SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K

                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934

December 31, 2000                                             3-19107
---------------------------                               ------------------
(For the fiscal year ended)                               (Commission File No.)

                                LBO CAPITAL CORP.
             (Exact name of Registrant as specified in its charter)

Colorado                                                       38-2780733
------------------------                              --------------------
(State or other jurisdiction of organization)             (I.R.S. Employer
                                                     Identification Number)

32751 Middlebelt Road, Suite B
Farmington Hills, MI                                               48334
-------------------------------------                      ---------------
(Address of principal executive offices)                        (Zip Code)

               Registrant's telephone number, including area code:
                                 (248) 851-5651

          Securities registered pursuant to Section 12 (b) of the Act:

                                      None

          Securities registered pursuant to Section 12 (g) of the Act:

                         Common Stock, $.0001 Par Value
                                (Title of Class)

Indicate  by check  mark  whether  the  Registrant  (1) has filed all  reports
required to be filed by Section 13 or 15 (d) of the  Securities  Exchange  Act
of 1934 during the  preceding 12 months (or for such  shorter  period that the
Registrant  was  required to file such  reports),  and (2) has been subject to
such filing requirements for the past 90 Days: Yes  X         No

      As of December 31, 2000, a total of  12,100,000  shares of common stock,
$.0001 par value,  were  outstanding  and the  aggregate  market  value of the
voting  stock  held  by  nonaffiliates  of the  Registrant  was  approximately
$116,488  based on the  average of the bid and asked  prices on that date $.02
as reported by The National Quotation Bureau, Inc.


<PAGE>

                                LBO CAPITAL CORP.
                                    FORM 10-K

                                     PART 1
ITEM 1.     BUSINESS

General

      LBO Capital Corp.  (the  "Registrant")  was organized  under the laws of
the State of Colorado on October 8, 1987.  The  Registrant was formed based on
the belief of its management that there are business  opportunities  that, for
one or more reasons, are available for acquisition by the Registrant.

      On March  15,  1988,  the  Registrant  completed  a public  offering  of
3,000,000  Units,  each Unit consisting of one share of its common stock,  one
Callable Class A Warrant,  one Callable Class B Warrant and one Callable Class
C  Warrant.  The  Warrants  are  detachable  from the  Units and may be traded
separately in the  over-the-counter  market. Each Class A Warrant entitles the
holder  thereof to purchase at a price of $0.50,  one share of Common Stock at
any time until  February  26, 1989.  Each Class B Warrant  entitled the holder
thereof to purchase at a price of $0.75 one share of Common  Stock at any time
until August 26,  1989.  Each Class C Warrant  entitled the holder  thereof to
purchase  at a price of $1.00,  one share of  Common  Stock at any time  until
February 26, 1990.  The expiration  dates of these warrants were  subsequently
extended  by the Board of  Directors  to expire on various  dates,  the latest
being July 25,  2000.  A Form 8-K was filed on July 12,  1999  reporting  this
extension.  The  Registrant  received net proceeds of  approximately  $474,300
after payment of all costs of the offering.

      Since its inception,  the Registrant has directed its activities  toward
evaluating  potential  business  opportunities  with the goal of acquiring and
continuing one or more business  opportunities.  The Registrant may acquire an
existing   business   which  may  be  a   corporation,   partnership  or  sole
proprietorship.  One form which such a business  combination  might take would
be an exchange of the Registrant's  stock for stock of the acquired  business.
However,  the  Registrant  may exchange its common stock to acquire the assets
of this entity, or may purchase a percentage of the entity outright.

      The  Registrant  has  evaluated  and  attempted  to  acquire a number of
entities to date.

ACQUISITION OF ASSETS

Ajay Sports, Inc.

      On April 3, 1989 LBO acquired an  aggregate  of 1,880,000  shares of the
restricted  common  stock  of Ajay  Sports,  Inc.  ("Ajay")  for a total  cash
purchase price of $182,000.

      In 1991,  the  Registrant  pledged  400,000  shares of Ajay to a bank as
collateral  for  $300,000  in loans to  Hendricks  Manufacturing  Company.  On
July 1, 1991,  this bank  declared the loan in default and  foreclosed  on the
shares.

      On August 13,  1998,  Ajay  announced  that its board of  directors  had
authorized  the  implementation  of a 1-for-6  reverse  split of the company's
common stock,  effective with the  commencement of trading on August 14, 1998.
The reverse  split was approved by the  stockholders  of Ajay at the company's
annual meeting on May 29, 1998.
<PAGE>

      Following the reverse  split,  holders of Ajay's  common stock  received
one new share of $.01 par value  common  stock for every six  shares of common
stock  currently  held.  Therefore,  the  number  of Ajay  shares  held by the
Company is 246,667.  The reverse  split also  affected the number and exercise
price of the  Company's  warrants,  such that the  Company  now  holds  33,333
warrants  entitling it to purchase  one share of Ajay's  common stock at $1.08
per share.

      The 246,667  common stock and 33,333  warrants  owned by the  Registrant
represented  6.7% of the total shares of Ajay common stock  outstanding  as of
December 31, 2000.  The decrease is the result of new shares issued.

      Ajay's  Common  Stock  ("AJAY") and Units  ("AJAYU")  are trading on the
Nasdaq Small Cap and the Warrants ("AJAYW") have been traded  over-the-counter
since 1989 and are reported by the National Quotation  Service.  The following
table sets forth the range of high and low trade prices for the common stock:

                                   HI                   LOW
                                 -----                 -----
2000
-----
      First Quarter           #  0.75                  $  0.75
      Second Quarter          $  0.2812                $  0.2812
      Third Quarter           $  0.260                 $  0.260
      Fourth Quarter          $  0.120                 $  0.0937


      On June 10, 1993,  Thomas W. Itin,  President  and Chairman of the Board
of Directors of the  Registrant,  was elected to the  positions of Chairman of
the Board of Directors  and Chief  Executive  Officer of Ajay Sports,  Inc. It
is felt that the direct  intervention by the Registrant's  management into the
operations  of Ajay would have a positive  effect on the Ajay earnings and the
value of the Ajay stock held by the Registrant.

      Business  Ajay Sports,  Inc.,  through its operating  subsidiaries  Ajay
Leisure  Products,  Inc.,  Palm  Springs  Golf and Leisure  Life,  Inc.,  is a
leading  manufacturer and distributor of golf bags, clubs, carts,  accessories
and casual living furniture throughout the United States.
<PAGE>

Enercorp, Inc.

      On November 21, 1994,  the  Registrant  bought 2,667 shares of Enercorp,
Inc. for $8,702.  During 1996, the Registrant  bought 12,674 additional shares
of Enercorp, Inc. for $39,694.

      Enercorp,  Inc. is a business  development  company under the Investment
Company Act of 1940, as amended.

      On June 24, 1999,  the  Registrant  completed a private  offering of its
      common stock through  which it raised  $420,000 in gross  proceeds.  The
      proceeds from this  offering  were used to make an  investment  that was
      later  converted to a note to Pro Golf  International,  Inc.  ("PGI") to
      assist  PGI in its  purchase  of the  common  stock  of the Pro  Golf of
      America ("PGOA") on June 23, 1999.

      The  Registrant  converted  its note into the common stock of PGI to aid
      PGI in obtaining  long term  financing  for its operation as of February
      29, 2000.

      PGI operates through its wholly owned operating subsidiary,  Pro Golf of
      America.  Under  its  prior  ownership,  PGOA  opened  one of  America's
      second 'off-course' retail golf stores in 1962,  virtually inventing the
      retail  discount golf store concept.  The retail success led the company
      to begin  franchising in 1975.  Today,  its franchised  stores  generate
      nearly $240  million in golf  equipment  and apparel  sales  through the
      off-course  golf shop  distribution  channel  each year.  PGOA  collects
      initial   franchise  fees  from  each  new  store  and  ongoing  monthly
      royalties  based on product sale that occurs in franchised  stores.  Pro
      Golf.Com,  Inc., a subsidiary of PGI, was formed to acquire the Internet
      operations of PGOA and Ajay,  and has obtained  only limited  financing.
      The  Internet   site   generates   limited  sales  and  is  still  under
      development.   During  the  2000  fiscal  year,   this  entity  will  be
      assembling its management team,  expanding sales and seeking  additional
      financing and the Registrant  believes this  opportunity has significant
      potential for long-term success.

Competition

      The  Registrant  expects to  encounter  substantial  competition  in its
efforts to locate  businesses for  acquisition.  The primary  competition  for
desirable  business   acquisitions  is  expected  to  come  from  other  small
companies  organized and funded for purposes similar to the Registrant,  small
venture  capital  partnerships  and  corporations,  small business  investment
companies and wealthy  individuals.  Should the Registrant  elect to engage in
a leveraged  buyout  acquisition,  competition  may also be  anticipated  from
investment  bankers.   Many  of  these  entities  have  significantly  greater
experience,  resources and managerial capabilities than the Registrant and are
therefore  in a better  position  than the  Registrant  to  obtain  access  to
businesses.
<PAGE>

Employees

As of December 31, 2000, the Registrant had no employees.

ITEM 2.     PROPERTIES

      The  Registrant   currently  uses  office  space  provided  by  Acrodyne
Corporation,  a company  whose  Chairman and  President  is also  Chairman and
President   of  the   Registrant.   The   space  is  used  for   purposes   of
administration  and  development.  While the Registrant does not pay any rent,
it does pay a  monthly  fee of $150 for the  direct  operating  expenses.  The
Registrant  believes its current  facilities  are  sufficient  for its present
business activity.


ITEM 3.     LEGAL PROCEEDINGS

      The  Registrant  is not a present  party to any material  pending  legal
proceedings and no such proceedings were known as of the filing date.


ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No  matter  was  submitted  to a vote of the  Registrant's  shareholders
during the fiscal year ended December 31, 2000.


                                   PART II

ITEM 5.     MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS

Common Stock

      The principal market on which the Registrant's  common stock, $.0001 par
value, is traded on the Over-The-Counter market.

      Prices for the Common  Stock have been  reported in the  National  Daily
Quotation  Service "Pink Sheets"  published by the National  Quotation  Bureau
since  March  15,  1988.  The  high and low  trade  price  quotations  for the
Registrant's  Common Stock during the quarters ended on the dates listed below
is as follows:

                                  Trade Prices
                             --------------------
                             HI             LOW
      1999
      ----

      First Quarter      $   .025         $  .025
      Second Quarter     $   .03          $  .025
      Third Quarter      $   .03          $  .03
      Fourth Quarter     $   .03          $  .03

      2000
      -----

      First Quarter      $   .0625        $   .0625
      Second Quarter     $   .0312        $   .0312
      Third Quarter      $   .0312        $   .0312
      Fourth Quarter     $   .02          $   .02
<PAGE>

      On  December  31,  2000,  the high trade price  reported  for the Common
Stock was $.02 and the low trade price was $.02.

      As  of  December  31,  2000,   the  number  of  record  holders  of  the
Registrant's  Common  Stock was 265.  This  figure  excludes  an  undetermined
number of shareholders whose shares are held in "street" or "nominee" name.

      The  Registrant  has never  paid a dividend  with  respect to its Common
Stock and does not intend to pay a dividend in the foreseeable future.

Units

      Prices for the Units have been reported in the National Daily  Quotation
Service "Pink Sheets"  published by the National  Quotation Bureau since March
15, 1988. The high and low quotations  for the  Registrant's  Units during the
quarters ended on the dates listed below is as follows:

1999*

*No units traded in 1999.

2000*

*No units were traded in 2000.


      Each Unit consists of one share of the  Registrant's  Common Stock,  one
Callable Class A Warrant,  one Callable Class B Warrant and one Callable Class
C Warrant.

Warrants

 No ask or bid quotations were reported by the National Quotation Bureau, Inc.
since December, 1989.

      *Prices are inter-dealer quotations as reported by the National
      Quotation Bureau, Inc., New York, New York, without adjustment for
      retail mark-up, mark-down or commission and may not necessarily
      represent actual transactions.

ITEM 6.     SELECTED FINANCIAL DATA

                                            December 31
                          2000        1999        1998       1997       1996
                         -----------------------------------------------------

Working Capital         $(787,770)  $(672,330) $(599,097)  $(560,736) $(498,352)
Cash                            0          63         73          43         78
Marketable Securities      11,506      32,600     46,023      24,972     28,765
Notes Receivable                0     300,000          0           0          0
 Interest Receivable            0      15,780          0           0          0
Investments               321,000           0          0           0          0
Total Assets              332,506     348,443     49,096      24,972     28,843
Total Liabilities       1,120,276   1,020,773    645,193     585,708    527,195

Shareholders' Equity     (787,770)   (672,330)  (599,097)   (560,736)  (498,352)

                                           December 31
                          2000        1999        1998       1997       1996
                         -----------------------------------------------------
Total Operating Revenue $   5,219     $15,781  $       0    $      0  $       0
Total Operating  Exp.     99,5566      75,590     59,454      58,549     52,328
Net income (loss) before
  equity loss of
   affiliate              (94,347)    (59,809)   (59,454)    (58,549)   (52,325)
Equity in net loss of
   affiliated company           0           0          0           0          0
Net income (loss)         (94,347)    (59,809)   (59,454)    (58,549)   (52,328)
Net Income (loss)
  per common share          ( .00)     (  .00)    (  .00)      ( .00)     ( .00)


ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
            RESULTS OF OPERATIONS

Liquidity and Capital Resources

      Working capital at December 31, 2000 was decreased by $115,440 from the
period ended December 31, 1999.   This was mainly caused by a net loss of
$94,374 and a decrease of $4,274 in the market value of securities available
for sale.

      On  December  2,  1996,  the  Registrant  had a change in its  borrowing
arrangements.  The Registrant  borrowed $325,790 from Dearborn Wheels, Inc. to
repay a note payable to Michigan  National Bank.  The principal  balance as of
December 31, 2000,  was $831,526 and the interest due was  $286,996.  The loan
is at prime plus 2% interest  and is secured by all the  intangible  assets of
the   Registrant.   Dearborn   Wheels,   Inc.  is  held  in  majority  by  the
Registrant's President's spouse.

<PAGE>

ITEM 8.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      The Financial Statements required to be furnished hereunder are
attached hereto under Item 14.

      Supplementary  Financial  Schedules  for  which  provision  is  made  in
applicable  Regulations of the Securities and Exchange  Commission,  have been
omitted  or  the  required  information  is not  required  under  the  related
instructions,  or the information is presented in the Financial Statements and
Notes thereto.


ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

            None

                                   PART III

ITEM 10.    DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

Identification of Directors and Executive Officers

The  following  table sets forth the name,  address,  age and position of each
officer and director of the Registrant:
                                                                  Term
Name and Address              Age         Position                as Director
------------------------------------------------------------------------------

Thomas W. Itin                66          President and          Since
32751 Middlebelt Rd., Ste. B              Chairman of the        Inception
Farmington Hills, MI 48334                Board of Directors

Anthony B. Cashen             64          Secretary,              Since
RD 2 Box 203                              Treasurer and           Inception
Ghent, NY 12075                           Director

Robert W. Schwartz            56          Director                Since
8 Airport Park Road                                               March 28
Latham NY  12110                                                  1991

      All directors of the Registrant will hold office until their  successors
have  been  elected  and  qualified  or  until  their  death,  resignation  or
removal.  The bylaws of the  Registrant  provide  that the number on the Board
of Directors shall be determined by resolution of the Board of Directors.
<PAGE>

      The officers of the  Registrant are elected at the annual meeting of the
Board of  Directors  and hold  office  until their  successors  are chosen and
qualified or until their death, resignation or removal.

      The  Registrant is subject to Section 13(a) of the  Securities  Exchange
Act of 1934 and is therefore not required to identify or disclose  information
concerning its significant employees.

      There  are no  family  relationships  between  any  director,  executive
officer or person  nominated or chosen by the  Registrant to become a director
or executive officer.
      Below  is  a  summary   description  of  educational  and   professional
background of each executive officer and director of the Registrant.

      Thomas W. Itin.  Mr. Itin has served as the  Chairman  and  President of
the  Board of  Directors  of the  Registrant  since  inception.  Mr.  Itin was
elected  Chairman of the Board and  President of Ajay Sports,  Inc. in June of
1993, and is the largest single  stockholder.  Mr. Itin has been a director of
Williams  Controls,  Inc.,  a publicly  held  company  since its  inception in
November  1988.  Mr.  Itin  serves on the  Cornell  University  Council and is
Chairman of the  Technology  Transfer  Committee of the Council.  Mr. Itin has
been Chairman,  President and Owner of TWI International Inc. since he founded
that  entity  in  1967.  TWI acts as  consultant  for  mergers,  acquisitions,
financial  structuring,  new ventures and asset  management.  Mr. Itin also is
the owner and principal  officer of Acrodyne  Corporation since 1962. Mr. Itin
was  awarded  a  Masters  of  Business  Administration  degree  from  New York
University and received a Bachelor of Sciencee degree from Cornell University.

      Anthony  B.  Cashen.   Mr.   Cashen  has  served  as  the   Registrant's
Secretary,  Treasurer and Director  since  inception.  He has also served as a
director of Ajay Sports,  Inc.  since 1993.  For the past five years and until
his retierment in December  1999,  Mr. Cashen has served as managing  partner,
then as a  Senior  Partner  of LAI  Ward  Howell a  publicly  held  management
consulting  and  executive  recruiting  firm  located  in New  York  City.  He
currently  serves as a Director  of Immucell  Corp.,  and  Williams  Controls,
Inc.,  both  publicly  held  companies.  Previously,  Mr.  Cashen  has been an
officer and principal of the investment  firms A.G. Becker Inc. and Donaldson,
Lufkin  and  Jenrette,  Inc.  He  received  an MBA from the  Johnson  Graduate
School of Management at Cornell  University,  and a Bachelor of Science degree
from Cornell University.

      Robert  W.  Schwartz  Mr.   Schwartz  has  served  as  Director  of  the
Registrant  since  March  28,  1991.  Since  1985  he has  been  Chairman  and
President of Schwartz,  Gordon,  Heslin & Associates,  Inc., a management  and
financial  consulting  firm in Troy,  New York.  From 1987 until 1991 he was a
Director and Vice  President  and Treasurer of ESARCO  International,  Inc., a
publicly  held  company  which  licenses  and  markets   all-terrain   trucks.
Previously  Mr.  Schwartz was  President and Director of  Winsources,  Inc., a
telephone  equipment  supplier,  President and Director of Cordian Corporation
of Latham, New York, a telephone  equipment  manufacturer,  and Vice President
of  Finance of Garden Way  Manufacturing  Company,  Inc.,  a  manufacturer  of
rototillers  and outdoor  equipment.  Mr.  Schwartz  received a B.S. degree in
industrial and labor  relations from Cornell  University and did graduate work
at State University of New York at Albany.
<PAGE>

ITEM 11.    EXECUTIVE COMPENSATION

      The Registrant  reimburses  its directors for expenses  incurred by them
in connection with business  performed on the Registrant's  behalf,  including
expenses  incurred in attending  meetings.  In addition,  directors  receive a
fee  of  $250  for  each  Board  of  Directors  meeting   attended.   No  such
reimbursements  were made for the period from  January 1, 1990 to December 31,
2000.  While none of the officers  received any salary,  such  individuals are
reimbursed for all accountable expenses incurred on behalf of the Registrant.

      See Item 13 - Certain Business  Relationships  and Related  Transactions
under Acrodyne Corporation for additional information.

      The Registrant  has no defined  benefit and actuarial plan providing for
payments to employees upon  retirement.  The Registrant  also has no plans for
awarding  stock  options.  No  other  compensation  was  paid to  officers  or
directors of the Registrant from January 1, 1990 to December 31, 2000.


ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The  following  table  contains  information  as of March 31,  2000 with
respect to  beneficial  ownership  of the  Registrant's  Common  stock by each
person known by the  Registrant to be the  beneficial  owner of more than five
percent  thereof,  by the executive  officers and directors of the  Registrant
and by all executive officers and directors of the Registrant as a group:

                                                Common Stock
                                                Beneficially       Percent
                                                Owned (1)          of Class
                                              ------------------------------

Thomas W. Itin                                  7,717,073(3)(4)         57.2%

Anthony B. Cashen                                 400,000 (4)            3.3%

Robert W. Schwartz                                100,000 (4)             .8%

Officers and Directors                          8,217,073(3)            61.3%
as a group (3 persons)

James T. Emerson                                  695,000                5.7%
221 E. Colonial Drive
Orlando, FL  32801

      (1)  Without  giving  effect to the  exercise  of  outstanding  Warrants
except as noted in footnote 4 below.
<PAGE>

      (2)   These  shares are held of record by  entities of which Mr. Itin is
            either a principal or a beneficiary.

      (3)   Includes 300,000 shares held by Mr. Itin's wife,  Shirley B. Itin,
            either as  beneficiary  or custodian,  of which Mr. Itin disclaims
            any beneficial ownership.

      (4)   These shares  include  warrants  granted on June 3, 1992  expiring
            December  4,  2000,  to  purchase  one share of  common  stock per
            warrant for $.04. (Thomas W. Itin,  1,000,000,  Anthony B. Cashen,
            200,000, Robert W. Schwartz, 100,000)


ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with Management and Others
------------------------------------------
      None of the  Registrant's  officers and directors devote their full time
to the  Registrant's  affairs and such  persons may be  affiliated  with other
business  entities  and  enterprises,  some of which may be formed for similar
purposes  as the  Registrant  and  thus  be in  direct  competition  with  the
Registrant.  Such  activities  may  result in such  persons  being  exposed to
conflicts  of  interests  from time to time.  The  Registrant  has  adopted no
conflict of interest policy with respect to such  transactions.  However,  the
officers and directors of the Registrant  recognize their fiduciary obligation
to treat  the  Registrant  and its  shareholders  fairly  in any  such  future
activities.

Certain Business Relationships
-------------------------------------
      In the  Registrant's  last full fiscal year the Registrant made payments
for  property  and  services  in excess of five  percent  of the  Registrant's
consolidated gross revenues to Acrodyne,  a company whose Chairman,  President
and  major  stockholder  of the  Registrant.  The  Board of  Directors  of the
Registrant  has reviewed  and approved the use of Acrodyne and has  determined
that the fees charged the  Registrant by Acrodyne are as favorable as could be
incurred by any other  independent,  third party  business  consultant.  It is
anticipated  that the  Registrant  will  continue  to utilize  Acrodyne in the
future.  The total sum which the  Registrant  paid Acrodyne for the year ended
December 31, 2000 was $3,300 for the above mentioned  consulting  services and
out-of-pocket  travel  expenses,  staff  time  spent  for  accounting,  record
keeping,  and  utilities,  but  did  not  include  fees  for  services  of the
Chairman.

                                   PART IV

ITEM 14.     EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

(a) (1) Financial Statements

      The Financial Statements are listed in the "Index to Financial
Statements" filed as part of this Annual Report, on page F-2.
<PAGE>

(a) (2) Financial Statement Schedules

      Supplementary  Financial  Schedules  for  which  provision  is  made  in
applicable  Regulations of the Securities and Exchange  Commission,  have been
omitted  or  the  required  information  is not  required  under  the  related
instructions,  or the information is presented in the Financial Statements and
Notes thereto.

      Pursuant  to  the  provisions  of  Rule  3-09  of  Regulation  S-X,  the
Registrant is required to file separate  audited  financial  statements of its
equity basis investee,  Ajay Sports,  Inc. ("Ajay").  Ajay's audited financial
statements for December 31, 2000 are filed within this report.

(a) (3)  Exhibits

The Articles of Incorporation  and By-Laws of the Corporation are incorporated
by  reference  to  the  Registrant's  Registration  Statement  on  Form  S-18,
effective  December 16, 1987.  Exhibit 27.0  Financial  Data Schedule is filed
herewith.

(b)   Reports on Form 8-K.

A Form  8-K  was  filed  on July  12,  1999  regarding  the  extension  of the
expiration  date of the  Registrant's  warrants from July 25, 1999 to July 25,
2000. A Form 8-K was filed on December 1, 1999 to extend the  exercise  period
of the Registrant's  warrants issued to its directors from December 4, 1999 to
December 4, 2000.

<PAGE>


                                  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, thereto duly authorized.


                                LBO CAPITAL CORP.
                                  (Registrant)



                                      By:  s\Thomas W. Itin
                                         -------------------------------
                                         Thomas W. Itin, President
                                         & Chief Financial Officer

Date:  April 17,  2001


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 indicated on the  (date)

Signature                                     Title
------------------------------           -----------------------------------

 \s\ Thomas W. Itin                      Chairman  of the Board of Directors,
------------------------------           President and Chief Executive  Officer
Thomas W. Itin


  \s\ Anthony B. Cashdn                  Secretary, Treasurer  and   Director
------------------------------
Anthony B. Cashen


  \s\ Robert W. Schwartz                 Director
Robert W. Schwartz

<PAGE>



                                LBO CAPITAL CORP.

                                TABLE OF CONTENTS

                                                                    Page
                                                                   -------

Independent Auditor's Report

Financial Statements:

   Balance Sheets ..................................................  F2

   Statements of Operations ........................................  F3

   Statements of changes in Stockholders' Deficit...................  F4

   Statements of Cash Flows ........................................  F5

Notes to Consolidated Financial Statements .....................  F6-F10


<PAGE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.

                                LBO CAPITAL CORP.
                                 BALANCE SHEETS

<TABLE>
<CAPTION>
<S>                                             <C>              <C>
                                                December 31,      December 31,
                                                     2000            1999
                                                 ------------    -------------

                                     ASSETS
Current Assets:
    Cash and Equivalents                         $        0      $      63
    Marketable Securities - Available for Sale        1,506         32,600
    Interest Receivable                                 -0-         15,780
    Note Receivable                                     -0-        300,000
                                                   --------     ----------

       Total Current Assets                          11,506        348,443

Other Assets
    Investments                                     321,000            -0-
                                                   --------      ----------
       Total Other Assets                           321,000            -0-
                                                   ---------     ----------

TOTAL ASSETS                                     $  332,506      $ 348,443
                                                   ===========   ==========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
                  Accounts Payable               $    2,608      $   3,250
    Accounts Payable - Related Entities                   0            300
    Notes Payable - Other                           830,701        823,201
    Accrued Expenses and Taxes                      286,966        194,021
                                                   ----------    ----------
       Total Current Liabilities                  1,120,276      1,020,772

Stockholders' Equity
    Common Stock, $.0001 par value;
       Authorized 100,000,000 Shares;
       Issued and Outstanding 12,100,000 shares       1,210          1,210
    Additional Paid-In Capital                      623,094        623,094
    Unrealized Gain(Loss) on Available for Sale
       Securitities-                                 36,890        -15,796
    Accumulated Deficit                           1,375,183     -1,280,837
                                                  -----------   ----------

       Total Stockholders' Deficit                 -787,770      -672,330
                                                   ----------   ----------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT        $  332,506    $  348,443
                                                   ==========   ==========


                  The accompanying notes are an integral part of
                           of this financial statement.
                                        F2
</TABLE>

<PAGE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.

                                 LBO CAPITAL CORP.
                              STATEMENTS OF OPERATIONS
                For the Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>
<S>                                       <C>                      <C>               <C>


                                                2000                    1999                1998
                                          ------------------        --------------   -------------------



REVENUES:
     Interest Income - Other               $      5,219           $    15,781       $        0

EXPENSES:
     Professional Services                        3,217                 4,243            3,659
     Management Fees                              3,170                 3,300            2,790
     Interest Expense                            92,945                67,701           52,843
     Other Expenses                                 234                   346              162
                                               -------------        --------------   --------------

       Total Expenses                            99,566                75,590           59,454
                                               -------------        --------------   --------------

Income (Loss) Before Income Taxes               -94,347               -59,810          -59,454

Income Tax Expense (Benefit):
     Currently Payable                              -0-                   -0-              -0-
                                               -------------        -------------    --------------

      Net Income (Loss)                      $  -94,347           $   -59,810       $  -59,454
                                               =============        ==============   ==============

       Net Income (Loss) per Share           $     (.00)          $      (.00)      $     (.00)
                                               =============        ==============    ==============

       Weighted Average Number of Common Shares
          Outstanding                         12,100,000            12,100,000       12,100,000
                                               =============        ==============   ==============

</TABLE>


                   The accompanying notes are an integral part of
                            of this financial statement.
                                         F3
<PAGE>
PART I.  FINANCIAL
INFORMATION
Item 1.  Financial
Statements.

<TABLE>
<CAPTION>
<CAPTION>
<S>     <C>    <C>    <C>    <C>    <C>    <C>
                                LBO CAPITAL CORP.
                  Statement of Changes in Stockholders' Deficit
              For the Years Ended December 31, 2000, 1999 and 1998

                                            Common Stock
                                        Shares          Amount       Additional  Accumulated   Other Comprehensive  Total
                                                                     Paid-in-CapitaDeficit           Income         Stockholders'
                                                                                                                    Deficit
                                     -------------    -----------    -------------------------------------------    ----------

Balances at
          December 31, 1997            12,100,000          1,210        623,094    -1,161,573           -23,467      -560,736
Unrealized Gain(Loss) on                                                                                 21,094        21,094
Securitiesear                                                                         -59,454                         -59,454
         Ended December 1998                    0              0              0                                      -599,096
                                     -------------    -----------    -------------------------------------------    ----------

Balances at
         December 31, 1998             12,100,000          1,210        623,094    -1,221,027            -2,373      -599,096
Unrealized Gain(Loss) on Securities                                                                     -13,423       -13,423
Net Loss for the Year                                                                 -59,809                         -59,809
        Ended December 1999                     0              0              0                                      -672,328
                                     -------------    -----------    -------------------------------------------    ----------

Balances at
       December 31, 1999               12,100,000          1,210        623,094    -1,280,836           -15,796      -672,328
Unrealized Gain(Loss) on Securities                                                                     -21,094       -21,094
Net Loss for the Year                                                                 -94,347                         -94,347
       Ended December 2000                      0              0              0                                      -787,769
                                     -------------    -----------    -------------------------------------------    ----------

Balances at
       December 31, 2000               12,100,000          1,210        623,094    -1,375,183           -36,890      -787,769
                                     =============    ===========    ===========================================    ==========


                 The accompanying notes are an integral part of
                            this financial statement

                                       F4
</TABLE>








                                       F4
<PAGE>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.
<TABLE>
<CAPTION>

                                                LBO CAPITAL CORP.
                                             STATEMENTS OF CASH FLOWS
                               For the Years Ended December 31, 2000, 1999 and 1998

<S>                                            <C>                      <C>                       <C>

                                                2000                        1999                       1998
                                            --------------             ----------------         --------------

Cash Flows for Operating Activities:
Net Loss                                       $   -94,347            $       -59,810          $      -59,454
Adjustments to Reconcile Net Income to Net
  Cash Provided by Operating Activities:
Changes in Assets and Liabilities:
  (Decrease) Increase in:
    Interest Receivable - Other                     15,780                          0
     Accounts Payable                                 -641                       -421                    -440
    Accounts Payable - Related Entities               -300                        -0-                     -0-
    Accrued Expenses and Taxes                      92,945                     67,702                  51,994
                                                 --------------             --------------          ------------

        Total Adjustments                          107,784                     67,281                  51,554
                                                 --------------             --------------          ------------


Net Cash (Used for) Operations                      13,437                      7,471                  -7,900


Cash (Used for) Investing Activities
  Note Receivable - Other                              -0-                   -300,000                       0
  Purchase of Investments                          -21,000                        -0-                      -0-
                                                 --------------             --------------           ------------
                                                   -21,000                   -300,000                       0
                                                 --------------             --------------           -------------

Cash Flows from Financing Activities:
  Proceeds on Notes Payable                          7,500                    308,300                   7,930
  Interest Income                                                             -15,781
                                                 --------------             --------------           --------------

          Net Cash Provided by Financing Activities  7,500                    292,519                   7,930
                                                 --------------             --------------           --------------

Net Increase (Decrease) in Cash                        -63                        -10                      30

Cash and Cash Equivalents:
  At Beginning of Period                                63                         73                      43
                                                 --------------             --------------           --------------

  At End of Period                           $           0              $           63           $         73
                                                 ==============             ==============           ==============

Supplemental Disclosures of Cash Flow Information:
  Interest Paid                              $          -0-             $          -0-           $        -0-
                                                 ==============             ==============           ==============


                                  The accompanying notes are an integral part of
                                           of this financial statement.
</TABLE>
                                                        F5


<PAGE>


                                LBO CAPITAL CORP.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2000, 1999 and 1998


Note 1. Summary of Significant Accounting Policies

      Organization and Business

            LBO Capital Corp.  (the  "Company") was  incorporated  on October 8,
            1987 under the laws of the State of Colorado. The Company is engaged
            in  evaluating  and  investing in other  companies.  The Company was
            considered  to be  in  the  development  stage  in  1987  and  began
            operations on March 15, 1988.

      Cash Equivalents

            The Company considers all highly liquid  investments with a maturity
            of three months or less cash equivalents.

      Equipment and Depreciation

            Equipment  was  stated  at  cost.   Depreciation  was  computed  for
            financial  reporting  purposes  on a  straight-line  basis  over  an
            estimated life of 5 years.  Depreciation expense for the years ended
            December 31, 2000, 1999 and 1998 was $0, $0 and $0 respectively.  At
            December  31,  1995,  the  remaining  computer  equipment  that  was
            previously  leased to an investee was  determined to be obsolete and
            written off the books of the Company.

      Income Taxes

            At December 31, 2000, the Company has a net operating loss available
            for carryforward totaling  approximately  $1,116,488.  The operating
            loss  carryforward  expires  in  various  amounts  by the year ended
            December 31, 2020.

Net Loss Per Share

            Net loss  per  share  is  computed  using  weighted  average  shares
            outstanding  without giving effect to the common stock warrants,  as
            the effect would be antidilutive.

Note 2. Marketable Securities

      The  Company's  marketable  securities  available for sale are recorded at
      fair market value.

                                       F6
<PAGE>
                                LBO CAPITAL CORP.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2000, 1999 and 1998

                                            Market Value
                                ------------------------------------------
                                Investment      Per Share       Aggregate

      2000
      -----
      Enercorp, Inc.           $ 48,397         $0.750          $ 11,505

      1999
      -----
      Enercorp, Inc.           $ 48,397         $2.125          $ 32,600



Note 3. Investments

      On  April  3,  1989,  the  Company  acquired  an  aggregate  of  1,880,000
      restricted  common  shares  of  Ajay  Sports,  Inc.  ("Ajay")  for a total
      purchase price of $182,000.  As a result of recording the Company's equity
      in net losses of Ajay,  the carrying  value of this  investment is zero at
      December  31,  2000 and 1999.  The Company  also  obtained  200,000  stock
      warrants of Ajay at that time.

      In March 1991, the Company  pledged  400,000 shares of its Ajay investment
      as security for bank loans to an  acquisition  candidate.  On June 1 1991,
      the bank declared the loan in default and foreclosed on the shares.

      On  August  13,  1998,  Ajay  announced  that its board of  directors  had
      authorized the  implementation of a 1-for-6 reverse split of the company's
      common stock,  effective  with the  commencement  of trading on August 14,
      1998. The  stockholders of Ajay at the company's annual meeting on May 29,
      1998 approved the reverse split.

      Following the reverse  split,  holders of Ajay's common stock received one
      new share of $.01 par value  common  stock for every six  shares of common
      stock  currently  held.  Therefore,  the number of Ajay shares held by the
      Company  is  246,667.  The  reverse  split  also  affected  the number and
      exercise price of the Company's warrants,  such that the Company now holds
      33,333 warrants  entitling it to purchase one share of Ajay's common stock
      at $1.08 per share. These warrants expire June 30, 2000.

      All of the Ajay  shares are pledged as security  for a note  payable  (see
      note 4).

      The  stock  of Ajay is  traded  over-the-counter  and is  reported  by the
      National  Quotation  Service.  The following table sets forth the range of
      high and low trade prices given quarterly by NASDAQ.

                                       F7
<PAGE>
                                LBO CAPITAL CORP.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2000, 1999 and 1998

                                HI          LOW
                               -----       -------
            2000
            -----
            First Quarter      $  0.750    $ .750
            Second Quarter     $  0.2812   $ .2812
            Third Quarter      $  0.260    $ .260
            Fourth Quarter     $   .120    $ .0937

       On May 17, 2000, the registrant received stock in Pro Golf International,
       Inc., in exchange for a note  receivable  held by the  registrant.  Pro
       Golf is a privately-held company and estimates that the fair-market
       value of the stock is the same as cost, $321,000.

                                HI          LOW
                               -----        ------
             2000
             -----
            First Quarter       $  0.       $ .
            Second Quarter      $  0.       $ .
            Third Quarter       $  0.       $ .
            Fourth Quarter      $   .       $ .

Note 4. Note Receivable

      On June 22, 1999, the Company loaned  $300,000 to Pro Golf  International,
      Inc. ("PGI"), a subsidiary of Ajay Sports, Inc.

      On  February  29,  2000,  the  note  was  converted  to  stock in Pro Golf
      International.

Note 5. Notes Payable

      During 1998, the Company borrowed $308,300 from Dearborn Wheels,  Inc. The
      proceeds were used to meet current  operating  needs and the investment in
      Pro Golf International.

      On  December  2,  1996,  the  Registrant  had a  change  in its  borrowing
      arrangements.  The Registrant borrowed $325,790 from Dearborn Wheels, Inc.
      to repay a note payable to Michigan  National Bank. The principal  balance
      as of December 31, 2000,  was $833,626;  the accrued  interest on the note
      was  $382,834.  The balance as of  December  31,  1999 was  $831,526;  the
      accrued  interest was $286,996.  The loan is at prime plus 2% interest and
      is  secured  by all the  intangible  assets  of the  Registrant.  Dearborn
      Wheels,  Inc. is held in majority by the Registrant's  President's spouse.
      This note bears  interest of prime plus 2%,  matures on September 27, 2000
      and is secured by all the assets of the Company.

                                       F8
<PAGE>
                                LBO CAPITAL CORP.
                          NOTES TO FINANCIAL STATEMENTS
                        December 31, 2000, 1999 and 1998

Note 6. Capital Stock

      The Company  completed a public  offering on March 15, 1988  consisting of
      3,000,000 units at $.20 each. Each unit consisted of one common share, one
      callable  class A common stock  purchase  warrant,  one  callable  Class B
      common  stock  purchase  warrant  and one  callable  Class C common  stock
      purchase  warrant.  Each Class A warrant  entitles  the warrant  holder to
      purchase one share of common stock for $.50, each Class B warrant entitles
      the warrant  holder to purchase  one share of common  stock for $.75,  and
      each Class C common stock purchase  warrant entitles the warrant holder to
      purchase one share of common for $1.00. The Class A, B and C warrants were
      originally  exercisable  within twelve,  eighteen and  twenty-four  months
      respectively,  from  February 26, 1988.  All warrants  have been  extended
      until July 25,  2000.  As of  December  31,  1999,  no  warrants  had been
      exercised.  The  Company  has the right to call any or all  warrants  at a
      redemption price of $.0001 per warrant.

      On June 3, 1992 the Company issued  3,000,000  shares of its common stock,
      valued at $.04 per share (fair market value on that date, per the National
      Quotation  Bureau,  Inc.),  to an officer and  director in exchange  for a
      reduction of $120,000 in a note to a related company.

      The  Company  granted  to its  directors  a total of  1,300,000  warrants,
      expiring  December 4, 2000. Each warrant enables the owner to purchase one
      share of common stock for $.04 per share.

Note 7.  Management Fees

      The Company does not employ any personnel.  Per a management fee agreement
      with Acrodyne Corporation, a related entity, the Company pays direct labor
      costs plus overhead for management services rendered.

Note 8.  Cash Flows Disclosure

                                      F9
<PAGE>


      Interest and income taxes paid for the years ended December 31, 2000, 1999
      and 1998 were as follows:

                          2000                1999              1998
                        --------          ----------        --------

      Interest        $     -0-            $    -0-         $    -0-
                        ========           ===========     ===========
      Income Taxes    $     -0-            $    -0-         $    -0-
                        ========           ===========     ===========

Note 9.  Use of Estimates

      The  preparation  of financial  statements  in conformity  with  generally
      accepted  accounting  principles requires management to make estimates and
      assumptions   that  affect  certain   reported  amounts  and  disclosures.
      Accordingly, actual results could differ from those estimates.



                                       F10