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 September 30, 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
 including Zip Code)                                   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  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 9/30/99 is 4,204,871

                Transitional Small Business Disclosure Format
                              Yes        No X
                                 ----      ----


<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.
<PAGE>

PART I.     FINANCIAL INFORMATION

Item 1.      FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

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

                                                                September 30, 1999          December 31,
                                                                    (Unaudited)                 1998
ASSETS                                                          -------------------        ---------------
<S>                                                           <C>                         <C>
Current assets:
     Cash                                                     $            434            $             6
     Marketable  securities                                                387                        396
     Trade accounts receivable, net                                      2,914                      1,889
     Inventories                                                         4,232                      5,680
     Prepaid expenses and other                                            863                        485
                                                                --------------              -------------
                    Total current assets                                 8,830                      8,456

Fixed assets, net                                                        1,677                      1,708
Other assets                                                               213                        179
Deferred tax benefit                                                     5,741                      1,119
Goodwill                                                                 1,588                      1,621
Trademarks                                                               6,989                          -
                                                                --------------              -------------
                   Total assets                               $         25,038            $        13,083
                                                                ==============              =============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
      Notes payable to banks                                  $          8,538            $           195
      Current portion of capital lease                                       4                          4
      Accounts payable                                                   3,770                      2,225
      Accrued expenses                                                   1,036                        380
                                                                --------------             --------------
                    Total current liabilities                           13,348                      2,804

Notes payable to affiliates - long term                                  2,087                      1,587
Notes payable to banks  -  long term                                     5,547                      5,951
Notes payable                                                            2,070                          -
                                                                --------------             --------------
                    Total  liabilities                                  23,052                     10,342

 Minority Interest in Subsidiary                                            24                          -

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, 217,939 shares
                 outstanding at stated value                             2,179                      2,642
            Series D, $0.01 par value, 6,000,000 shares                     60                         60
      Common stock, $.01 par value 100,000,000 shares authorized,
                 4,091,091 and 3,956,815 shares outstanding, respectively   41                         40
Additional paid-in capital                                              15,527                     14,762
Accumulated deficit                                                    (17,104)                   (16,006)
Accumulated unrealized (losses) gains on securities                          9                         (7)
                                                                --------------             --------------
            Total stockholders' equity                                   1,962                      2,741
                                                                --------------             --------------
            Total liabilities and stockholders' equity        $         25,038            $        13,083
                                                                ==============             ==============


</TABLE>



<PAGE>

<TABLE>
<CAPTION>



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

<S>                                               <C>               <C>              <C>                 <C>

                                                             Three Months                        Nine Months
                                                          Ended September 30,                 Ended September 30,
                                                        1999              1998              1999              1998
                                                        ----              ----              ----              ----

Net sales                                          $   2,684         $   4,214         $  11,507         $  20,803

Cost of sales                                          2,081             3,619             9,719            17,284
                                                   ---------         ---------         ---------         ---------
      Gross profit                                       603               595             1,788             3,519

Selling, general and                                   1,855               857             3,692             3,063
   administrative expenses                         ---------         ---------         ---------         ---------

      Operating income                                (1,252)             (262)           (1,904)              456

Non-operating expense:
      Interest expense, net                              409               263               937               913
      Other, net                                          61               100              (131)                2
                                                   ---------         ---------         ----------        ---------
      Total non-operating expense                        470               363             1,068               915
                                                   ---------         ---------         ----------        ---------
Income (loss) before income taxes                     (1,722)             (625)           (2,971)             (459)

Income tax expense (benefit)                            (603)                -              (878)                -
                                                   ---------         ---------         ----------        ---------
Net income (loss)                                  $  (1,119)        $    (625)        $  (2,093)        $    (459)
                                                   =========         =========         ==========        =========
Basic and diluted earnings per share*              $   (0.28)        $   (0.18)        $   (0.53)        $   (0.19)
                                                   =========         =========         ==========        =========
Weighted average common shares outstanding             3,957             3,920             3,957             3,892
                                                   =========         =========         ==========        =========






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


</TABLE>
<PAGE>

<TABLE>
<CAPTION>

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



                                                                                           Nine Months
                                                                                        Ended  September  30,
                                                                                   1999                    1998
                                                                                   ----                    ----
<S>                                                                      <C>                     <C>
Cash flows from operating activities:

     Net income  (loss)                                                  $       (2,093)         $         (459)
      Adjustments to reconcile to net cash flows from
      operating activities:
           Depreciation and amortization                                            303                     273
      Change in assets [(increase)/decrease] and
       liabilities [increase/(decrease)]:
           Trade accounts receivable, net                                        (1,025)                  2,237
            Inventories                                                           1,448                   1,066
            Prepaid expenses and other current assets                              (377)                   (242)
            Other assets                                                            (34)                    (81)
            Deferred tax benefits                                                (3,624)
            Accounts payable                                                      1,545                  (1,985)
            Accrued expenses                                                        656                    (172)
            Trademarks                                                           (6,989)                      -
                                                                          --------------          --------------
                   Net cash used in operating activities                        (10,190)                    637
                                                                          --------------          --------------
Cash flows from investing activities:
       Acquisitions of fixed assets                                                (234)                   (153)
                                                                          --------------          --------------
                    Net cash used in investing activities                          (234)                   (153)
                                                                          --------------          --------------
Cash flows from financing activities:
        Net change in notes payable to banks                                      7,939                  (2,513)
        Net proceeds from notes payable to  affiliates                              500                   2,315
        Net proceeds from notes payable                                           2,070                       -
        Net change from conversion of preferred stock                               303                       -
        Net change in marketable securities                                          16                    (500)
        Net change to minority interest                                              24                       -
                                                                          --------------         ---------------
                     Net cash provided by  financing activities                  10,852                    (698)
                                                                          --------------         ---------------
Net increase (decrease) in cash                                                     428                    (214)
Cash at beginning of period                                                           6                     234
                                                                          --------------         ---------------
Cash at end of period                                                    $          434         $           20
                                                                          ==============         ===============
Supplemental disclosures of cash flow information:
       Cash paid for interest                                            $          622         $          899
                                                                          ==============         ===============
       Cash paid for income tax                                                       -                       -
                                                                          ==============         ===============

</TABLE>

<PAGE>

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 adjustments,  which consist
only of normal recurring adjustments,  necessary to present fairly the financial
position of the Company at September 30, 1999 and the results of operations  for
the three and nine-month  periods ended September 30, 1999 and 1998 and the cash
flows for the same nine-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  period,  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.



<PAGE>


2.    INVENTORIES

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



                           September 30,             December 31,
                              1999                       1998

Raw Materials                $1,086                     $1,493

Work in Process               1,103                      1,052

Finished Goods                2,043                      3,135
                              -----                      -----

                             $4,232                    $ 5,680
                              =====                      =====


3.    NOTES PAYABLE TO BANKS

On February 2, 1999, the Company  entered an agreement with Wells Fargo Bank for
a seasonal over advance of up to $750,000  beginning  February 2, 1999. The full
amount of this over advance is due on December 1,1999.  The  interest  rate on
advances outstanding on the over advance is prime plus 2%.

On June 23,  1999 the  Company,  through  a newly  formed  subsidiary,  Pro Golf
International,  Inc. increased its borrowings by $8,500,000 with a 75-day bridge
loan from Comerica Bank. The proceeds of this loan were used toward the purchase
of 100% of the outstanding common stock of Pro Golf of America, Inc. The loan is
due on the earlier of demand or March 15, 2000. The company is in the process of
converting  this  loan  into  long-term  financing.   The  Company  expects  the
refinancing to be completed during the first quarter of 2000.




<PAGE>

4.    SEGMENT INFORMATION

The contribution to net sales,  operating income (loss) and identifiable  assets
of the  Company's  industry  segments  for the  quarter  and nine  months  ended
September 30, 1999 and 1998 (unaudited) are as follows (in thousands):
<TABLE>
<CAPTION>
<S>                   <C>            <C>       <C>           <C>        <C>         <C>
-------------------------------------------------------------------------------------------------

                        Quarter Ended September 30, 1999
                                 GOLF
                             ----------------------
                                      Mass
                         Furniture    Merchant   Specialty   Franchise   Corporate  Consolidated
                         ---------    --------   Golf        ---------   ---------  -------------
                                                 Stores
                                                 ----------
Net Sales                   $ 260   $  1,264     $ 165       $  995      $   -      $  2,684

Operating Profit/(Loss)      (483)      (639)      (30)          45       (146)       (1,253)

Total Assets                2,137      7,822     1,623       12,854          -        24,436

Depreciation/Amortization      30         58        13            6          -           107

Capital Expenditures            0         25         -           81          -           106
--------------------------------------------------------------------------------------------------
--------------------------------------------------------------------------------------------------

                        Quarter Ended September 30, 1998
                                GOLF
                             ----------------------

                                      Mass       Specialty
                         Furniture    Merchant   Golf        Franchise   Corporate   Consolidated
                         ---------    --------   Stores      ---------   ---------   ------------
                                                 ---------
Net Sales                  $  285    $ 3,795     $  134      $     -     $   -       $  4,214

Operating Profit/(Loss)      (286)       211       (104)           -       (83)          (262)

Total Assets                1,875      9,879      2,042            -         -         13,797

Depreciation/Amortization      24         57         11            -         -             92

Capital Expenditures           40         38          -            -         -             78
--------------------------------------------------------------------------------------------------

<PAGE>

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

                      Nine Months Ended September 30, 1999
                                  GOLF
                               ----------------------

                                     Mass
                         Furniture   Merchant   Specialty    Franchise   Corporate    Consolidated
                         ---------   --------   Golf         ---------   ---------    -------------
                                                Stores
                                                ---------
Net Sales                 $ 4,425    $  5,690   $  397       $  995      $   -        $  11,507

Operating Profit/(Loss)      (71)      (1,224)    (100)          45       (554)          (1,904)

Total Assets               2,137        8,425    1,623       12,854          -           25,038

Depreciation/Amortization     84          174       39            6          -              303

Capital Expenditures          77           69        -          (12)         -              134
----------------------------------------------------------------------------------------------------
----------------------------------------------------------------------------------------------------

                      Nine Months Ended September 30, 1998
                                  GOLF
                               ----------------------

                                       Mass       Specialty
                         Furniture     Merchant   Golf       Franchise   Corporate    Consolidated
                         ---------     --------   Stores     ---------   ---------    ------------
                                                  ---------
Net Sales                  $ 3,235      $16,442   $  1,126   $    -      $   -        $  20,803

Operating Profit/(Loss)        (27)       1,229       (344)       -       (402)             456

Total Assets                 1,875        9,879      2,043        -          -           13,797

Depreciation/Amortization       73          167         33        -          -              273

Capital Expenditures           102           51          -       81          -              234
----------------------------------------------------------------------------------------------------


The franchise  segment was added late during the second quarter of 1999 upon the
completion of the acquisition of Pro Golf.

</TABLE>

<PAGE>


5.    DIVIDENDS

          Dividends on Series B and C Convertible  Preferred Stock have not been
     declared for 1997, 1998 or 1999 due to unavailability  of funds.  Dividends
     are in arrears on Series B in the amount of  $1,081,575  and on Series C in
     the amount of $762,747. Dividends are permitted to be paid under the credit
     agreement when sufficient funds become available.


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 September 30, 1999,  the Company had negative  working
capital of $4,518,000 as compared with positive $5,652,000 at December 31, 1998.
The ratio of current  assets to current  liabilities  at September  30, 1999 was
(.7) to 1, as compared to 3.0 as of December 31, 1998. The Company's  borrowings
increased  $10,509,000  since  December 31, 1998.  The  acquisition  of Pro Golf
during June, 1999 increased borrowings $10,570,000 through a combination of bank
note payable and private  investment.  Operations reduced borrowings during this
time by $61,000.  Contributing to the negative  working capital is the temporary
classification of the Comerica loan for $8,343,000 as a current  liability.  The
Company has temporarily extended this short-term financing  arrangement while it
negotiates  the terms of  converting  it to  long-term  financing  with the same
lender. The Company expects to have the long-term financing completed during the
first quarter of 2000.

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.  At
September  30,1999,  the  Company  had not repaid its  seasonal  overadvance  of
$750,000 obtained from Wells Fargo Bank in February 1999. The full amount of the
overadvance  has been  extended  through  December  1,  1999.  During  the third
quarter, the Company has not been able to comply with the tangible net worth and
aggregate  working  capital  financial  covenants in its credit  agreement  with
Wells.  Wells has granted a waiver to the Company relative to its non-compliance
with  these  covenants.  Wells is in the  process  of  reviewing  the  covenants
relative to the Company's  financial  position for the purpose of resetting them
on or before December 1, 1999.

During the first nine months of the year,  the operating  cash flow was positive
by $428,000, attributable to the Pro Golf acquisition.


During 1999, the Company has had fewer  opportunities  to supply its products to
mass  merchants.  The loss of mass merchant  customers has resulted in increased
inventory  levels  and lower  sales  than  anticipated.  This has had a material
adverse effect on the Company's  liquidity  position.  The Company is in need of
substantial  additional capital.  Management is considering various alternatives
for  raising  additional  capital,  including  the  sale of  equity  securities,
possible acquisitions and dispositions of assets,  although no specific plan has
been  adopted at the date of this  report.  The  Company is  negotiating  with a
financial advisor to assist in its capital raising efforts.


<PAGE>

The Company acquired the franchising operations of Pro Golf Discount late in the
second quarter of 1999. Management effected this acquisition because it believed
that the long-term  potential of the franchising  operations,  combined with the
ability  of  the  franchise   operations  to  provide   additional   avenues  of
distribution  for the Company's  products  through sales to the franchise system
and through Internet online distribution,  would be a good strategic fit for the
Company.  During  the  second  half of 1999 a  substantial  amount  of time  and
financial  resources  were  required to effect the  transition,  which  included
implementation  of major  revisions  to the  franchise  offering  documents  and
franchise  agreement.  Based on the strategic  plan developed by the Company for
expansion  of the Pro Golf  franchising  operations  and the changes made in the
franchising  documents  the  Company  believes  the  asset  value  of  this  new
subsidiary  has increased  substantially  since  completion of the  acquisition.
Although some positive financial benefits are expected during the fourth quarter
of 1999, the Company  anticipates that the positive  financial benefits from the
synergies which made this acquisition an attractive  opportunity for the Company
will increase significantly during 2000.

<PAGE>




RESULT OF OPERATIONS - During the quarter ended  September 30, 1999, the Company
had net sales of $2,684,000,  a 36% decrease compared to $4,214,000 for the same
period in 1998.  Outdoor  furniture  sales  increased  $61,000  primarily due to
increased volume.  Sales decreased  $2,518,000 in the mass merchant golf segment
and were flat in the  specialty  golf  store  segment.  Sales  during  the third
quarter  of 1998  reflected  $1.3  million  in golf  glove and golf  cart  sales
achieved  under a special  program not  repeated  in 1999.  The  accessory  line
decreased $108,000 resulting from  discontinuation of certain accessory products
by two major customers.  A decline in sales of $156,000 attributable to bags and
the decline in sales in the  specialty  golf store  segment were due to a market
wide over stock of bags. The balance of the sales decrease is due to the general
decline in golf sales being experienced throughout the industry.

The Company has  redesigned its bag line for the 2000 season and expects this to
result in increased sales. The Company also anticipates  increasing its sales as
a result of its acquisition of Pro Golf of America during the remainder of 1999,
by  additional  sales to Pro Golf  franchisees,  additional  profits  due to the
operations of its newly formed  subsidiary  Prestige Golf, Inc. and expansion of
Pro Golf.  Additionally,  the Company is exploring  acquisition  candidates  and
additional  private  label  products  which will help broaden its product  line,
improve its cash flow, and provide it access to a broader customer base.

Gross  profit for the three months  ended  September  30, 1999 was 22% of sales,
compared to 14% for the same period of the prior year. Gross profit for the nine
months ended  September  30, 1999 was 15% of sales  compared to 17% for the same
period of the prior year. The significant increase in gross profit is due to the
acquisition of Pro Golf.

Selling,  general and  administrative  expenses were  $1,855,000 for the current
quarter as  compared to $857,000  for the same  quarter of the prior year.  On a
year to date  nine  months  basis,  SG&A was  $3,692,000  for the  current  year
compared to $3,063,000 in the prior year. As a percent of sales,  SG&A increased
from  20% for the  current  quarter  of the  prior  year to 69% for the  current
quarter of the current year and it increased by 8 percentage points for the nine
months  period to 21% for the  current  year from 15% for the  prior  year.  The
higher expenses are related to the  acquisition of Pro Golf.  Subsequent to June
30,  1999,  the  Company  began  a  significant  expense-reduction  program  and
anticipates  implementing  actions that will reduce operating  expenses by up to
$1,000,000 (annualized) by the end of 1999.

Interest expense  increased by $146,000 during the quarter and on a year to date
basis by $24,000  for the nine  months as  compared to the prior year due to the
acquisition of Pro Golf.



<PAGE>


Net loss for the quarter  ended  September 30, 1999 was  $1,119,000  compared to
$625,000  net loss for the same  quarter  of the prior  year.  On a year to date
basis, net loss is $2,093,000 compared to $459,000 year to date net loss for the
comparable prior year 9-month period.


PART II.  OTHER INFORMATION


Item 5.  OTHER INFORMATION.


During October 1999 Pro Golf signed  internationally  known golf pro Gary player
to be  its  corporate  spokesman  through,  at  least,  December  31,  2001.  An
advertising  campaign  featuring Mr. Player is in  production,  targeted at both
increasing retail sales in stores and helping to sell new franchises.  Ajay also
has a license to produce and sell certain Gary Player golf products. Pro Golf is
also planning to begin providing additional services to its franchisees designed
to help them increase sales and become more profitable.


<PAGE>


Item 6.     EXHIBITS AND REPORTS ON FORM 8-K.


         A) Exhibits:

              27    Financial Data Schedule.


         B) Forms 8-K:

          On July 8, 1999 the Company  filed a Form  8-K  dated  June  23,  1999
          reporting under Item 2 that it completed its acquisition of all of the
          outstanding  capital  stock of Pro Golf of America,  Inc.,  all of the
          ownership interests in PGD Online, LLC and certain accounts receivable
          and certain other assets of State of the Art Golf, Inc.

          On September  1, 1999,  the  Company  filed  a  Form 8-K dated  August
          27, 1999 to report a change in certifying accountant under Item 4.

          On September 7, 1999, the  Company  filed a  Form 8-K/A dated June 23,
          1999 reporting financial Statements for the Pro Golf acquisition.



<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:     Corporate Secretary





By:    /s/Ronald N. Silberstein
   -------------------------------------
Its:    Chief Financial Officer



Date:   November  22,  1999
     -----------------------------------