ABF ENERGY CORP
10QSB, 1998-05-08
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 March 31, 1998

                                       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.

                   2 Winthrop Lane, Scarsdale, New York 10583
               (Address of Principal Executive Office) (Zip Code)

                                  914-725-5474
               (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 March 31, 1998 was 132,695,000 shares.





<PAGE>



                         ABF ENERGY CORP. AND SUBSIDIARY

                                      INDEX


PART I - FINANCIAL INFORMATION:

   Item 1.  Financial Statements

        Consolidated Balance Sheet - March 31, 1998.........................  1

        Consolidated Statement of Operations - For the Three Months Ended
        March 31, 1998 and 1997.............................................  2

        Consolidated Statement of Cash Flows - For the Three Months Ended
        March 31, 1998 and 1997.............................................  3

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

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

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

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



<PAGE>
                         PART 1. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                         ABF ENERGY CORP. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                                                                   March 31,
                                                                     1998
                                                             -------------------

                                     ASSETS

CURRENT ASSETS:
     Cash                                                  $             22,658
                                                             ===================



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
     Accounts payable and accrued expenses                 $             23,315
     Loans payable                                                        7,500
                                                             -------------------
         TOTAL CURRENT LIABILITIES                                       30,815

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                                             (1,785,485)
     Treasury stock - at cost                                              (974)
                                                             -------------------
            TOTAL STOCKHOLDERS' EQUITY                                   (8,157)
                                                             -------------------
                                                           $             22,658
                                                             ===================




                       See notes to financial statements.
                                       -1-


<PAGE>
                        ABF ENERGY CORP. AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF OPERATIONS

                                   (Unaudited)



                                                     Three Months Ended
                                                         March 31,
                                          --------------------------------------
                                               1998                 1997
                                          ----------------   -------------------

REVENUES:
     Royalties                          $          19,433  $             16,250
                                          ----------------   -------------------


EXPENSES:
     General and administrative                    16,830                22,593
                                          ----------------   -------------------

NET EARNINGS (LOSS)                     $           2,603  $             (6,343)
                                          ================   ===================

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

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






                       See notes to financial statements.
                                       -2-

<PAGE>
                        ABF ENERGY CORP. AND SUBSIDIARY

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                   (Unaudited)


                                                 Three Months Ended
                                                      March 31,
                                            ------------------------------------
                                                  1998                1997
                                            -----------------    ---------------
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net earnings (loss)                  $            2,603   $         (6,343)

     Changes in assets:
         Increase in accounts payable                  6,000             10,000
                                             ----------------    ---------------

CASH PROVIDED BY (USED IN) OPERATIONS                  8,603              3,657

CASH - BEGINNING OF PERIOD                            14,055              1,317
                                             ----------------    ---------------

CASH - END OF PERIOD                      $           22,658   $          4,974
                                             ================    ===============




                       See notes to financial statements.
                                       -3-



<PAGE>



                         ABF ENERGY CORP. AND SUBSIDIARY

                          NOTES TO FINANCIAL STATEMENTS

                                   (Unaudited)


1.       BASIS OF PRESENTATION

                  The accompanying  unaudited  consolidated financial statements
         of ABF Energy Corp.  (the  "Company")  have been prepared in accordance
         with generally  accepted  accounting  principles for interim  financial
         information and with the  instructions to Form 10-QSB and Article 10 of
         Regulation S-X. Accordingly, they do not include all of the information
         and footnotes required by generally accepted accounting  principles for
         complete  financial  statements.  In the  opinion  of  management,  all
         adjustments considered necessary for a fair presentation (consisting of
         normal  recurring  accruals)  have been  included.  The  preparation of
         financial  statements in conformity with generally accepted  accounting
         principles  requires  management to make estimates and assumptions that
         affect the reported amounts of assets and liabilities and disclosure of
         contingent  assets  and  liabilities  at  the  date  of  the  financial
         statements and the reported amounts of revenues and expenses during the
         reporting  period.  Actual  results could differ from those  estimates.
         Operating  results for the three month  period ended March 31, 1998 are
         not necessarily  indicative of the results that may be expected for the
         year ending  December 31, 1998. For further  information,  refer to the
         consolidated financial statements and footnotes thereto included in the
         Company's  Annual Report on Form 10-KSB for the year ended December 31,
         1997.








                                       -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 three months ended March 31, 1998 and March
31, 1997  consisted  solely of collecting  minimum  royalty  payments due to the
Company.  Royalty  income for the three  months ended March 31, 1998 was $19,433
compared  to $16,250 for the three  months  ended  March 31,  1997.  General and
operating expenses of the Company totaled $16,830 and $22,593,  for the quarters
ended March 31, 1998 and 1997,  respectively.  As a result, the Company reported
income from operations of $2,603 for the three months ended March 31, 1998 and a
loss from operations of $6,343 for the comparable 1997 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 March 31, 1998, had $22,658 in assets and liabilities consisting
of certain accrued expenses and loans payable totaling $30,815.

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:   05/08/98
       Adolph Weissman
       Chairman of the Board and President

By: /s/ Fred J. Miller                      Dated:   05/08/98
       Fred J. Miller
       Director and Secretary











                                       -7-


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<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                                          0000354195       
<NAME>                        ABF Energy
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-07-1998
<PERIOD-END>                                   MAR-31-1998
<EXCHANGE-RATE>                                1
<CASH>                                         22,658
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               22,658
<PP&E>                                         0
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 22,658
<CURRENT-LIABILITIES>                          30,815
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       7,609
<OTHER-SE>                                     (15,766)
<TOTAL-LIABILITY-AND-EQUITY>                   22,658
<SALES>                                        19,433
<TOTAL-REVENUES>                               19,433
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               16,830
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                2,603
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            2,603
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   2,603
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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