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, 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 August 13,  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 June 30, 1999

                                      INDEX
                                                                            Page
                                                                          Number

Part I.  FINANCIAL INFORMATION

Item 1.     Financial Statements.

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

            Statements of Operations (Unaudited)
               Three and Six months ended June 30, 1999 and 1998             4

            Statements of Cash Flows (Unaudited)
               Six months ended June 30, 1999 and 1998                       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 June 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>

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

                                   LBO CAPITAL CORP.
                                     BALANCE SHEETS


                                                       (Unaudited)
                                                         June 30,             December 31,
                                                           1999                   1998
                                                       --------------         --------------
<S>                                                    <C>                    <C>
                                         ASSETS
Current Assets:
    Cash and Equivalents                               $          38          $          73
    Interest Receivable - Other                                  658
    Note Receivable - Other                                  300,000                     -0-
    Marketable Securities - Available for Sale                61,364                 46,023
                                                         ------------           ------------

      Total Current Assets                                   362,060                 46,096


TOTAL ASSETS                                           $     362,060          $      46,096
                                                         ============           ============


                         LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable                                       $         731          $       3,763
    Accounts Payable - Related Entities                          210                    210
    Notes Payable - Other                                    820,351                514,901
    Accrued Expenses and Taxes                               151,359                126,319
                                                         ------------           ------------
      Total Current Liabilities                              972,651                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    12,968                 (2,373)
    Accumulated Deficit                                   (1,247,864)            (1,221,027)
                                                         ------------           ------------

      Total Stockholders' Deficit                           (610,592)              (599,097)
                                                         ------------           ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT              $     362,060          $      46,096
                                                         ============           ============


                       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 June 30,       For the Six Months Ended June 30,
                                                       1999                   1998               1999                  1998
                                                   -------------        -----------------    --------------        --------------
<S>                                                <C>                  <C>                  <C>                   <C>

REVENUES:
     Interest Income - Other                       $        658         $         -0-        $         658         $          -0-

EXPENSES:
     Professional Services                                  211                 (459)                  639                  (319)
     Management Fees                                        930                  690                 1,620                 1,410
     Interest Expense                                    12,620               13,374                25,040                26,525
     Other Expenses                                          55                   45                   195                    75
                                                     -----------        -------------           -----------        --------------

            Total Expenses                               13,816               13,650                27,494                27,691
                                                     -----------        -------------           -----------        --------------

Income (Loss) Before Income Taxes                       (13,158)             (13,650)              (26,836)              (27,691)

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

      Net Income (Loss)                            $    (13,158)        $    (13,650)        $     (26,836)        $     (27,691)
                                                     ===========        =============           ===========        ==============

       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>


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

                                   LBO CAPITAL CORP.
                                       CASH FLOWS


                                                 (UNAUDITED)
                                                    June 30,                 June 30,
                                                      1999                     1998
                                                 ---------------           --------------
<S>                                              <C>                       <C>
Cash Flows for Operating Activities:
Net Loss                                         $      (26,836)           $     (27,691)
Adjustments to Reconcile Net Income to Net
  Cash Provided by Operating Activities:
Changes in Assets and Liabilities:
  (Decrease) Increase in:
    Interest Receivable - Other                            (658)                      -0-
    Accounts Payable                                     (3,032)                  (3,472)
    Accounts Payable - Related Entities                      -0-                    (850)
    Accrued Expenses and Taxes                           25,041                   26,525
                                                     -----------              -----------

        Total Adjustments                                21,351                   22,203
                                                     -----------              -----------


Net Cash (Used for) Operations                           (5,485)                  (5,488)


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                             305,450                    5,480
                                                     -----------              -----------

            Net Cash Provided by Financing Activities   305,450                    5,480
                                                     -----------              -----------

Net Increase (Decrease) in Cash                             (35)                      (8)

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

  At End of Period                               $           38            $          35
                                                     ===========              ===========

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 June 30, 1999 and December
31, 1998, and the results of operations and cash flows for the six month periods
ended June 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  six-month
periods ended June 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. These warrants expire June 13, 1999.

      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>

      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 $11,495 in the six-month  period ended June
30, 1999 due to the net loss of $26,836 and an  increase in  unrealized  gain on
investments of $15,341 for the six months ended June 30, 1999.



      (b) Results of Operations
          ---------------------
      Registrant's operations for the six months ended June 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 June 30,  1999
was $2.188 per share.  Ajay stock is traded  over-the-counter.  The  approximate
market value of the  Registrant's  246,667 shares was $539,707 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 $4.00 per share at June 30,  1999,
which is $12,968 above cost.  These shares could be liquidated to meet cash flow
needs if necessary.

                                       7

<PAGE>

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 September 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 June 30, 1999 are filed herewith.

(b)   Reports on Form 8-K.

      On July 12, 1999, the Registrant  filed a Form 8-K reporting the extension
of the Class A, B & C warrants from July 25, 1999 to July 25, 2000.

                                       8

<PAGE>


                                LBO CAPITAL CORP.

                                    FORM 10-Q

                       For the Quarter Ended June 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:  August 19, 1999



                                       9