UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM 10-Q

MARK ONE:
              (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  For the quarterly period ended March 31, 1999

                                       OR

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

                        For the transition period from to

                           Commission File No. 0-18204

                                AJAY SPORTS, INC.
             ----------------------------------------------------
            (Exact name of Registrant as specified in its charter)

         Delaware                                                 39-1644025
-------------------------------                             --------------------
(State or other jurisdiction of                             (I.R.S.  Employer
 Incorporation or Organization)                              Identification No.)


1501 E. Wisconsin Street,
Delavan, Wisconsin   53115                                 (414) 728-5521
---------------------------------------                 ------------------------
(Address of principal executive offices                 (Registrant's  Telephone
Number, including Zip Code)                              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  report),  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.

            Yes  /x/                              No  / /

Number of shares of common stock outstanding at March 31, 1999 is 3,956,815.

                  Transitional Small Business Disclosure Format

                        Yes               No     x
                            ------            ------


<PAGE>
PART I.     FINANCIAL INFORMATION
<TABLE>
<CAPTION>

Item 1.      FINANCIAL STATEMENTS

                                      AJAY SPORTS, INC. AND SUBSIDIARIES
                                          CONSOLIDATED BALANCE SHEETS
                                               (IN THOUSANDS)


                                                                March 31, 1999               December 31,
                                                                 (Unaudited)                     1998
<S>                                                          <C>                           <C>

ASSETS                                                                      -                           -

Current assets:
     Cash                                                     $            27              $            6
     Marketable  securities                                               418                         396
     Trade accounts receivable, net                                     3,351                       1,889
     Inventories                                                        5,882                       5,680
     Prepaid expenses and other                                           597                         485
                                                                            -                           -
                    Total current assets                               10,275                       8,456

Fixed assets, net                                                       1,656                       1,708
Other assets                                                              142                         179
Deferred tax benefit                                                    1,119                       1,119
Goodwill                                                                1,610                       1,621
                                                                            -                           -
                   Total assets                               $        14,802              $       13,083
                                                                            =                           =

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Notes payable to banks                                  $           195              $          195
      Current portion of capital lease                                      4                           4
      Accounts payable                                                  2,268                       2,225
      Accrued expenses                                                    567                         380
                                                                            -                           -
                    Total current liabilities                           3,034                       2,804

Notes payable to affiliates - long term                                 1,587                       1,587
Notes payable to banks  -  long term                                    7,856                       5,951

Stockholders' equity:
      Preferred stock, 10,000,000 shares authorized, 
        Series B, $0.01 par value,
          12,500 shares outstanding at liquidation value                1,250                       1,250
        Series C, $0.01 par value, 264,177 shares
          outstanding at stated value                                   2,642                       2,642
        Series D, $0.01 par value, 6,000,000 shares                        60                          60
      Common stock, $.01 par value 100,000,000 shares authorized,
          3,956,815 shares outstanding                                     40                          40
Additional paid-in capital                                             14,766                      14,762
Accumulated deficit                                                   (16,472)                    (16,006)
Accumulated unrealized (losses) gains on securities                        39                          (7)
                                                                            -                           -
                                                                   ------------               -------------
            Total stockholders' equity                                  2,325                       2,741
                                                                   ------------               -------------
            Total liabilities and stockholders' equity        $        14,802              $       13,083
                                                                   ============               =============

</TABLE>


                                       2

<PAGE>


                       AJAY SPORTS, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                    (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)



                                                       Three  Months
                                                       Ended March 31,
                                              1999                      1998
                                           ------------             ------------
                                                                                
Net sales                                $        4,263           $       7,598

Cost of sales                                     3,595                   6,330
                                                                               
      Gross profit                                  668                   1,268

Selling, general and                                851                   1,028
   administrative expenses                                                     
      Operating income  (loss)                     (183)                    240

Non-operating expense:
      Interest expense, net                         253                     335
      Other, net                                     26                    (136)
                                             -----------            ------------
      Total non-operating expense                   279                     199
                                             -----------            ------------
Income (loss) before income taxes                  (462)                     41

Income tax expense (benefit)                          -                       -
                                             -----------            ------------
Net income (loss)                         $        (462)           $         41
                                             ============           ============
Basic and diluted earnings per share *    $       (0.14)           $      (0.01)
                                             ============           ============

Weighted average common shares
outstanding                                       3,957                   3,879
                                             ============           ============

Net income (loss) as reported above                (462)                     41
Undeclared cumulative preferred dividends           (91)                    (99)
                                            -------------           ------------
Loss applicable to common stock          $         (553)           $        (58)
                                            =============           ============





*   Computed by dividing net income or loss, after reduction for preferred stock
    dividends, by the weighted average number of common shares outstanding.


                                       3
<PAGE>
<TABLE>
<CAPTION>

                                   AJAY SPORTS, INC. AND SUBSIDIARIES
                                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                                       (IN THOUSANDS), (UNAUDITED)



                                                                                                  Three  Months
                                                                                                Ended  March 31,
                                                                                         1999                    1998
                                                                                       --------                --------            
<S>                                                                                    <C>                     <C>    
Cash flows from operating activities:

     Net income  (loss)                                                               $    (462)               $     41
      Adjustments to reconcile to net cash flows from
      operating activities:
           Depreciation and amortization                                                     95                     101
      Change in assets [(increase)/decrease] and
       liabilities [increase/(decrease)]:
           Trade accounts receivable, net                                                (1,462)                   (939)
            Inventories                                                                    (202)                   (367)
            Prepaid expenses and other current assets                                      (112)                      -
            Other assets                                                                      3                    (155)
            Deferred tax benefits                                                             -                       -
            Accounts payable                                                                 43                     796
            Accrued expenses                                                                187                      25
                                                                                                                     -
                                                                                        --------                ---------
                   Net cash used in operating activities                                 (1,910)                   (498)
                                                                                        --------                ---------
Cash flows from investing activities:
       Acquisitions of fixed assets                                                         (19)                    (23)
                                                                                        --------                ---------           

                    Net cash used in investing activities                                   (19)                    (23)
                                                                                        --------                ---------           
Cash flows from financing activities:
        Proceeds from notes payable to affiliates                                             -                      12
        Net change in notes payable to banks                                               1,904                     374
        Net change in marketable securities                                                  46                       -
                                                                                        --------                ---------

                     Net cash provided by  financing activities                           1,950                     386
                                                                                        --------                ---------
Net increase (decrease) in cash                                                              21                    (135)
Cash at beginning of period                                                                   6                     234
                                                                                        --------                ---------
Cash at end of period                                                                 $      27                $     99
                                                                                        ========                =========          
Supplemental disclosures of cash flow information:
       Cash paid for interest                                                         $     254                $    286
                                                                                        ========                =========
       Cash paid for income tax                                                               -                       -
                                                                                        ========                =========



</TABLE>


                                       4
<PAGE>

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


This report contains forward-looking  statements including statements containing
words such as "believes", "anticipates",  "expects" and the like. All statements
other than  statements  of  historical  fact included in this report are forward
looking statements.  The Company believes that its expectations reflected in its
forward looking statements are reasonable, but it can give no assurance that the
expectations  ultimately will prove to be correct.  Important factors including,
without limitation, statements relating to planned acquisitions,  development of
new products,  the financial  condition of the Company,  the ability to increase
distribution  of the Company's  products,  integration of businesses the Company
has  acquired,  disposition  of any  current  business of the  Company,  and the
Company's  relationship with Williams Controls,  Inc., a related company,  could
cause the Company's actual results to differ  materially from those  anticipated
in these forward-looking  statements.  The Company does not intend to update the
forward looking statements contained in this report.


1.    BASIS OF PRESENTATION

The  condensed  consolidated  financial  statements  included  herein  have been
prepared by Ajay Sports,  Inc. (the "Company") without audit and pursuant to the
rules and regulations of the Securities and Exchange Commission.  In the opinion
of the Company, the financial statements reflect all material adjustments, which
consist only of normal  recurring  adjustments,  necessary to present fairly the
financial  position  of the  Company  at  March  31,  1999  and the  results  of
operations  for the  three-month  periods  ended March 31, 1999 and 1998 and the
cash flows for the same three-month periods.

Certain  information  and footnote  disclosures  normally  included in financial
statements prepared in accordance with generally accepted accounting  principles
have been condensed or omitted pursuant to the SEC rules and regulations dealing
with  interim  financial  statements.  However,  the Company  believes  that the
disclosures  made in the  condensed  financial  statements  included  herein are
adequate to make the  information  presented  not  misleading.  These  condensed
financial statements should be read in conjunction with the financial statements
and notes thereto  included in the Company's  Annual Report on Form 10-K for the
fiscal year ended December 31, 1998.

The year-end  condensed  balance  sheet data was derived from audited  financial
statements,  but does not include all disclosures required by generally accepted
accounting principles.

The interim period results are not  necessarily  indicative of results which may
be  expected  for any other  interim  or for the full  year.  Certain  costs are
estimated for the full year and  allocated to interim  periods based on activity
associated with the interim period. Accordingly,  such costs are subject to year
end adjustment.



                                       5

<PAGE>





2.    INVENTORIES

The major classes of inventories (rounded to thousands) are as follows:


                                  March 31,1999          December 31,1998

    Raw Materials                   $1,439                   $1,493

    Work in Process                  1,301                    1,052

    Finished Goods                   3,142                    3,135
                                   ---------                ---------
                                    $5,882                   $5,680
                                   =========                =========

3.    NOTES PAYABLE TO BANKS


On February 2, 1999, the Company  entered an agreement with Wells for a seasonal
over  advance of up to $750,000  beginning  February  2, 1999.  Half of the over
advance, or up to $375,000, is due to Wells by June 1, 1999 with the other half,
or up to $375,000,  due to Wells by July 1, 1999.  The interest rate on advances
outstanding  on the over  advance is prime plus 2%. The Company does not believe
it will have the funds to repay the over advance due on June 1, 1999 and July 1,
1999 and has requested an extension of the over advance.  The over advance would
be paid back with the collection of seasonal trade accounts receivable.


4.    SEGMENT INFORMATION

The contribution to net sales,  operating income (loss) and identifiable  assets
of the Company's two industry  segments for the quarter ended March 31, 1999 and
1998 (unaudited) are as follows (in thousands):

------------------------------------------------------------------------------

                          Quarter Ended March 31, 1999
                    ----------------------------------------------------------


                                 GOLF

                                 Mass       Specialty
                    Furniture    Merchant   Golf Stores Corporate Consolidated
                    ---------    --------   ----------- --------- ------------

Net Sales           $  2,268     $ 1,954    $     41    $     -    $  4,263

Operating                316        (310)        (35)      (154)       (183)
Profit/(Loss)

Total Assets           4,019       8,997       1,786          -      14,802

Depreciation/             24          58          13          -          95
Amortization

Capital                   19           -           -          -          19
Expenditures

                                       6
<PAGE>

------------------------------------------------------------------------------
                          Quarter Ended March 31, 1998
------------------------------------------------------------------------------

                                 GOLF

                                 Mass       Specialty
                    Furniture    Merchant   Golf Stores Corporate Consolidated
                    ---------    --------   ----------- --------- ------------

Net Sales           $  1,760     $   520     $     -    $      -   $  7,598

Operating                220         273        (110)       (143)       240
Profit/(Loss)

Total Assets           2,930      12,061       2,872           -     17,863

Depreciation/             26          55          20           -        101
Amortization

Capital                   23           -           -           -         23
Expenditures
------------------------------------------------------------------------------


5.    DIVIDENDS

Dividends on Series B and C Convertible  Preferred  Stock have not been declared
in 1998 or 1999 due to  unavailability  of funds.  Dividends are permitted to be
paid under the Wells loan  agreement  when  sufficient  funds become  available.
Dividends are in arrears on Series B in the amount of $1,031,575 and on Series C
in the amount of $642,218.

                                       7
<PAGE>


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



See  "Cautionary  Statement"  at the  beginning  of the  "Notes to  Consolidated
Financial Statements".

FINANCIAL  CONDITION - At March 31,  1999 the  Company  had  working  capital of
$7,241,000  as compared  with  $5,652,000  at December  31,  1998.  The ratio of
current  assets  to  current  liabilities  at  March  31,  1999 was 3.4 to 1, as
compared  to 3.0 at  December  31,  1998.  The  Company's  borrowings  increased
$1,905,000 since December 31, 1998. This financed a $1,462,000 increase in trade
accounts  receivables and a $202,000 increase in inventories  during the quarter
as a result of a seasonally increase in sales during the quarter.

LIQUIDITY - The seasonal nature of the Company's sales creates  fluctuating cash
flow due to the  temporary  build up of  inventories  in  anticipation  of,  and
receivables  during, the peak seasonal period,  which historically has been from
February  through May of each year. The Company has relied and continues to rely
heavily on revolving credit facilities for its working capital requirements.

During  the  Company's  first  quarter,  operating  cash  flow was  negative  by
$1,910,000 which was primarily financed by increased borrowing from banks.

On February 2, 1999, the Company  entered an agreement with Wells for a seasonal
over  advance of up to  $750,000  to begin  February  2, 1999.  Half of the over
advance, or up to $375,000, is due to Wells by June 1, 1999 with the other half,
or up to $375,000,  due to Wells by July 1, 1999.  The interest rate on advances
outstanding  on the over  advance is prime plus 2%. The Company does not believe
it will have the funds to repay the over advance due on June 1, 1999 and July 1,
1999 and has requested an extension of the over advance.  The over advance would
be paid back with the collection of seasonal trade accounts receivable.

On April 9, 1999,  the  Registrant  announced that it has signed an agreement to
purchase all outstanding capital stock of Pro Golf of America,  Inc., franchiser
of Pro Golf(R) Discount retail golf stores for $10,500,000 cash. Pro Golf is the
largest  `golf-only' store franchiser in the world, with  approximately  160-170
stores in the US, Canada and the  Philippines.  Pro Golf opened one of America's
first `off-course'  retail golf stores in 1962,  virtually  inventing the retail
and discount golf store  concept.  The company began  franchising  in 1975,  and
today its  franchised  stores  generate over $230 million in golf  equipment and
apparel sales through the off-course golf shop  distribution  channel each year.
The stores  offer a full line of golf  products  from major golf  manufacturers,
exclusive  private label  product  lines,  and  specialized  services  including
computer  swing  analysis and custom club fitting.  A $100,000  deposit has been
made toward the  acquisition.  The Company's due diligence  efforts are underway
and it has retained an investment  banker to raise a  combination  of bank debt,
mezzanine  financing and equity to finance the purchase price.  This acquisition
is expected to be completed  through a newly formed  subsidiary  which will be a
majority,  but not wholly owned,  subsidiary  of the company.  The company needs
additional funds to continue operations and is in the process of raising capital
through the  acquisition of Pro Golf of America,  Inc. If the financing plan for
this  transaction is successful,  management  expects that it will generate some
additional funds for Ajay cash flow needs, although the amount

                                       8
<PAGE>


Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS  (Cont'd)


which may be available to the company  cannot be predicted with any certainty at
the date of this report.

RESULTS OF  OPERATIONS - During the quarter  ended March 31,  1999,  the Company
reported  net  sales of  $4,263,000,  a 44%  decrease  compared  to net sales of
$7,598,000  for the same  period  in 1998.  Outdoor  furniture  sales  increased
$508,000  primarily due to increased volume.  Sales decreased  $3,364,000 in the
mass  merchant golf segment and $479,000 in the  specialty  golf store  segment.
Sales during first quarter of 1998 reflected $1.8 million in golf glove and golf
cart sales achieved under a special  program not repeated in 1999. The accessory
line decreased  $600,000  resulting from  discontinuation  of certain  accessory
products by two major customers.  A decline in sales of $800,000 attributable to
bags and the decline in the sales in the  specialty  golf store segment were due
to a market wide over stock of bags.

Gross  profit for the three  months  ended March 31, 1999 was $668,000 or 16% of
sales,  compared to $1,268,000 or 17% for the same period in 1998.  Gross profit
on furniture  sales was $587,000 or 26% of sales this year  compared to $414,000
or 24% last  year.  The  slight  improvement  in gross  profit in the  furniture
segment  is  attributable  to  better  material  utilization  in the  production
process.  Gross  profit  on golf  sales  was  $80,000  or 4% of sales  this year
compared  to $781,000 or 14% of sales last year.  This  significant  decrease in
gross profit is due to the unfavorable  absorption of fixed overheads due to the
lower sales level.

Selling,  general and administrative  expenses were $851,000 or 20% of sales for
the first quarter of 1999, versus $1,028,000 or 14% in the same period the prior
year. The lower expenses are related to reduced volume.

Interest  expense  decreased by $82,000  reflecting a lower interest rate.  Last
year  non-operating  income of  $136,000  reflected  the  result of a  favorable
judgment from a lawsuit settlement.  As a result of the above factors,  net loss
for the first  quarter ended March 31,1999 was  $(462,000)  which  compares to a
prior year income of $41,000 for the same period.


                                       9
<PAGE>



PART II.  OTHER INFORMATION


Item 5.  OTHER INFORMATION

On April 9, 1999,  the  Registrant  announced that it has signed an agreement to
purchase all outstanding capital stock of Pro Golf of America,  Inc., franchiser
of Pro Golf(R) Discount retail golf stores. Pro Golf is the largest  `golf-only'
store  franchiser in the world,  with  approximately  160-170  stores in the US,
Canada and the Philippines.  Pro Golf opened one of America's first `off-course'
retail golf stores in 1962,  virtually  inventing  the retail and discount  golf
store concept.  The company began  franchising in 1975, and today its franchised
stores  generate  over $230 million in golf  equipment and apparel sales through
the off-course golf shop distribution channel each year. The stores offer a full
line of golf products  from major golf  manufacturers,  exclusive  private label
product lines, and specialized  services  including  computer swing analysis and
custom club fitting.  A $100,000  deposit has been made toward the  acquisition.
The  Company's  due  diligence  efforts  are  underway  and it has  retained  an
investment banker to raise a combination of bank debt,  mezzanine  financing and
equity to finance  the  purchase  price.  This  acquisition  is  expected  to be
completed  through a newly formed  subsidiary which will be a majority,  but not
wholly owned, subsidiary of the company.


Item 6.      EXHIBITS AND REPORTS ON FORM 8-K

         A)  Exhibits

             10.1 Stock Purchase  Agreement dated April 8, 1999 for the purchase
                  of Pro Golf of America, Inc.

             27   Financial Data Schedule


         B)  Forms 8-K

         1)  The Company  filed a Form 8-K dated March 8, 1999  reporting  under
             Item 5 that it had  signed a license  agreement  with  Gary  Player
             Group, Inc.


                                       10
<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.



AJAY SPORTS, INC.




By:    /s/Robert R. Hebard
   -------------------------
Its: Duly Authorized Officer






By:    /s/Barb Wargolet
   ----------------------
Its: Corporate Controller



Date:      May 14, 1999
     --------------------





                                       11