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.
June 30, 2000                                   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.)




32751 Middlebelt Road, Suite B

Farmington Hills, MI                                                48334
----------------------------------------                            -----------
(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 August 11,  2000 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 June 30, 2000

                                     INDEX

                                                                            Page
                                                                          Number

Part I.  FINANCIAL INFORMATION

Item 1.     Financial Statements.

            Balance Sheets

               June 30, 2000 (Unaudited) and December 31, 1999               3

            Statements of Operations (Unaudited)
               Three and Six months ended June 30, 2000 and 1999             4

            Statements of Cash Flows (Unaudited)
               Six months ended June 30, 2000 and 1999                       5

            Notes to Financial Statements (Unaudited)                      6-7

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

PART II.    OTHER INFORMATION

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

            Financial Statements of Ajay Sports, Inc.
            as of June 30, 2000                                              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.

                                       2

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

                                   LBO CAPITAL CORP.
                                     BALANCE SHEETS


                                                      (Unaudited)
                                                       June 30,        December 31,
                                                         2000              1999
                                                    -------------------------------------

                                         ASSETS
Current Assets:
    Cash and Equivalents                             $           7         $          63
    Marketable Securities - Available for Sale              21,094                32,600
    Interest Receivable                                        -0-                15,780
    Note Receivable                                            -0-               300,000
                                                       ------------          ------------

       Total Current Assets                                 21,101               348,443

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

TOTAL ASSETS                                         $     342,101         $     348,443
                                                       ============          ============


                         LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
    Accounts Payable                                           731                 3,250
    Accounts Payable - Related Entities                        210                   300
    Notes Payable - Other                                  828,951               823,201
    Accrued Expenses and Taxes                             238,876               194,021
                                                       ------------          ------------
       Total Current Liabilities                         1,068,768             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 Securities (27,302)              (15,796)
    Accumulated Deficit                                 (1,323,669)           (1,280,837)
                                                       ------------          ------------

       Total Stockholders' Deficit                        (726,667)             (672,330)
                                                       ------------          ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT            $     342,101         $     348,443
                                                       ============          ============


                       See notes to financial statements.

                                           3
</TABLE>

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

                                                       LBO CAPITAL CORP.
                                                    STATEMENTS OF OPERATIONS



                                                   For the Three Months Ended June 30,   For the Six Months Ended June 30,
                                                       2000                1999                2000                  1999
                                                   -------------   ----------------------------------------   -------------------



REVENUES:
     Interest Income - Other                       $          0        $          658          $     5,219        $          658

EXPENSES:
     Professional Services                                  557                   211                1,368                   639
     Management Fees                                        930                   930                1,740                 1,620
     Interest Expense                                    22,946                12,620               44,856                25,040
     Other Expenses                                          51                    55                   87                   195
                                                     -----------         -------------           ----------         -------------

             Total Expenses                              24,485                13,816               48,051                27,494
                                                     -----------         -------------           ----------         -------------

Income (Loss) Before Income Taxes                       (24,485)              (13,158)             (42,832)              (26,836)

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

      Net Income (Loss)                            $    (24,485)       $      (13,158)         $   (42,832)       $      (26,836)
                                                     ===========         =============           ==========         =============

       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>
<S>                                              <C>                     <C>

                                  LBO CAPITAL CORP.
                                       CASH FLOWS


                                                  (UNAUDITED)
                                                    June 30,            June 30,
                                                      2000                1999
                                                  ---------------------------------------

Cash Flows for Operating Activities:
Net Loss                                           $    (42,832)             $   (26,836)
Adjustments to Reconcile Net Income to Net
  Cash Provided by Operating Activities:
Changes in Assets and Liabilities:
  (Decrease) Increase in:
    Interest Receivable - Other                          15,781                     (658)
    Accounts Payable                                     (2,520)                  (3,032)
    Accounts Payable - Related Entities                     (90)                     -0-
    Accrued Expenses and Taxes                           44,856                   25,041
                                                     -----------               ----------

        Total Adjustments                                58,026                   21,351
                                                     -----------               ----------


Net Cash (Used for) Operations                           15,194                   (5,485)


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

Cash Flows from Financing Activities:
  Proceeds on Notes Payable                               5,750                  305,450
                                                     -----------               ----------

             Net Cash Provided by Financing Activities    5,750                  305,450
                                                     -----------               ----------

Net Increase (Decrease) in Cash                             (56)                     (35)

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

  At End of Period                                 $          7              $        38
                                                     ===========               ==========

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,  1999.  In the  opinion of the
Company's management, the financial statements reflect all adjustments necessary
to present fairly the Company's financial position at June 30, 2000 and December
31, 1999, and the results of operations and cash flows for the six month periods
ended June 30, 2000 and 1999.

      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  six-month
periods ended June 30, 2000 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 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.


                                       6
<PAGE>


      On February 29, 2000, the Registrant  converted its note  receivable  from
Pro Golf  International,  Inc.  ("PGI"),  and the interest accrued but unpaid on
such note  receivable,  into common stock of PGI. The conversion was made at the
rate of $60 per common share,  the price at which PGI was raising equity capital
under a Confidential  Private  Placement  Memorandum dated February 4, 2000. The
Registrant  had initially  made an investment  in the  subordinated  debt of the
Registrant on June 23, 1999, as part of the purchase of PGI by the  Registrant's
investee  company,  Ajay Sports,  Inc. on that date, and the Registrant had held
the note  from PGI until  the time of this  conversion  into  common  stock.  In
exchange  for  converting  the  $300,000  note  and  $21,000  of  interest,  the
Registrant received 5,350 shares of PGI's common stock.

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

      (a) Material Changes in Financial Condition

      Working  capital  decreased by $54,338 in the six-month  period ended June
30, 2000 due to the net loss of $42,832 and the decrease in  unrealized  gain on
investments of $11,506 for the six months ended June 30, 2000.

      (b) Results of Operations

      Registrant's operations for the six months ended June 30, 2000 resulted in
a loss of  $42,832.  This was due mainly to  interest  expense  of  $44,856  and
management fees of $1,740 offset by interest income of $5,219.

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 June 30,  2000
was $.281 per share.  Ajay  stock is traded  over-the-counter.  The  approximate
market value of the  Registrant's  246,667  shares was $69,313 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 $1.375 per share at June 30,  2000,
which is $27,302 below cost.  These shares could be liquidated to meet cash flow
needs if necessary.

                                       7
<PAGE>

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 June 30, 2000 are filed herewith.

(b)   Reports on Form 8-K.

      On July 12, 2000, the  Registrant  filed a Form 8-K extending the Class A,
Class B & Class C warrants from July 25, 2000 to July 25, 2001.

                                       8
<PAGE>


                                LBO CAPITAL CORP.

                                    FORM 10-Q

                       For the Quarter Ended June 30, 2000


                                 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:  August 14, 2000




                                       9

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