ABF ENERGY CORP
10QSB, 1997-11-12
DRILLING OIL & GAS WELLS
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                                  FORM 10-QSB


                       SECURITIES AND EXCHANGE COMMISSION


                             WASHINGTON, D.C. 20549



              [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For Quarter Ended September 30, 1997

                                       OR

              [ ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                        For the transition period from to


                         Commission file number: 0-10893

                                ABF ENERGY CORP.
             (Exact Name of Registrant as Specified in its Charter)

                 Delaware                            13-3007167
      State or other jurisdiction of              I.R.S. Employer
      incorporation or organization              Identification No.

                 120 Charlotte Place, Englewood Cliffs, NJ 07632
               (Address of Principal Executive Office) (Zip Code)

                                  201-568-1554
               (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 for 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

The  number  of  shares  of  registrant's  Common  Stock,   $.00005  par  value,
outstanding as of September 30, 1997 was 132,695,000 shares.





<PAGE>
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                                          ABF ENERGY CORP. AND SUBSIDIARY

                                                       INDEX

                                                                                                         Page
                                                                                                        Number

PART I - FINANCIAL INFORMATION:
<S>                                                                                                         <C>
         Item 1.  Financial Statements

                  Consolidated Balance Sheet - September 30, 1997..........................................  1

                  Consolidated Statement of Operations - For the Nine and Three
                  Months Ended September 30, 1997 and 1996.................................................  2

                  Consolidated Statement of Cash Flows - For the Nine Months Ended
                  September 30, 1997 and 1996..............................................................  3

                  Notes to Financial Statements............................................................  4

         Item 2.  Management's Discussion and Analysis.....................................................  5

PART II - OTHER INFORMATION................................................................................  6

SIGNATURES.................................................................................................  7















</TABLE>

<PAGE>
<TABLE>
<CAPTION>


                                         PART 1. FINANCIAL INFORMATION

                                         Item 1. Financial Statements

                                        ABF ENERGY CORP. AND SUBSIDIARY

                                          CONSOLIDATED BALANCE SHEET

                                                  (Unaudited)

                                                                                                September 30,
                                                                                                     1997
                                                                                               -----------------

                                                    ASSETS
<S>                                                                                         <C> 
CURRENT ASSETS:
     Cash                                                                                    $            4,196
                                                                                               =================



                                     LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                                                   $           12,315
     Loans payable                                                                                       22,474
                                                                                               -----------------
         TOTAL CURRENT LIABILITIES                                                                       34,789

STOCKHOLDERS' EQUITY
     Common stock, $.00005 par value,
     authorized 200,000,000 shares: 152,175,000
       issued and outstanding                                                                             7,609
     Paid-in capital                                                                                  1,770,693
     Accumulated deficit                                                                             (1,807,921)
     Treasury stock - at cost                                                                              (974)
                                                                                               -----------------
         TOTAL STOCKHOLDERS' EQUITY                                                                     (30,593)
                                                                                               -----------------

                                                                                             $            4,196
                                                                                               =================

</TABLE>

                                      See notes to financial statements.
                                                      -1-

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<TABLE>
<CAPTION>

                                     ABF ENERGY CORP. AND SUBSIDIARY

                                   CONSOLIDATED STATEMENT OF OPERATIONS

                                                (Unaudited)



                                                            Three Months Ended                         Nine Months Ended
                                                              September 30,                           September 30, 1997
                                                  ---------------------------------------    --------------------------------------
                                                        1997                  1996                 1997                 1996
                                                  ------------------    -----------------    -----------------    -----------------
<S>                                             <C>                   <C>                   <C>                 <C>  
REVENUES:
     Royalties                                   $            12,889   $        -           $           31,139   $            3,500
                                                  ------------------    -----------------    -----------------    -----------------


EXPENSES:
     General and administrative                               9,522            -                       40,260                3,980
                                                  ------------------    -----------------    -----------------    -----------------

NET EARNINGS (LOSS)                             $             3,367   $        -           $           (9,121)  $              (480)
                                                  ==================    =================    =================    =================

NET EARNINGS (LOSS) PER SHARE                   $              0.00   $             0.00   $            (0.00)  $             (0.00)
                                                  ==================    =================    =================    =================

WEIGHTED AVERAGE SHARES OUTSTANDING                      132,695,000          132,695,000          132,695,000          132,695,000
                                                  ==================    =================    =================    =================







                                                           See notes to financial statements.
                                                                           -2-


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<PAGE>
<TABLE>
<CAPTION>


                                                  ABF ENERGY CORP. AND SUBSIDIARY

                                                CONSOLIDATED STATEMENT OF CASH FLOWS

                                                            (Unaudited)


                                                                                                       Nine Months ended
                                                                                                         September 30,
                                                                                             --------------------------------------
                                                                                                   1997                 1996
<S>                                                                                       <C>                   <C>   
                                                                                             -----------------    -----------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net earnings (loss)                                                                   $           (9,121)  $             (480)

     Changes in assets:
         Increase in accounts payable                                                                  12,000            -
                                                                                             -----------------    -----------------

CASH PROVIDED BY (USED IN) OPERATIONS                                                                   2,879                 (480)

CASH FLOWS FROM FINANCING ACTIVITIES:
     Increase in note receivable                                                                    -                         (900)
                                                                                             -----------------    -----------------
         CASH FLOW FROM FINANCING ACTIVITIES                                                        -                         (900)

NET INCREASE (DECREASE) IN CASH                                                                         2,879               (1,380)

CASH - BEGINNING OF PERIOD                                                                              1,317                1,503
                                                                                             -----------------    -----------------

CASH - END OF PERIOD                                                                       $            4,196   $              123
                                                                                             =================    =================
















                                                 See notes to financial statements.
                                                                -3-


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<PAGE>


                         ABF ENERGY CORP. AND SUBSIDIARY

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)


1.       BASIS OF PRESENTATION

                  The accompanying  financial statements reflect all adjustments
         which,  in  the  opinion  of  management,  are  necessary  for  a  fair
         presentation  of  the  financial   position  for  the  interim  periods
         presented.

                  Certain  financial  information  which is normally included in
         financial  statements  prepared in accordance  with generally  accepted
         accounting principles,  but which is not required for interim reporting
         purposes has been  condensed  or omitted.  The  accompanying  financial
         statements should be read in conjunction with the financial  statements
         and notes  thereto as of December 31, 1996  contained in the  Company's
         Annual Report on Form 10- KSB.


























                                       -4-

<PAGE>



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

Results of Operations

The  Company's  operations  during the nine months ended  September 30, 1997 and
September 30, 1996 consisted  solely of collecting  minimum royalty payments due
to the  Company.  Royalty  income  for the nine  months and three  months  ended
September  30, 1997 was  $31,139  and $12,889  compared to $3,500 and $0 for the
nine months and three months ended  September  30, 1996.  General and  operating
expenses of the Company  totaled  $40,260 and $3,980,  for the nine months ended
September 30, 1997 and 1996,  respectively.  This increase is due to an increase
in  the  professional  fees  associated  with  collecting  the  minimum  royalty
payments. As a result, the Company reported losses from operations of $9,121 for
the nine  months  ended  September  30,  1997 and $480 for the  comparable  1996
period.

The Company does not anticipate realizing any significant revenues or conducting
any material  operations unless and until the Company consummates an acquisition
or merger  with an  operating  business  at which time the  Company's  operating
results are expected to reflect  those of the business  acquired or merged with.
Until such time,  the  Company  expects to incur  certain  ongoing  expenses  in
connection with its search for a suitable merger or acquisition candidate.

Liquidity and Capital Resources

The  Company,  at  SEPTEMBER  30,  1997,  had $4,196 in assets  and  liabilities
consisting of certain accrued expenses and loans payable totaling $34,789.

Inflation

Inflation has not been a major factor in the Company's business since inception.
There  can be no  assurances  that this will  continue  if and when the  Company
completes an acquisition or merger.















                                       -5-

<PAGE>





PART II - Other Information

Item 6.           Exhibit and Reports on form 8-K

         A.       Exhibits

                  None.

         B.       Report on Form 8-K

                  None.
































                                       -6-

<PAGE>




                                                    SIGNATURES

         Pursuant to the  requirements  of Section 13 or 15(d) 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.



ABF ENERGY CORP. AND SUBSIDIARY

By: /s/ Adolph Weissman                     Dated:   11/12/97
       Adolph Weissman
       Chairman of the Board and President

By: /s/ Fred J. Miller                      Dated:   11/12/97
       Fred J. Miller
       Director and Secretary











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