ABF ENERGY CORP
10QSB, 1998-08-04
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 June 30, 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 June 30, 1998 was 132,695,000 shares.




<PAGE>




                         ABF ENERGY CORP. AND SUBSIDIARY

                                      INDEX
<TABLE>
<CAPTION>
                                                                                                               Page
                                                                                                             Number
<S>                                                                                                              <C>   
PART I - FINANCIAL INFORMATION:

         Item 1.  Financial Statements

                  Consolidated Balance Sheet - June 30, 1998....................................................  1

                  Consolidated Statement of Operations - For the Six Months Ended
                  June 30, 1998 and 1997........................................................................  2

                  Consolidated Statement of Cash Flows - For the Six Months Ended
                  June 30, 1998 and 1997........................................................................  3

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

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

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

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





</TABLE>

<PAGE>

                          PART 1. FINANCIAL INFORMATION

                          Item 1. Financial Statements

                         ABF ENERGY CORP. AND SUBSIDIARY

                           CONSOLIDATED BALANCE SHEET

                                   (Unaudited)

                                                                    June 30,
                                                                      1998
                                                            --------------------

                                     ASSETS

CURRENT ASSETS:
  Cash                                                    $              22,461
                                                            ====================



                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                   $              18,154
  Loans payable                                                           7,500
                                                            --------------------
      TOTAL CURRENT LIABILITIES                                          25,654

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                                                (1,780,521)
  Treasury stock - at cost                                                 (974)
                                                            --------------------
      TOTAL STOCKHOLDERS' EQUITY                                         (3,193)
                                                            --------------------

                                                          $              22,461
                                                            ====================



                       See notes to financial statements.
                                       -1-
<PAGE>

<TABLE>
<CAPTION>
                                   ABF ENERGY CORP. AND SUBSIDIARY

                                CONSOLIDATED STATEMENT OF OPERATIONS

                                            (Unaudited)



                                                       Three Months Ended                            Six Months Ended
                                                            June 30,                                     June 30,
                                           -------------------------------------------   ------------------------------------------
                                                    1998                   1997                   1998                   1997
                                           --------------------   --------------------   -------------------    -------------------
<S>                                     <C>                    <C>                    <C>                    <C>  
REVENUES:
     Royalties                           $              29,045  $               2,000  $             48,478   $             18,250
                                           --------------------   --------------------   -------------------    -------------------


EXPENSES:
     General and administrative                         24,082                  8,146                40,912                 30,738
                                           --------------------   --------------------   -------------------    -------------------

NET EARNINGS (LOSS)                      $               4,963  $              (6,146) $              7,566   $            (12,488)
                                           ====================   ====================   ===================    ===================

NET EARNINGS (LOSS) PER SHARE            $                0.00  $                (0.0) $               0.00   $              (0.00)
                                           ====================   ====================   ===================    ===================

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

</TABLE>



                       See notes to financial statements.
                                       -2-
<PAGE>
                                     ABF ENERGY CORP. AND SUBSIDIARY

                                  CONSOLIDATED STATEMENT OF CASH FLOWS

                                              (Unaudited)

<TABLE>
<CAPTION>
                                                                                             Six Months Ended
                                                                                                  June 30,
                                                                                ------------------------------------------
                                                                                       1998                   1997
                                                                                --------------------   -------------------
<S>                                                                          <C>                     <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net earnings (loss)                                                      $               7,566  $            (12,488)

     Changes in assets:
         Increase in accounts payable                                                           841                12,000
                                                                                --------------------   -------------------

CASH PROVIDED BY (USED IN) OPERATIONS                                                         8,407                  (488)
                                                                                --------------------   -------------------

NET INCREASE (DECREASE) IN CASH                                                               8,407                  (488)

CASH - BEGINNING OF PERIOD                                                                   14,054                 1,317
                                                                                --------------------   -------------------

CASH - END OF PERIOD                                                          $              22,461  $                829
                                                                                ====================   ===================



</TABLE>

                       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 six month period ended June 30, 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 six months ended June 30, 1998 and June 30,
1997 consisted solely of collecting minimum royalty payments due to the Company.
Royalty income for the six and three months ended June 30, 1998 were $48,478 and
$29,045  compared to $18,250 and $2,000 for the six and three  months ended June
30, 1997.  General and  operating  expenses of the Company  totaled  $40,912 and
$24,082, for the six and three months ended June 30, 1998 and $30,738 and $8,146
for the six and three  months  ended June 30,  1997.  As a result,  the  Company
reported  income  from  operations  of $7,566  and  $4,963 for the six and three
months  ended June 30, 1998 and net loss from  operations  of $12,488 and $6,146
for the comparable 1997 periods.

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 June 30, 1998, had $22,461 in assets and liabilities  consisting
of certain accrued expenses and loans payable totaling $25,654.

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:   07/31/98
       Adolph Weissman
       Chairman of the Board and President

By: /s/ Fred J. Miller                      Dated:   07/31/98
       Fred J. Miller
       Director and Secretary




                                       -7-


<TABLE> <S> <C>


<ARTICLE>                     5
<LEGEND>
     (Replace this text with the legend)
</LEGEND>
<CIK>                         0000354195
<NAME>                        ABF ENERGY CORP.
<MULTIPLIER>                                   1
<CURRENCY>                                     U.S. DOLLARS
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                              DEC-31-1998
<PERIOD-START>                                 JAN-01-1998
<PERIOD-END>                                   JUN-30-1998
<EXCHANGE-RATE>                                1
<CASH>                                         22,461
<SECURITIES>                                   0
<RECEIVABLES>                                  0
<ALLOWANCES>                                   0
<INVENTORY>                                    0
<CURRENT-ASSETS>                               22,461
<PP&E>                                         0
<DEPRECIATION>                                 0
<TOTAL-ASSETS>                                 22,461
<CURRENT-LIABILITIES>                          25,654
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       7,609
<OTHER-SE>                                     (10,802)
<TOTAL-LIABILITY-AND-EQUITY>                   22,461
<SALES>                                        0
<TOTAL-REVENUES>                               48,478
<CGS>                                          0
<TOTAL-COSTS>                                  0
<OTHER-EXPENSES>                               40,912
<LOSS-PROVISION>                               0
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                7,566
<INCOME-TAX>                                   0
<INCOME-CONTINUING>                            7,566
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   7,566
<EPS-PRIMARY>                                  0
<EPS-DILUTED>                                  0
        


</TABLE>


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