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.
March 31, 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 May 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 March 31, 2000

                                      INDEX

                                                                            Page
                                                                          Number

Part I.  FINANCIAL INFORMATION

Item 1.     Financial Statements.

            Balance Sheets

               March 31, 2000 (Unaudited) and December 31, 1999              3

            Statements of Operations (Unaudited)
               Three months ended March 31, 2000 and 1999                    4

            Statements of Cash Flows (Unaudited)
               Three months ended March 31, 2000 and 1999                    5

            Notes to Financial Statements (Unaudited)                        6

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 March 31, 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.

<PAGE>

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

                                     LBO CAPITAL CORP.
                                      BALANCE SHEETS


                                         (Unaudited)
                                                       March 31,          December 31,
                                                          2000                1999
                                                    ----------------------------------------
<S>                                                  <C>                      <C>
                                          ASSETS

Current Assets:
    Cash and Equivalents                             $            16          $          63
    Marketable Securities - Available for Sale                29,716                 32,600
                                                       --------------           ------------

       Total Current Assets                                   29,732                 32,663

Other Assets

    Investments                                              321,000                    -0-
                                                       --------------           ------------

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

TOTAL ASSETS                                         $       350,732          $      32,663
                                                       ==============           ============


                           LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable                                               2,231                  3,250
    Accounts Payable - Related Entities                          330                    300
    Notes Payable - Other                                    825,801                823,201
    Accrued Expenses and Taxes                               215,930                194,021
                                                       --------------           ------------
       Total Current Liabilities                           1,044,292              1,020,773

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   (18,680)               (15,796)
    Accumulated Deficit                                   (1,299,184)            (1,596,616)
                                                       --------------           ------------

       Total Stockholders' Deficit                          (693,560)              (988,109)
                                                       --------------           ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT            $       350,732          $      32,663
                                                       ==============           ============


                            See notes to financial statements.

                                             3
</TABLE>

<PAGE>

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

                                     LBO CAPITAL CORP.
                                 STATEMENTS OF OPERATIONS



                                                        For the Three Months Ended March 31,
                                                            2000                1999
                                                        --------------   -------------------
<S>                                                    <C>                  <C>

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

EXPENSES:
     Professional Services                                        811                   428
     Management Fees                                              810                   690
     Interest Expense                                          21,910                12,420
     Other Expenses                                                36                   140
                                                          ------------         -------------

             Total Expenses                                    23,566                13,678
                                                          ------------         -------------

Income (Loss) Before Income Taxes                             (18,347)              (13,678)

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

      Net Income (Loss)                                 $     (18,347)       $      (13,678)
                                                          ============         =============

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

       Weighted Average Number of Common Shares

          Outstanding                                      12,100,000            12,100,000
                                                          ============         =============



                            See notes to financial statements.

                                             4
</TABLE>

<PAGE>

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


                                   LBO CAPITAL CORP.
                                       CASH FLOWS

                                      (Unaudited)

                                                    March 31,          March 31,
                                                      2000                1999
                                                  ---------------------------------------
<S>                                                <C>                      <C>
Cash Flows for Operating Activities:
Net Loss                                           $    (18,347)             $   (13,678)
                                                     -----------               ----------
Adjustments to Reconcile Net Income to Net
  Cash Provided by Operating Activities:
Changes in Assets and Liabilities:
  (Increase) Decrease in:
    Prepaid Expenses and Deposits                           -0-                      -0-
  (Decrease) Increase in:
    Interest Receivable - Other                          15,781                      -0-
    Accounts Payable                                     (1,020)                  (1,532)
    Accounts Payable - Related Entities                      30                       60
    Accrued Expenses and Taxes                           21,910                   12,420
                                                     -----------               ----------

        Total Adjustments                                36,701                   10,948
                                                     -----------               ----------


Net Cash (Used for) Operations                           18,354                   (2,730)


Cash (Used for) Investing Activities

  Purchase of Investments                               (21,000)
  Marketable Securities Available for Sale                  -0-                      -0-
                                                     -----------               ----------
                                                        (21,000)                     -0-
                                                     -----------               ----------

Cash Flows from Financing Activities:
  Proceeds on Notes Payable                               2,600                    2,700
                                                     -----------               ----------

             Net Cash Provided by Financing Activities    2,600                    2,700
                                                     -----------               ----------

Net Increase (Decrease) in Cash                             (46)                     (30)

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

  At End of Period                                 $         16              $        43
                                                     ===========               ==========

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 March 31,  2000 and
December 31, 1999,  and the results of  operations  and cash flows for the three
month periods ended March 31, 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  three-month
periods ended March 31, 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. These warrants expire June 13, 2000.

      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.

<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 $21,231 in the three-month period ended March
31, 2000 due to the net loss of $18,347 and the decrease in  unrealized  gain on
investments of $2,884 for the three months ended March 31, 2000.

      (b) Results of Operations

          ---------------------
      Registrant's operations for the three months ended March 31, 2000 resulted
in a loss of  $18,347.  This was due mainly to  interest  expense of $21,910 and
management fees of $810 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 March 31, 2000
was $.75 per  share.  Ajay  stock is traded  over-the-counter.  The  approximate
market value of the  Registrant's  246,667 shares was $185,000 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 $1.9375 per share at March 31,  2000,
which is $18,680 below cost.  These shares could be liquidated to meet cash flow
needs if necessary.

<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 March 31, 2000 are filed herewith.

(b)   Reports on Form 8-K.

      None

<PAGE>

                                LBO CAPITAL CORP.

                                    FORM 10-Q

                      For the Quarter Ended March 31, 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:  May 22, 2000