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, 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 May 3, 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 March 31, 1999

                                      INDEX
                                                                            Page
                                                                          Number

Part I.  FINANCIAL INFORMATION

Item 1.     Financial Statements.

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

            Statements of Operations (Unaudited)
               Three months ended March 31, 1999 and 1998                      4

            Statements of Cash Flows (Unaudited)
               Three months ended March 31, 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 March 31, 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)
                                                      March 31,        December 31,
                                                        1999               1998
                                                    -------------------------------------
<S>                                                 <C>                   <C>
                                     ASSETS
Current Assets:
    Cash and Equivalents                            $          43          $          73
    Marketable Securities - Available for Sale             40,271                 46,023
                                                      ------------           ------------

      Total Current Assets                                 40,314                 46,096


TOTAL ASSETS                                        $      40,314          $      46,096
                                                      ============           ============


                      LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable                                            2,231                  3,763
    Accounts Payable - Related Entities                       270                    210
    Notes Payable - Other                                 517,601                514,901
    Accrued Expenses and Taxes                            138,739                126,319
                                                      ------------           ------------
      Total Current Liabilities                           658,841                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 (8,126)                (2,373)
    Accumulated Deficit                                (1,234,705)            (1,221,027)
                                                      ------------           ------------

      Total Stockholders' Deficit                        (618,527)              (599,097)
                                                      ------------           ------------

TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT           $      40,314          $      46,096
                                                      ============           ============

</TABLE>

                       See notes to financial statements.

                                           3


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

<TABLE>
<CAPTION>


                                LBO CAPITAL CORP.
                            STATEMENTS OF OPERATIONS



                                           For the Three Months Ended March 31,
                                                1999                 1998
                                           --------------       --------------
<S>                                        <C>                  <C>

REVENUES:                                  $         -0-      $           -0-

EXPENSES:
     Professional Services                          428                  140
     Management Fees                                690                  720
     Interest Expense                            12,420               13,151
     Other Expenses                                 140                   30
                                              -----------        -------------

            Total Expenses                       13,678               14,041
                                              -----------        -------------

Income (Loss) Before Income Taxes               (13,678)             (14,041)

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

      Net Income (Loss)                    $    (13,678)      $      (14,041)
                                              ===========        =============

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

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


</TABLE>


                      See notes to financial statements.

                                        4
<PAGE>
PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.

<TABLE>
<CAPTION>


                                LBO CAPITAL CORP.
                                   CASH FLOWS


                                                  (Unaudited)
                                                   March 31,           March 31,
                                                      1999                1998
                                                 ------------------------------
<S>                                             <C>              <C>
Cash Flows for Operating Activities:
Net Loss                                        $    (13,678)    $    (14,041)
                                                  -----------      -----------
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:
    Accounts Payable                                  (1,532)          (1,415)
    Accounts Payable - Related Entities                   60              720
    Accrued Expenses and Taxes                        12,420           13,151
                                                  -----------      -----------

        Total Adjustments                             10,948           12,456
                                                  -----------      -----------


Net Cash (Used for) Operations                        (2,730)          (1,585)


Cash (Used for) Investing Activities
  Marketable Securities Available for Sale                -0-              -0-
                                                  -----------      -----------
                                                          -0-              -0-

Cash Flows from Financing Activities:
  Proceeds on Notes Payable                            2,700            1,590
                                                  -----------      -----------

         Net Cash Provided by Financing Activities     2,700            1,590
                                                  -----------      -----------

Net Increase (Decrease) in Cash                          (30)               5

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

  At End of Period                           $           43     $          48
                                                  ===========      ===========

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


</TABLE>


                        See notes to financial statements

                                        5



<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 March 31,  1999 and
December 31, 1998,  and the results of  operations  and cash flows for the three
month periods ended March 31, 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  three-month
periods ended March 31, 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>



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

      (a) Material Changes in Financial Condition
          ---------------------------------------

      Working capital decreased by $19,431 in the three-month period ended March
31, 1999 due to the net loss of $13,678 and the decrease in  unrealized  gain on
investments of $5,753 for the three months ended March 31, 1999.



      (b) Results of Operations
          ---------------------

      Registrant's operations for the three months ended March 31, 1999 resulted
in a loss of  $13,678.  This was due mainly to  interest  expense of $12,420 and
management fees of $690.

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, 1999
was $0.687 per share.  Ajay stock is traded  over-the-counter.  The  approximate
market value of the  Registrant's  246,667 shares was $169,460 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 $2.625 per share at March 31,  1999,
which is $8,126 below cost.  These shares could be  liquidated to meet cash flow
needs if necessary.

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 June 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.


                                       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 March 31, 1999 are filed herewith.

(b)   Reports on Form 8-K.

      None

                                       8

<PAGE>


                                LBO CAPITAL CORP.

                                    FORM 10-Q

                      For the Quarter Ended March 31, 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:  May 14, 1999









                                       9
<PAGE>