United States

Securities and Exchange Commission

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report: ~~April~~May 1715, 2012

Citizens Capital Corp.
(Exact Name of Registrant as specified in its charter)
	000-29830
	(Commission File No.)
Texas	~~75-2368452~~	75-2368452
(State or other jurisdiction of incorporation organization)	~~(IRS Employer Identification No.)~~		(IRS Employer Identification No.)
Mailing Address: P. O. Box 670406, Dallas, Texas 75367
(Address of principal executive offices)
Issuer’s Telephone Number, including area code: (469) 359-3868
Issuer’s Telephone Number, including area code: (469) 359-3868 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR.240.13e-4(c))

Item 17.01 ~~Entry~~Regulation ~~Into~~FD ~~A Material Definitive Agreement~~Disclosure

~~April~~On 17May 15, 2012, — Citizens Capital Corp. (the “Company”- OTC:CAAP) announced ~~today~~ that ~~through~~Citizens ~~Stewart~~Capital ~~Title~~Corp. ~~Company~~ESOP itTrust ~~has~~(“CCC ~~entered~~ESOP ~~into~~Trust”), a ~~contract~~direct ~~with~~affiliate ~~Dallas~~of Citizens Capital Corp., ~~Texas~~intends, ~~based~~subject ~~2930~~to ~~Canton~~market ~~Street~~and ~~Inc~~other conditions, to re-market $30 million; Citizens Capital Corp.; ~~(“2930~~Series ~~CSI”)~~2010A; ~~for~~7% ~~the~~percent; ~~acquisition~~$1,000 ofpar avalue; ~~Downtown~~Convertible; ~~Dallas~~Callable; ~~industrial~~Secured; ~~warehouse~~144A Bonds due 2020 (the “~~Warehouse~~Series 2010A Bonds”) (CUSIP 174445AA4). At ~~the~~The ~~close~~Series 2010A Bonds are priced at a discount from par of ~~the~~$371.21 ~~warehouse~~and ~~acquisition~~are ~~transaction~~thus being re-marketed at $628.79 per each 30,000; ~~the~~$1,000 ~~Company~~par ~~intends~~value toamount ~~utilize~~for ~~the~~an ~~Warehouse~~aggregate tore-marketed ~~actively~~value ~~pursue~~of ~~its~~$18,863,700. ~~new~~Citizens ~~jobs~~Capital ~~creation~~Corp. ~~initiative~~will inpay ~~conjunction~~interest ~~with~~on the ~~planned~~Series ~~redevelopment~~2010A Bonds semi-annually on June 15 and ~~construction~~December 15 of aneach ~~urban~~year. ~~themed,~~The ~~mixed~~Series ~~use,~~2010A ~~rental~~Bonds ~~community. Further~~are governed by Series Indenture dated December 28, ~~the~~2009 ~~Company~~and is ~~also~~supplemented ~~seeking~~by the First Supplement to ~~increase~~the ~~its~~Series ~~corporate~~Indenture ~~M&A~~dated ~~deal~~December ~~flow~~31, as2009. ~~part~~The ofSeries ~~its~~2010A ~~pursuit~~Bonds ofare ~~additional,~~a ~~strategic~~debt ~~acquisition~~obligation ~~candidates~~of Citizens Capital Corp.

~~The~~Citizens ~~contract~~Capital ~~between~~intends to use the net proceeds from the re-marketing of the Series 2010A Bonds to: (i) fund and ~~amongst~~facilitate the ~~Company,~~growth ~~2930~~of ~~CSI~~subsidiary products and ~~Stewart~~services; ~~Title~~(ii) ~~Company,~~fund ~~acting~~its roll up acquisition initiatives as ~~the~~executed ~~closing~~by ~~title~~itself ~~company,~~and/or ~~was~~its ~~initially~~subsidiary ~~entered~~units; ~~into~~(iii) fund the current purchase of studio and ~~mutually~~IP ~~executed~~broadcast byequipment related to its Media Force Sports & Entertainment Inc. subsidiary unit; (iv) fund the ~~Company~~current acquisition and ~~2930~~construction ~~CSI~~cost onof ~~February~~downtown 23Dallas, ~~2012~~Texas commercial building purposed for mixed use, redevelopment; (v) for working capital and general corporate purposes.

AThe ~~copy~~available Series 2010A Bonds will be re-marketed in the United States only to Qualified Institutional Buyers (QIBs) pursuant to Rule 144A of the ~~press~~Securities ~~release~~Act ~~dated~~of ~~April~~1933, 17as amended, ~~2012~~and isto ~~attached~~certain ~~hereto~~non-U.S. persons in accordance with Regulation S under the Securities Act of 1933, as ~~Exhibit~~amended. 99The Series 2010A Bonds have not be registered under the Securities Act or any state securities laws and may not be sold without registration unless an exemption from the requirements of registration is available.1.

~~Item~~This ~~8.01~~notice ~~Other~~is ~~Events~~being issued pursuant to Rule 135c under the Securities Act, and is neither an offer to sell nor a solicitation of an offer to buy any securities.

OnA ~~April~~copy ~~10,~~of ~~2012, Citizens Capital Corp. (~~the ~~“Company”- OTC:CAAP) previously issued a~~ press release ~~announcing~~is ~~that~~attached ~~pursuant~~hereof toas ~~third~~Exhibit ~~party~~99.1 ~~Escrow Agency (“Escrow”), private investor and selling shareholder, Corporate Services Trust (“CST”), intends, subject~~ to ~~market~~the ~~and~~Company’s ~~other conditions, to sale 1,200,000 non~~8-~~dilutive,~~K ~~shares~~Current ofInformation ~~Citizens~~report ~~Capital~~filed ~~Corp.;~~on ~~Class~~May ~~A; common stock (the “Common Stock” – CUSIP 174445106) in secondary market transactions with investors and eligible DTC participants. The transaction consist of 1~~15,~~200,000~~ ~~shares of Citizens Capital Corp~~2012.; Class A; common stock at $5.00 per share for an aggregate transaction amount of $6,000,000, if fully transacted. The Company is not issuing or selling any additional shares and will not receive any of the proceeds from the secondary market sale of the common stock.

Separately, subsequent to the close of the Escrow transaction by CST, the Company and CST have agreed in principal to enter into a $5,000,000 revolving Line of credit, loan agreement (the “Loan”). Net proceeds from the loan will be used by the Company to (i) facilitate corporate growth; (ii) create new jobs, (iii) fund the Company’s corporate and/or asset acquisition initiatives as executed by itself and/or its subsidiary units; and (iv) for working capital and general corporate purposes.

The Common Stock is being sold in secondary market transactions with investors and eligible DTC participants. The Common Stock is subject to a previous effective registration statement dated May 16, 1999 pursuant to the Exchange Act of 1934, as amended (the “Exchange Act”).

A copy of the press release is attached as Exhibit 99.1 to the Company’s 8-K Current Information report filed on April 10, 2012.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Citizens Capital Corp.
Index of Exhibits
Exhibit No.	Description
99.1	Citizens Capital Corp. Press Release dated ~~April~~May 1715, 2012

Signature

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this ~~current~~ report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: ~~April~~May 1715, 2012

Citizens Capital Corp. By: /s/ Billy D. Hawkins

(Registrant) Chief Executive Officer

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