SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    Form 10-Q

                Quarterly Report Pursuant to Section 13 or 15(d)
                     of the Securities Exchange Act of 1934

For the Quarter Ended                           Commission File No.
September 30, 1999                                    33-19107
------------------                                   ----------


                                LBO Capital Corp.
             (Exact name of Registrant as Specified in its Charter)

Colorado                                                            38-2780733
---------------------------------                          --------------------
(State or Other Jurisdiction                               (IRS Employer
 of Incorporation or Organization)                         Identification No.)




7001 Orchard Lake Road, Suite 424
West Bloomfield MI                                                  48322-3608
----------------------------------------                   --------------------
(Address of Principal Executive Offices)                            (Zip Code)


                                 (248) 851-5651
               (Registrant's Telephone Number Including Area Code)



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 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 November 11, 1999 a total of  12,100,000  shares,  $.0001 par value common
stock, were issued and outstanding.


<PAGE>


                                LBO CAPITAL CORP.

              Form 10-Q Filing of Quarter Ended September 30, 1999

                                      INDEX
                                                                            Page
                                                                          Number

Part I.  FINANCIAL INFORMATION

Item 1.     Financial Statements.

            Balance Sheets
               September 30, 1999 (Unaudited) and December 31, 1998          3

            Statements of Operations (Unaudited)
               Three and Nine months ended September 30, 1999 and 1998       4

            Statements of Cash Flows (Unaudited)
               Nine months ended September 30, 1999 and 1998                 5

            Notes to Financial Statements (Unaudited)                        6

Item 2.     Management's Discussion and Analysis of Financial Statements
            (Unaudited)                                                    7-8

PART II.    OTHER INFORMATION

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

            Financial Statements of Ajay Sports, Inc.
            as of September 30, 1999                                         x


            Signature Page


Note:  No other  information  is included in answer to any item under Part II as
those other Items are either not  applicable,  or if  applicable,  the answer is
negative.



<PAGE>
<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.

                                LBO CAPITAL CORP.
                                 BALANCE SHEETS


                                                      (Unaudited)
                                                       September 30,      December 31,
                                                           1999              1998
                                                    -------------------------------------
<S>                                                 <C>                    <C>
                                     ASSETS
Current Assets:
    Cash and Equivalents                             $          85         $          73
    Interest Receivable - Other                              8,219
    Note Receivable - Other                                300,000                    -0-
    Marketable Securities - Available for Sale              43,139                46,023
                                                       ------------          ------------

       Total Current Assets                                351,443                46,096


TOTAL ASSETS                                         $     351,443         $      46,096
                                                       ============          ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
    Accounts Payable                                           731                 3,763
    Accounts Payable - Related Entities                        240                   210
    Notes Payable - Other                                  821,751               514,901
    Accrued Expenses and Taxes                             172,433               126,319
                                                       ------------          ------------
       Total Current Liabilities                           995,155               645,193

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 Securities  (5,257)               (2,373)
    Accumulated Deficit                                 (1,262,758)           (1,221,027)
                                                       ------------          ------------

       Total Stockholders' Deficit                        (643,712)             (599,097)
                                                       ------------          ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT            $     351,443         $      46,096
                                                       ============          ============


                       See notes to financial statements.

                                           3
</TABLE>
<PAGE>

<TABLE>
<CAPTION>

PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.

                                                        LBO CAPITAL CORP.
                                                    STATEMENTS OF OPERATIONS



                                                   For the Three Months Ended September 30, For the Nine Months Ended September 30,
                                                       1999                1998                     1999                  1998
                                                   -------------     ------------------      ------------------   -----------------

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


REVENUES:
     Interest Income - Other                       $      7,561        $           -0-         $     8,219        $           -0-

EXPENSES:
     Professional Services                                  513                   432                1,152                   113
     Management Fees                                        840                   660                2,460                 2,070
     Interest Expense                                    21,074                13,574               46,114                40,099
     Other Expenses                                          30                    57                  225                   132
                                                     -----------         -------------           ----------         -------------

             Total Expenses                              22,456                14,723               49,950                42,414
                                                     -----------         -------------           ----------         -------------

Income (Loss) Before Income Taxes                       (14,895)              (14,723)             (41,731)              (42,414)

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

      Net Income (Loss)                            $    (14,895)       $      (14,723)         $   (41,731)       $      (42,414)
                                                     ===========         =============           ==========         =============

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

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






                                               See notes to financial statements.

                                                               4

</TABLE>

<PAGE>
<TABLE>
<CAPTION>


PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.

                                   LBO CAPITAL CORP.
                                       CASH FLOWS


                                                  (UNAUDITED)
                                                  September 30,      September 30,
                                                      1999                1998
                                               ---------------------------------------
<S>                                               <C>                       <C>

Cash Flows for Operating Activities:
Net Loss                                           $    (41,731)             $   (42,414)
Adjustments to Reconcile Net Income to Net
  Cash Provided by Operating Activities:
Changes in Assets and Liabilities:
  (Decrease) Increase in:
    Interest Receivable - Other                          (8,219)                     -0-
    Accounts Payable                                     (3,032)                  (3,472)
    Accounts Payable - Related Entities                      30                     (850)
    Accrued Expenses and Taxes                           46,114                   40,100
                                                     -----------               ----------

        Total Adjustments                                34,893                   35,778
                                                     -----------               ----------


Net Cash (Used for) Operations                           (6,838)                  (6,636)


Cash (Used for) Investing Activities
  Note Receivable - Other                              (300,000)                     -0-
  Marketable Securities Available for Sale                  -0-                      -0-
                                                     -----------               ----------
                                                       (300,000)                     -0-
                                                     -----------               ----------

Cash Flows from Financing Activities:
  Proceeds on Notes Payable                             306,850                    6,630
                                                     -----------               ----------

             Net Cash Provided by Financing Activities  306,850                    6,630
                                                     -----------               ----------

Net Increase (Decrease) in Cash                              12                       (6)

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

  At End of Period                                 $         85              $        37
                                                     ===========               ==========

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






                       See notes to financial statements.

                                        5

</TABLE>

<PAGE>

                                LBO CAPITAL CORP
                    NOTES TO FINANCIAL STATEMENTS (Unaudited)

      NOTE 1.  INTERIM FINANCIAL STATEMENTS

      The accompanying financial statements of LBO Capital Corp. ("the Company")
have been  prepared by the Company  without  audit by  independent  accountants,
except  for the  balance  sheet at  December  31,  1998.  In the  opinion of the
Company's management, the financial statements reflect all adjustments necessary
to present  fairly the  Company's  financial  position at September 30, 1999 and
December 31,  1998,  and the results of  operations  and cash flows for the nine
month periods ended September 30, 1999 and 1998.

      Certain  information  and  footnote   disclosures   normally  included  in
financial  statements  prepared in accordance with generally accepted accounting
principles have been condensed or omitted.  These unaudited financial statements
should be read in  conjunction  with the financial  statements and notes thereto
included in the  Company's  Annual Report 10-K.  The results for the  nine-month
periods  ended  September  30,  1999 are not  necessarily  indicative  of future
financial results.

      NOTE 2.  INVESTMENTS.

      As previously  reported,  the Company had acquired 1,880,000 shares of the
restricted  common  stock of Ajay  Sports,  Inc.  ("Ajay")  in April  1989,  for
$182,000.  Subsequently,  this was reduced to 1,480,000  shares.  As a result of
recording the Company's equity in net losses of Ajay, the carrying value of this
investment is zero. The Company also obtained  200,000  warrants of Ajay at that
time.  Each  warrant  entitles  the Company to purchase one share of Ajay common
stock at $.18.

      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.

      Following the reverse  split,  holders of Ajay's common stock received one
new share of $.01 par value  common  stock for every nine 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.

                                       6
<PAGE>


      NOTE 3:  NOTE RECEIVABLE

      On June 22, 1999, the Company loaned  $300,000 to Pro Golf  International,
Inc.  ("PGI"),  a  subsidiary  of Ajay  Sports,  Inc.  The  Company  received  a
promissory  note  that is  subordinated  to PGI's  primary  lender.  The  unpaid
principal  balance will bear an interest rate of 10% and will be due and payable
in full on July 22, 2000. The proceeds were used to purchase all the outstanding
capital  stock of Pro Golf of America,  Inc.,  franchiser  of Pro Golf  Discount
retail golf stores.  Ajay owns over 80% of the stock of Pro Golf  International,
with the remaining shares held by a group of investors. The Company borrowed the
funds from an unrelated company to loan to PGI.


ITEM 2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION  AND
         RESULTS  OF OPERATIONS.

      (a) Material Changes in Financial Condition
          ---------------------------------------
      Working  capital  decreased  by $44,615  in the  nine-month  period  ended
September  30, 1999 due to the net loss of $41,731 and a decrease in  unrealized
gain on investments of $2,884 for the nine months ended September 30, 1999.



      (b) Results of Operations
          ---------------------
      Registrant's  operations  for the nine  months  ended  September  30, 1999
resulted  in a loss of  $26,836.  This was due  mainly to  interest  expense  of
$25,040 and management fees of $1,620.

Liquidity and Capital Resources
-------------------------------
      The  Registrant is currently  meeting its cash needs from borrowing from a
company.  There is no assurance  that this will  continue in future  years.  The
Registrant's principal asset is its investment in marketable securities of Ajay,
which it has held for over nine years.  These shares are carried at a zero value
on the  Registrant's  Balance  Sheet as a result of recording  the  Registrant's
equity in net losses of Ajay.  The market value of Ajay stock on  September  30,
1999 was $.813 per share. Ajay stock is traded over-the-counter. The approximate
market value of the  Registrant's  246,667 shares was $200,540 on that date. The
Registrant also owns 15,341 shares of Enercorp,  Inc. common stock. These shares
are  carried at their fair  market  value of $2.812 per share at  September  30,
1999,  which is $5,257 below cost. These shares could be liquidated to meet cash
flow needs if necessary.

                                       7
<PAGE>


Change in Accountants
----------------------
On August 27, 1999, the Registrant  filed a Form 8-K regarding the  Registrant's
engagement  with the  accounting  firm of J.L.  Stephan Co.,  P.C. to act as its
independent accounting firm, to replace Hirsch Silberstein & Subelsky,  P.C. The
decision by Hirsch Silberstein & Subelsky, P.C. to resign was a result of one of
its  members,  Ronald N.  Silberstein,  leaving the firm to become Ajay  Sports,
Inc.'s Chief Financial Officer and Chief Administrative  Officer.  Following Mr.
Silberstein's   departure,  the  Registrant  was  advised  that  the  firm  will
concentrate its practice of providing accounting related services to individuals
and privately held businesses.


Year 2000 Compliance
--------------------
The Company does not anticipate the year 2000 compliance  requirements will have
a material  impact on earnings.  The Company has  initiated  replacement  of the
Company's most significant computer programs with new updates that are warranted
to be year 2000  compliant.  Installation  of these updates is anticipated to be
completed  prior to November 30, 1999. All other  programs  subject to year 2000
concerns  will  be  evaluated  utilizing  internal  and  external  resources  to
reprogram, replace or test each of them.



Part II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits.

      Pursuant to the  provisions of Reg. ss.  210.3-09 of  Regulation  S-X, the
Registrant is required to file separate financial statements of its equity basis
investee  Ajay,  which  financial  statements  for  September 30, 1999 are filed
herewith.

(b) Reports on Form 8-K.

      On  August  27,  1999,  the  Registrant  filed a Form  8-K  regarding  the
Registrant's  engagement with the accounting  firm of J.L.  Stephan Co., P.C. to
act  as its  independent  accounting  firm,  to  replace  Hirsch  Silberstein  &
Subelsky, P.C.

                                       8

<PAGE>


                                LBO CAPITAL CORP.

                                    FORM 10-Q

                    For the Quarter Ended September 30, 1999


                                 Signature Page




                                   SIGNATURES

Pursuant  to the  requirements  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.

                                LBO CAPITAL CORP.
                               -------------------
                                  (Registrant)


                                           By   \s\ Thomas W. Itin
                                             ----------------------------------
                                             Thomas W. Itin, President,
                                             Chairman of Board of Directors



      Date signed:  November 11, 1999




                                       9