FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                 CURRENT REPORT

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


                                December 1, 1998
                                ----------------
                                 Date of Report



                                LBO CAPITAL CORP.
             (Exact Name of Registrant as specified in its charter)


             Colorado             33-19107            38-2780733
         ------------------    -----------------    -----------------
         (State or other       (Commission          (I.R.S. Employer
         jurisdiction of       file number)         Identification Number)
         incorporation or
         organization)


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


   Registrant's telephone number, including area code: (248) 851-5651


                                       N/A
           ----------------------------------------------------------
           Former name or former address, if changed from last report





 ITEM 5:  Other Events

   Effective  December 1, 1998, the Board of Directors of LBO Capital Corp. (the
   "Registrant")  adopted a  resolution  extending  the  exercise  period of the
   Registrant's  warrants  issued  to its  directors  from  December  4, 1998 to
   December 4, 1999. The warrants were issued as follows:

         Director                                  Number of Shares
         --------                                  ----------------
         Thomas W. Itin                                1,000,000
         Anthony B. Cashen                               200,000
         Robert W. Schwartz                              100,000

 The  warrants  entitles  its holder to purchase  one share of the  Registrant's
 $.0001 par value  common  stock for $.04 each share and can be exercised at any
 time prior to the extended expiration date of December 4, 1998.


 The Registrant's  Controller  notified the Registrant's Stock Transfer Agent by
 letter of December 1, 1998 as to the extensions.






                                   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.


 Date: December 1, 1998

                                LBO CAPITAL CORP.


 
                                 By s/Thomas W. Itin
                                   -------------------------
                                   Thomas W. Itin, President