as a "Third Party Signal"). The Third Party Provider and DREAM LEAGUE NETWORK shall be parties to a written agreement (the "Third Party Provider Agreement") which (x) authorizes the Third Party Provider to distribute the Service signal to designated distributors, including Distributor; and (y) requires the Third Party Provider to authorize and de-authorize, as applicable, any location receiving the Third Party Signal within twenty four (24) hours after receipt of notification from DREAM LEAGUE NETWORK, which authorization and de-authorization shall be at no cost to DREAM LEAGUE NETWORK. In the event and to the extent that Distributor utilizes the Third Party Signal of the Service as distributed by the Third Party Provider as permitted hereunder, Distributor shall notify DREAM LEAGUE NETWORK in writing prior to each System's first receipt of such signal, which notice shall include the location of each System receiving such Third Party Signal and the name of the Third Party Provider.

ii.           Distributor's exercise of its rights as set forth in this Section 7(d) and any alteration, transmission, redistribution, reception or other use of the Service signal permitted pursuant to this Section 7(d) shall not cause or result in a material change in a viewer's perception of the video or audio quality of the Service. With respect to each System distributing a Third Party Signal, Distributor agrees that the signal quality for the Service shall be of equivalent or higher quality and shall not have a lower resolution than any other comparable advertiser-supported programming service distributed on such System. Notwithstanding anything contained in this Agreement to the contrary, the grant of distribution rights set forth in this Section 7(d) is subject to and conditioned upon Distributor and the System Owners complying with their respective obligations under this Agreement. Nothing in the Third Party Provider Agreement shall relieve Distributor or any System of the distribution commitments set forth in this Agreement, and in the event of any inconsistency between this Agreement and the Third Party Provider Agreement, this Agreement shall govern.

hi.          Subject to the terms and conditions in this Agreement, in the event that, for any reason, a System is unable to receive a Third Party Signal of the Service (whether by reason of a permanent or temporary interruption in service), Distributor shall use commercially reasonable efforts to make alternative arrangements for System Owners to receive and have the Service signal distributed as transmitted directly from DREAM LEAGUE NETWORK satellite or as transmitted by another Third Party Provider.

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8.             MARKETING AND PROMOTION

a.       Distributor shall promote and cause the Systems to promote the Service to its Subscribers throughout the Term with the aim of maximizing the number of the Service's viewers. DREAM LEAGUE NETWORK shall provide Distributor with appropriate marketing materials to carry out these efforts. Distributor shall include DREAM LEAGUE NETWORK in all channel listings, program guides (including electronic program guides) and other Subscriber materials in the same manner it so lists other full time networks. Distributor shall carry a link to DREAM LEAGUE NETWORK'S web-site, or such other web site as DREAM LEAGUE NETWORK may require on its customer facing web-site where programming channels are listed.

b.       At DREAM LEAGUE NETWORK'S request, Distributor shall provide DREAM LEAGUE NETWORK with available data regarding the marketing and promotion of the Service by Distributor and the Systems. Also at DREAM LEAGUE NETWORK'S request, Distributor shall deliver to DREAM LEAGUE NETWORK a report stating the number of DREAM LEAGUE NETWORK Subscribers, and the number of Residential Subscribers and Commercial Subscribers with access to the Service, stated separately for each System. Distributor also agrees and agrees to cause the System Owners to render such other assistance which DREAM LEAGUE NETWORK may reasonably request regarding any marketing test, survey, poll or other research DREAM LEAGUE NETWORK may undertake in connection with the Service. DREAM LEAGUE NETWORK shall treat as confidential any Subscribers' names and addresses it receives from Distributor and shall only utilize any such information in connection with DREAM LEAGUE NETWORK research.

c.       Distributor acknowledges that the name of the Service and DREAM LEAGUE NETWORK trademarks, service marks and other names and logos (collectively, the "Marks") are trademarks and the exclusive property of DREAM LEAGUE NETWORK. Neither Distributor, any System nor any System Owner has or will acquire any proprietary rights in any of DREAM LEAGUE NETWORK'S Marks or programming by reason of this Agreement or any System's carriage of the Service. DREAM LEAGUE NETWORK shall have the right to review representative samples of all promotional and advertising material which mentions or uses the name of the Service, DREAM LEAGUE NETWORK'S Marks or programming. Neither Distributor, any System nor any System Owner shall directly or indirectly question, attack, contest or in any other manner impugn the validity of the Marks or DREAM LEAGUE NETWORK'S rights in and to the Marks. Neither Distributor, any System nor any System Owner shall at any time adopt or use, without DREAM LEAGUE NETWORK'S prior written consent, any variation of any of the Marks or any word or mark likely to be similar to or confused with any of the Marks. Any and all goodwill arising from Distributor's, any System's or any System Owner's use of the Marks shall inure solely to the benefit of DREAM LEAGUE NETWORK.

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9.             REPRESENTATIONS AND WARRANTIES. INDEMNIFICATION

a.           DREAM LEAGUE NETWORK represents and warrants that the Service will not contain any material that is defamatory in the Territory or that violates any U.S. trademark or service mark, right of privacy, copyright, dramatic or literary right in the Territory of any party, except DREAM LEAGUE NETWORK makes no representation or warranty with respect to any fees for music performance rights that any music licensing agency may seek to impose upon Distributor and that are separate and apart from those fees paid by DREAM LEAGUE NETWORK to such agencies. Distributor makes the same representations and warranties with respect to commercial announcements or other programming supplied by or on behalf of Distributor.

b.           Distributor represents and warrants that (i) it has the right to enter into this Agreement on behalf of the Systems described on Schedule B and that it has or will have the right to enter into this Agreement on behalf of the Systems to be set forth on an amended Schedule B in accordance with Section 2 above, and all other Systems; (ii) it is under no contractual or legal obligations that could in any way interfere with Distributor's full, prompt nd complete performance under this Agreement; (iii) it has obtained, and shall maintain in full force during the Term, such federal, state and local authorizations as is necessary to exhibit and distribute the Service in the Systems; and (iv) all Systems, including those listed, or to be listed, on Schedule B meet the requirements of Section 1(a).

c.           Distributor shall indemnify and hold harmless DREAM LEAGUE NETWORK from and against any and all claims, liability, loss, damage, cost and expense (including reasonable attorneys' fees) arising out of (i) Distributor's, and System's or any System Owner's breach of this Agreement, including any representation or warranty hereunder; (ii) Distributor's or any System's or System Owner's alteration or delay of, or insertion of material in, the Service; (iii) any unauthorized use of the Service by Distributor or any of Distributor's clients or customers (including any System or System Owner) or otherwise in violation of this Agreement; (iv) any warranty, representation, or statement by Distributor to any third party (including any System Owner) in connection with Distributor's subdistribution of the Service; or (v) any dispute between or among Distributor and any System or System Owner.

d.           DREAM LEAGUE NETWORK indemnifies and holds harmless Distributor from and against any and all claims, liability, loss, damage, cost and expense (including reasonable attorneys' fees) arising out of DREAM LEAGUE NETWORK breach of any representation or warranty hereunder made by DREAM LEAGUE NETWORK.

e.           In any case in which indemnification is sought, the party seeking indemnification (the "Indemnified Party") shall: (i) promptly notify the party from whom such indemnification is sought (the "Indemnifying Party"); (ii) afford the Indemnifying Party the opportunity to defend such claim and control the litigation, settlement and other disposition of such claim; and, (iii) fully cooperate in connection with such defense, litigation, settlement or disposition. The Indemnified Party shall have the right, but not the obligation, to join in and be represented by its own counsel, at its own cost and expense.

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f.           Notwithstanding anything to the contrary in this Agreement, DREAM LEAGUE NETWORK shall not be liable to Distributor, any System Owner or any other person or entity claiming through Distributor or any System Owner for any incidental or consequential damages or loss of revenues, whether foreseeable or not, occasioned by any breach by DREAM LEAGUE NETWORK of this Agreement.

10-           FORCE MAJEURE

DREAM LEAGUE NETWORK shall not be liable to Distributor (or any person or entity claiming through Distributor) for failure to supply the Service or any part thereof, by reason of any act of God, earthquake, labor dispute, civil disturbance or insurrection, non-delivery by program suppliers or others, disruption or breakdown of origination or transmission facilities, or any other cause beyond DREAM LEAGUE NETWORK'S sole control.

11.           TERMINATION

b.          DREAM LEAGUE NETWORK may terminate this Agreement, without incurring any legal or financial obligation to Distributor, any System Owner or any other person or entity claiming through Distributor or any System Owner, by giving written notice of such termination to Distributor if: (i) Distributor or any System or System Owner breaches any material provision of this Agreement, but if the breach is curable, then DREAM LEAGUE NETWORK may not exercise its termination rights or other rights at law or in equity for that breach unless Distributor fails to cure fully to DREAM LEAGUE NETWORK'S satisfaction that breach within ten (10) days (within five (5) days if a monetary breach) of the notice of termination from DREAM LEAGUE NETWORK; or (ii) Distributor files a petition in bankruptcy, is insolvent, or seeks relief under any similar law related to its financial condition; or (iii) if any person files an involuntary petition in bankruptcy against Distributor, or seeks relief under any similar law related to Distributor's financial condition, unless the involuntary petition is dismissed or relief is denied within thirty (30) days after it has been filed or sought. DREAM LEAGUE NETWORK'S right to terminate this Agreement due to Distributor's default shall be in addition to any rights or remedies which DREAM LEAGUE NETWORK may have in law or equity. Whether or not DREAM LEAGUE NETWORK exercises its rights to terminate this Agreement upon the default of Distributor hereunder, in addition to any and all other rights and remedies DREAM LEAGUE NETWORK has pursuant to this Agreement or under applicable law, upon any such default, DREAM LEAGUE NETWORK shall have no further obligation (if any previously existed) to provide Distributor with any discounts, incentives or financial support of any kind or nature throughout the remainder of the Term (whether or not Distributor shall have been entitled to such support prior or subsequent to such default), unless and until such default is cured to the satisfaction of DREAM LEAGUE NETWORK.

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c.           In the event of termination, all rights granted to Distributor and to Systems or System Owners hereunder shall forthwith cease and revert to DREAM LEAGUE NETWORK for DREAM LEAGUE NETWORK'S sole and exclusive use and disposition. Notwithstanding any termination or expiration of the Term of this Agreement, the provisions of Section 9 (Representations and Warranties, Indemnification), and any payment obligations incurred under Sections 4 (Fees) and 6 (Payment of Monthly Fees), of this Agreement shall continue in full force and effect.

d.           DREAM LEAGUE NETWORK retains the right at all times permanently to cease its distribution of the Service on ninety (90) days' notice to Distributor without any liability to Distributor, any System Owner or any other person or entity claiming through Distributor or any System Owner.

12.           CONFIDENTIALITY

The terms and conditions of this Agreement shall be kept confidential by the parties and shall not be disclosed by either party to any third party except as may be required by any court order or governmental agency, and except on a confidential basis to a party's accountants, auditors, agents, legal counsel, parent companies, lending institutions and other financiers.

13.           OTHER SERVICE AGREEMENTS

In no event shall any DREAM LEAGUE NETWORK Subscriber receiving the Service in satisfaction of or otherwise pursuant to any other agreement authorizing carriage of the Service (whether entered into prior to, on the date hereof, or subsequent to the date hereof and which binds Distributor or any of the Systems) be applied to or utilized to satisfy the distribution commitments hereunder. In addition, any Subscriber receiving the Service pursuant to the terms hereof shall not count toward compliance with or satisfaction of any subscriber or distribution commitments or guarantees required in connection with, or any volume discounts available under, any other agreement authorizing the carriage of the Service.

14.           SUBDISTRIBUTION SPECIFIC PROVISIONS

Distributor shall ensure that once a System launches the Service, the System may only discontinue carriage of the Service for the following reasons: (i) the agreement through which Distributor has granted the System Owner the right to distribute the Service via the System expires by its terms and is not contemporaneously renewed; or (ii) this Agreement is terminated or expires; or (iii) the System no longer distributes any video programming through any agreement or arrangement with Distributor; or (iv) the System or the System Owner is in breach of any agreement relating to its carriage or receipt of the Service. Distributor shall ensure that if an approved System discontinues carriage of the Service for any period of time for any reason other than Force Majeure, Distributor may not resume sub-distribution of the Service to that System unless DREAM LEAGUE NETWORK again gives its prior written consent to Distributor re-adding that System to Exhibit A, as applicable, as an authorized "System."   If DREAM LEAGUE NETWORK terminates a System due to breach of this agreement, such termination shall not apply to the remaining Systems covered under this agreement.

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15.           MISCELLANEOUS

a.           Reservation of Rights. All rights not specifically granted to Distributor by this Agreement in and to the Service and its content are reserved to DREAM LEAGUE NETWORK for its sole and exclusive use, disposition and exploitation and are exercisable by DREAM LEAGUE NETWORK at any time, in any location and by any means whatsoever.

b.           Notices. All notices and statements required to be given hereunder shall be given n writing; certified U.S. mail, return receipt requested; or personal delivery to the parties at the above addresses, and the date of such personal delivery shall be deemed the date of the giving of such notice or, in the case of certified mail, three (3) business days after deposit in the U.S. mail.

c.           Assignment. This Agreement may not be assigned or otherwise transferred by Distributor without the prior written consent of and unless all amounts due and owing to DREAM LEAGUE NETWORK by Distributor up to and including the date of assignment or other transfer have been paid in full. A purported assignment or other transfer made without the prior written consent of DREAM LEAGUE NETWORK shall not relieve the purported assignor or transferor of its obligations hereunder.

d.           Waivers. Any waiver by either party of any breach of any term or condition of this Agreement shall not be deemed to be a waiver of any rights or remedies resulting from that breach, nor shall such waiver constitute a waiver of any other term or condition of this Agreement.

e.           Remedies Cumulative. All rights and remedies of a party hereunder shall be cumulative and in addition to such rights and remedies as may be available to a party at law or equity. Notwithstanding the foregoing, Distributor shall not be entitled to enjoin the distribution, performance or exhibition of the Service.

f.            Entire Agreement. This Agreement constitute the entire agreement between the parties with respect to the subject matter covered and supersedes and replaces any prior agreements and representations between the parties. This Agreement may be executed in multiple counterparts, each of which shall be deemed valid and binding. Facsimile signatures shall be sufficient to evidence the binding nature of this Agreement.

g.           No Modifications. This Agreement cannot be modified except by written instruments signed by each of the parties.

h.           Press Releases. Neither party may issue any press release or make any other public announcement announcing the relationship formed or to be formed by this Agreement, without the prior written approval of the other party.

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i.           Attorney's Fees. Should any legal proceeding be necessary to construe or enforce the provisions of this Agreement, the prevailing party in such legal action shall be entitled to recover all court costs, reasonable attorney's fees, and costs of enforcing or collecting any judgment awarded.

h.          Governing Law and Jurisdiction: This Agreement has been delivered at and shall be deemed to have been made and entered into in Tennessee. Accordingly, the rights and liabilities of the parties shall be determined in accordance with the laws of the State of Tennessee, without regard to its principles of conflicts of laws. The parties agree that this Agreement shall be litigated solely and exclusively in the appropriate federal and state courts located in Tennessee and irrevocably submit to the jurisdiction of such courts.

i.           Third Party Beneficiary. The provisions of this Agreement are not intended to be for the benefit of any third party, whether Service Subscriber(s), System Owners(s) or otherwise, and no Subscriber or System Owner shall be deemed to have any privity of contract with DREAM LEAGUE NETWORK by virtue of this Agreement or the delivery of the Service. Distributor shall ensure that DREAM LEAGUE NETWORK is a third party beneficiary of its agreements with System Owners (either by name or generally by reference to all networks provided through Distributor).

j.            No Joint Venture. Nothing contained herein shall be deemed to create a joint venture or partnership between the parties hereto and neither party shall hold itself out to the contrary.

k.           No Inference Against Author. No provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision.

1.           Franchise Liability and Taxes. DREAM LEAGUE NETWORK shall not be liable for, and Distributor and/or the Systems Owners shall pay and forever hold DREAM LEAGUE NETWORK harmless from, any and all sales, use, excise, income, franchise, corporate or similar taxes (including, without limitation, any fees payable to local or state franchising authorities) or other charges which are or may be imposed upon or assessed against Distributor, any System or any System Owner, and/or which are based upon or measured by revenues derived by Distributor, any System or any System Owner, from the exploitation of the rights granted pursuant to this Agreement (including, without limitation, any tax or charge based upon any goods or services furnished to Distributor by DREAM LEAGUE NETWORK, which goods or services are then passed on to Distributor's Subscribers or to the Systems or System Owners).

m.          Headings and Exhibits. Section headings used herein are for convenience only and shall not be deemed to be part of this Agreement. All exhibits referred to herein are hereby made a part hereof and incorporated into this Agreement by this reference.

n.           Severability. The invalidity under applicable law of any provision of this Agreement shall not affect the validity of any other provision of this Agreement, and in the event that any provision of this Agreement is deemed to be invalid or otherwise illegal or unenforceable, this Agreement shall remain effective and shall be construed in accordance with its terms as if the invalid, illegal or unenforceable provision were not contained herein.

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                o.           Equitable Remedies. The parties acknowledge that DREAM LEAGUE NETWORK'S remedy at law is inadequate if Distributor or any System or System Owner should discontinue its distribution of the Service contrary to the terms of this Agreement, that damages would be extremely difficult to ascertain, that irreparable injury would occur, and Distributor hereby consents (and shall obtain the consent of System Owners) to the remedies of specific performance and injunctive relief, but nothing contained in this Agreement shall prevent DREAM LEAGUE NETWORK from pursuing any other remedies in equity or at law which DREAM LEAGUE NETWORK deems appropriate.

p. Compliance with Law. The obligations of Distributor and DREAM LEAGUE NETWORK under this Agreement are subject to all applicable federal, state and local laws, rules, and regulations (including, but not limited to, the Cable Communications Policy Act of 1984 [P.L. 98-549] (as amended by the Cable Television Consumer Protection and Competition Act of 1992 [P.L. 102-385]), the Communications Act of 1934, as amended, and the rules and regulations of the Federal Communications Commission, as further amended from time to time).

q. Limitation of Liability. Neither DREAM LEAGUE NETWORK, nor any of its affiliated companies shall, for any reason or under any legal theory, be liable to Affiliate or any of its affiliated companies for any special, indirect, incidental or consequential damages or for loss of profits, revenues, data or services, regardless of whether such damages or loss was foreseeable or regardless of whether DREAM LEAGUE NETWORK was informed or had direct or implied knowledge of the possibility of such damages or loss in advance.

IN WITNESS WHEREOF, each of the parties hereto has duly executed and delivered this Agreement as of the date first written above.

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SCHEDULE A

Fee Per Subscriber

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SCHEDULE B

DISTRIBUTOR SYSTEMS

Distributor represents and warrants with respect to each of the below Systems (including Systems added after the date of this Agreement as permitted by this Agreement) that (1) it has a valid written agreement in effect at all relevant times with the System to distribute the Service via the System in accordance with the terms and conditions of this Agreement, (2) it does not own any equity interest in the System, and (3) if governmentally required, the System holds a valid franchise covering the Service Area for the Term.

In addition to the information required below, Distributor shall also provide with the following information for each System listed below (upon execution of this Agreement) and each System added to an amended Exhibit A (upon launch of the System) during the Term (which information shall be deemed incorporated by reference into this Agreement):

Page 18 of 18

EX-10.7

Exhibit-10.7

Description: Citizens Capital Corp. & DLFA Industries, Inc. Asset Purchase Agreement.

PURCHASE AGREEMENT

This Purchase Agreement (the “Agreement”) is entered into by Citizens Capital Corp., a corporation organized under the laws of the State of Texas hereafter known as (the "Seller") and DLFA Industries Inc., a corporation organized under the laws of the State of Texas hereafter known as (the "Purchaser”) confirms that (the “Purchaser”) and (the “Seller”) have reached an agreement as to the  acquisition, by (the “Purchaser”), and the transfer and sale by (the “Seller”), to (the “Purchaser”), all the tangible and intangible operating assets of the Dream League Football Association, a twenty (20) team, professional football league hereafter known as (the “League”).

Whereas both (the “Seller”) and (the “Purchaser”) have agreed in principle to the following specific terms, said terms are set forth below:

1.  PURCHASE PRICE:

On a date to be agreed upon (the "Closing Date") in which both parties shall attempt to have occur on or before December 31, 2009 unless an extension is mutually agreed upon by both parties, (the “Purchaser”) shall acquire, from (the “Seller”) all of the tangible and intangible operating assets of (the “League”), listed under the sub heading; “Inclusions” of (the “Agreement”) hereof for an aggregate financial consideration in this purchase transaction of fifty million dollars (US $50,000,000). As payment in full in this purchase transaction, (the “Purchaser”) shall hereby agree to issue to (the “Seller”), on or before (the "Closing Date"), the following financial consideration:

a) Five Million (5,000,000) shares of DLFA Industries Inc. common stock @ $0.20 per share; plus

b) Two hundred forty five million (245,000,000) shares of DLFA Industries Inc. common stock @ $0.20 per share.

2.  TERMS:

On or before the fifteenth (15th) day following (the "Closing Date"), as consideration for the aggregate purchase price, (the “Purchaser”) shall:

a) Deliver to (the “Seller”), stock certificates representing an aggregate of two hundred and fifty million (250,000,000) DLFA Industries Inc. common shares.

b) Agree to cause to be filed with the Securities and Exchange Commission (SEC), a Form D notice of securities sales, pursuant to Regulation D of the Securities Act of 1933, as amended, pursuant to the following allocation:

- 5,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.504.

- 245,000,000 shares of DLFA Industries Inc. common stock @ $0.20 per share pursuant to Rule 230.506.

3.  INCLUSIONS:

The transfer and sale by (the “Seller”) of all the tangible and intangible operating assets of (the “League”) shall include the following assets:

1)        Master operational rights for all twenty (20) League teams.

2)        Master marketing rights to all twenty (20) trademark, team logos to include:

Stampede (Austin); Rustlers(Dallas); Drillers(Houston); Warriors (Oklahoma City); River Wranglers(San Antonio); Blackjacks(Las Vegas); Stars(Los Angeles); Mountaineers(Utah); Soldiers(Sacramento); Silicons(San Jose); Gamblers(New Jersey); Gotham Gladiators(New York); Liberty(Philadelphia); Rhinos(Toronto); Vultures(Virginia); Bulldogs(Chicago); Condors(Columbus); Corndoggs(Iowa); Stallions(Kentucky); Cheezheads(Milwaukee).

  3)      National, Regional & Local Television game broadcast rights.

  4)      National, Regional & Local Radio game broadcast rights.

  5)      National, Regional & Local Corporate sponsorship sales rights.

  6)      League and Team Licensed Product Merchandising rights.

  7)      League and Individual Team Website properties rights.

  8)      League and Individual Team; Interactive video games licensing rights.

  9)      Operational and content distribution rights to Dreamleaguefootball.com.

  10)    Operational and master content distribution rights to League TV Network.

  11)    Operational and master content distribution rights to Individual team broadcast channel.

  12)    National, Regional & Local League advertising sales rights.

  13)    Local Team Advertising sales rights.

  14)    All team merchandise inventories on hand.

4.  EXCLUSIONS:

Any and all debts and other liabilities and/or personal effects.

5.  CONDITIONS TO CLOSING:

The consummation of this Purchase shall be subject to the satisfaction of the following conditions:

    A.  The parties shall have received all required approvals and consents from any regulatory authorities, shareholders and/or any involved third parties.

    B.  (The “Purchaser”) and (the “Seller”) shall have executed on or prior to December 31, 2009, unless an extension is mutually agreed upon by both parties, a definitive ("Purchase Agreement") containing the mutually acceptable provisions relating to, among other things, representations, warranties, conditions, and indemnifications customary for a transaction of this nature, shall be in form and substance satisfactory to both the Purchaser and the Seller and shall also be approved by counsel for both parties.

    C.  The truth and accuracy of all representations and warranties and the satisfaction of all conditions.

    D.  The consummation of the purchase on or before December 31, 2009.

    E.  Since December 1, 2009, the assets of (the “Seller”) shall be maintained in the ordinary course of business operations without any material adverse change in the property, business prospects, or earnings.

    F.  Such other matters as the Purchaser and its counsel may deem appropriate and customary or necessary in order to consummate this purchase transaction, including but not limited to quality of title and a due diligence review of the Seller's books and records.

    G.  Review by Purchaser and its accounting representatives of the Financial Statements, tax returns and business operations of the Seller, including but not limited to accounting adjustments.

    H.  From and after the date hereof, upon reasonable prior notice and during normal business hours, the Seller shall grant to the Purchaser and its agents, employees, and designees full and complete access to the books and records and personnel of the Seller. Except as may be required by law or court order, all information so obtained, not otherwise already public, will be held in confidence.

    I. (The “Seller”) shall make available for review all pertinent books; records and asset listings.

    J.  Each party will be responsible for its own expenses in connection with all matters relating to the purchase transaction herein.

    K. (The “Purchaser”) shall have the right to prepay any and all notes, if any, to the Seller, with any accrued interest, without penalty.

Your signature below shall indicate your agreement in principle with the foregoing letter of agreement.

AGREED AND ACCEPTED this 28th day of December 2009.

Citizens Capital Corp.

(The Seller)

By: /s/ Billy D. Hawkins

Billy D. Hawkins, Chief Executive Officer

AGREED AND ACCEPTED this 28th day of December 2009.

DLFA Industries Inc.

(The Purchaser)

By: /s/ Derrick Hayden

Derrick Hayden, Director

EX-21.1

Exhibit-21.1

Type:  Exhibit- 21.1

Description: Subsidiaries of the Company.

Citizens Capital Corp. (the "Company") is principally a holding company which acquires and/or internally develops those operating entities, assets and/or marketing rights which provide the Company with an initial entry into new markets or serve as complimentary additions to existing operations, assets and/or products.

The Company currently operates through the following four (4) wholly owned subsidiaries:

Landrush Realty Corporation ("Landrush"); a Texas corporation, organized to operate in home equity loan marketing; commercial; hotel and residential real estate investment and development - (97%).

Media Force Sports & Entertainment Inc. ("Media Force"); a Texas corporation, organized to operate in print, graphic, broadcast and entertainment media production - (97%).

SCOR Brands Inc. ("SCOR"), a Texas corporation, organized to operate in the design, marketing and distribution of SCOR® branded athletic shoes and apparel - (97%).

DLFA Industries, Inc. ("Industries"), a Texas corporation, organized to operate in the industrial business acquisition market segment, as well as, in the operation and broadcast of sports and entertainment assets – (100%).

EX-31.1

Exhibit 31.1

Type:  Exhibit- 31.1

Description:  Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350

I, Billy D. Hawkins, Chief Executive Officer of Citizens Capital Corp. certify that:

1. I have reviewed this annual report on Form 10-K of Citizens Capital Corp.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: September 10, 2011	/s/ Billy D. Hawkins
	Billy D. Hawkins
	Chief Executive  Officer

EX-32.1

Exhibit 32.1

Type:  Exhibit- 32.1

Description:  Certification of the Chief Executive Officer pursuant to Securities Exchange Act

Rule 13a-14(b) and 18 U.S.C. Section 1350

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code), the undersigned officer of Citizens Capital Corp. (the “Registrant”), does hereby certify, to such officer’s knowledge, that:

     The Annual Report on Form 10-K for the fiscal year ended December 31, 2010 (the “Form 10-K”) of the Registrant fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and the information contained in the Form 10-K fairly presents, in all material respects, the financial condition and results of operations of the Registrant as of, and for, the periods December 31, 2001 thru December 31, 2010 presented in the Form 10-K, respectively.

Date: September 10, 2011	/s/	Billy D. Hawkins
			Billy D. Hawkins
			Chief Executive Officer

* The foregoing certification is being furnished as an exhibit to the Form 10-K pursuant to Item 601(b)(32) of Regulation S-K and Section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) and, accordingly, is not being filed as part of the Form 10-K for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not incorporated by reference into any filing of the Registrant, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

EX-99.1

Exhibit 99.1

Type:  Exhibit- 99.1

Description:  Citizens Capital Corp.; Series 2010A; 144A Bond Certificate - Specimen.