UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                   FORM 10-K/A
                                 AMENDMENT NO. 1

Mark One



(x)   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
      EXCHANGE ACT OF 1934

                  For the Fiscal Year Ended December 31, 1996

                                       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 0-18204

                                AJAY SPORTS, INC.
             (Exact Name of Registrant as Specified in its Charter)


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

       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)

         Securities Registered Pursuant to Section 12(b) of the Act:
                                      NONE

         Securities Registered Pursuant to Section 12(g) of the Act:
                         Common Stock,  $.01 par value Units (each consisting of
      5 shares of Common Stock and 2 Warrants)
                         Common Stock Purchase Warrants
             Series C 10% Cumulative Convertible Preferred Stock

   Indicate by check mark whether the issuer (1) has filed all reports  required
to be filed by Section 13 or 15(d) of the  Exchange  Act of 1934 during the past
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

   Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best  of  the  Registrant's   knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K.



   The aggregate  market value of the voting stock held by  nonaffiliates  as of
April  7,  1997  was  $1,598,711.  The  number  of  shares  outstanding  of  the
Registrant's $.01 par value common stock at April 7, 1997 was 23,274,039.

                       Documents Incorporated by Reference


                                      None


<PAGE>


                                       9


                                    PART III



Item 10.    Directors and Executive Officers of the registrant

   The Registrant's directors are as follows:

                                  Positions and                   1st Yr. As
Name                   Age        Offices with Company
Director

Anthony B. Cashen      62         Director                        1993

Robert R. Hebard       44         Director                        1989

Thomas W. Itin         62         Chairman of the Board           1993

Robert D. Newman       55         Director                        1994

Clarence H. Yahn       60         Director                        1994

Anthony B. Cashen.     Mr.  Cashen  has  served  as  Secretary,  Treasurer  and
Director of LBO Capital  Corp.,  since  inception.  He is  currently a Managing
Partner in Lamalie Amrop International,  a management  consulting and executive
recruiting  firm  located in New York  City.  Previously,  Mr.  Cashen had been
an officer and  Principal of the  investment  firms of A. G.  Becker,  Inc. and
Donaldson,   Lufkin  and   Jenrette,   Inc.   He  serves  as   Director  of  PW
Communications  and  Imucell  Corporation,  both  of  which  are  publicly-held
companies.  Mr.  Cashen  is  also  President  of  the  Sagamore  Institute.  He
received  his MBA from the Johnson  Graduate  School of  Management  at Cornell
University, and his B.S. degree from Cornell University.

Robert R.  Hebard.  Mr.  Hebard has served as  Secretary  of the  Company  since
September  of 1990.  He is  currently  Chairman  of the Board and  President  of
Enercorp,  Inc.,  a  publicly  traded  business  development  company  under the
Investment  Company Act of 1940, as amended.  In 1993, Mr. Hebard was also named
Chief Executive Officer,  Chief Financial Officer,  and Treasurer of CompuSonics
Video  Corporation,  a publicly held company.  From December 1993 to August 1994
Mr. Hebard served as Director of Kimbro Imaging Systems,  Inc. From June 1986 to
January  1992 he was First Vice  President/Director  of Product  Management  for
Comerica  Bank and from  February  1992 to October  1992 was  Director of Retail
Marketing  for  the  merged  Comerica/Manufacturers  Bank.  Mr.  Hebard  is also
currently  serving as Vice President of Woodward  Partners,  Inc., a real estate
development  company in suburban  Detroit,  Michigan.  He received  his MBA from
Canisius College and his B.S. degree from Cornell University.

Thomas W. Itin.  Mr. Itin was elected  Chairman of the Board and  President  of
the  Company in June of 1993.  Mr.  Itin has served as  Chairman  of the Board,
Chief  Executive  Officer  and Chief  Operating  Officer of LBO  Capital  Corp.
since its  inception,  and is the Company's  largest  single  stockholder.  Mr.
Itin  has  been  Chairman,  President  and  Owner  of TWI  International,  Inc.
("TWI")  since he  founded  the firm in 1967.  Mr Itin  also is the  Owner  and
Principal  Officer of Acrodyne  Corporation  since 1962.  Mr. Itin is Chairman,
President,  Treasurer,  Chief Executive Officer, and Chief Operating Officer of
Williams  Controls,  Inc., a publicly held  corporation  from March 1989 to the
present.  Mr.  Itin  was a  co-founder  of  Roadmaster  Industries,  Inc.  (now
known as RMI  Sports  Group,  Inc.) in 1987 and  served as a  Director  thereof
from October  1987 until June 1993.  From  December  1987 until  October  1993,
Mr.  Itin was an Officer and  Director  of  CompuSonics  Video  Corporation,  a
publicly  held  company.  He received his B.S.  degree from Cornell  University
and his MBA from New York University.






<PAGE>



Robert D. Newman.      Mr.  Newman  became a Director  of the Company in August
1994.  Mr.  Newman has served as General  Manager  of  Leisure  Life,  Inc.,  a
wholly  owned   subsidiary  of  the  Company  since  August  1994.  Mr.  Newman
founded Leisure Life,  Inc. in October,  1990 and has served as President since
its  inception,  until its purchase by the Company in August 1994.  Mr.  Newman
was President and Chief  Executive  Officer of Stone  Mountain  Millworks  from
1985 to 1989.  Mr.  Newman served as Director of Product  Development  for Gold
Medal,   Inc.  from  1989  to  October  1990.  He  attended  Northern  Illinois
University.


Clarence H. Yahn. Mr.  Yahn  became a  Director  of the  Company  in  September
1994,  and has  served as  Director  of Ajay  Leisure  Products,  Inc. a wholly
owned  subsidiary  of  Ajay  Sports,  Inc.  since  September  1993  and as Ajay
Leisure's   President  since  January  1994.  Mr.  Yahn  is  on  the  Board  of
Directors of Leisure  Life,  Inc., a subsidiary  of the Company.  In 1988,  Mr.
Yahn  joined  Gold  Medal,  Inc.  as  its  President.  Prior  to  joining  Ajay
Leisure Products,  Mr. Yahn served as Chief Executive  Officer of Melnor,  Inc.
a consumer  durables  company from 1992 to 1993.  He received  his B.S.  degree
in  mathematics  and physics from the  University  of Wisconsin  and received a
Masters  in  International  Business  from  the  American  Graduate  School  of
International Management.

Robert  R.  Hebard  is the  son-in-law  of  Thomas  W.  Itin.  Other  than this
relationship  there are no other family  relationships  between any director or
executive officers.

The  Directors  of the  Company  are  not  compensated  for  their  services  as
directors,  but are reimbursed  for  reasonable  costs incurred on behalf of the
Company.

                        Executive Officers of the Company

The following  table sets forth,  as of April 1, 1996, the names and ages of the
Company's  executive  officers  including all positions and offices held by each
such  person.  These  officers  are elected to hold office for one year or until
their respective successors are duly elected and qualified.

Name                       Age    Position
Thomas W. Itin             62     Principal Executive Officer

Clarence H. Yahn           60     President of Ajay Leisure Products, Inc.
                                  and Leisure Life, Inc. (Subsidiaries)

Duane R. Stiverson         55     Chief   Financial   Officer  and  Principal
                                  Accounting Officer of Ajay Sports, Inc.,
                                  Ajay Leisure Products, Inc., Leisure Life,
                                  Inc. and Palm Springs Golf, Inc.

For information regarding Mr. Yahn and Mr. Itin, see their biographies above.

Duane R.  Stiverson  has been Chief  Financial  Officer  since  July 19,  1994.
Prior  to  joining  the  Company,  Mr.  Stiverson  was the  Vice  President  of
Operations  for  VariQuest  Technologies,  Inc.  and held that  position  since
1991.  From 1987 to 1990,  Mr.  Stiverson  was Vice  President of Materials for
the Ambrosia  Chocolate  Company.  From  1978-1987 he was the Vice President of
Finance for  Ambrosia,  and from  1976-78  was its  Controller.  Mr.  Stiverson
held  various  controller  and  corporate  finance  positions  with the  Bendix
Corporation.  Mr.  Stiverson  has a Bachelor of Science from the  University of
Nebraska  and was  later  awarded  a Master  of  Business  Administration  from
Michigan State University.

Item #11    Executive Compensation

Summary of Cash and Certain Other Compensation

The  following  table shows,  for the years ending  December 31, 1996,  1995 and
1994, the cash compensation paid by the Company and its subsidiaries, as well as
certain  other  compensation  paid or accrued  for those  years,  to each of the
executive officers of the Company who received  compensation from all capacities
in which they serve:


<PAGE>



                           Summary Compensation Table

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

                                               Annual            Long-Term
                                            Compensation        Compensation

                                                                Securities
Name and Principal Position      Year          Salary           Underlying
                                                              Options (# Shares)
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Thomas W. Itin                   1996            $ 1                  -
Director and Principal           1995            $ 1                  -
Executive Officer of the         1994            $ 1                  -
Company, and Director and
Principal Executive Officer
of Ajay Leisure Products, Inc.
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Clarence H. Yahn                 1996         $100,000            200,000
Director of the Company and      1995         $104,875               -
President of Ajay Leisure        1994         $101,000            350,000
Products
--------------------------------------------------------------------------------


Employment Contracts

The Company has an employment  agreement  with Mr. Itin under which he served as
the President and Chief  Executive  Officer of the Company at a salary of $1 per
year during the years ended  December 31, 1994,  1995 and 1996.  This  agreement
expired on  December  31,  1996 and Mr.  Itin's  compensation  for 1997 is to be
determined by the Board based on Mr. Itin's  contribution  to the success of the
Company in 1994, 1995 and 1996.

Common Stock Options

During the year ended  December 31, 1996,  common stock  options were granted in
the  amount  of  225,000  shares to  executive  officers,  none of which  became
exercisable during 1996.


                              Option Grants in 1996

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



                                                        Potential Realizable
                                                        Value at Assumed
          Number of                                     Annual Rates of Stock
          Securities  %of Total        Exercise Expira- Price Appreciation
          Underlying  Options Granted  or Base  tion    for Option Term  
Name      Options     to Employees in  Price    Date                   
          Granted(#)  Fiscal Year      ($/Sh)            5%($)        10% ($)
                                                         
                                                         
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Thomas W.         0             0          N.A.   N.A.      N.A.       N.A.
Itin
CEO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------


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

Clarence H.    200,000        28.6%        $.40  12/20/01   $(8,000)    $10,000
Yahn
President,
Ajay
--------------------------------------------------------------------------------








<PAGE>


-------------------------------------------------------------------------------
     Aggregated Option Exercises in 1996 and December 31, 1996 Option Values
-------------------------------------------------------------------------------

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

                              Number of Securities   Value of Unexercised
         Shares               Underlying             in-the-Money
         Acquired   Value     Unexercised            Options/FY-End
Name     on         Realized  Options/FY-End (#)     ($)
         Exercise   ($)
         ($)                 Exercisable/Unexercisable Exercisable/Unexercisable
                                  
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Thomas W.        0          0          0          0          -           -
Itin
CEO
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

Clarence H.      0          0       350,000    200,000       $0          $0
Yahn
President,
Ajay
--------------------------------------------------------------------------------


                               Further Information


Item #12    Security Ownership of Certain Beneficial Owners and Management

The table below sets forth,  as of March 1, 1997, the number of shares of Common
Stock  beneficially  owned by each director and executive  officer (named in the
Summary  Compensation  Table) of the  Company  individually,  all  officers  and
directors as a group, and all beneficial owners of more than five percent of the
Common Stock. The following  stockholders  have sole voting and investment power
with respect to their holdings unless otherwise footnoted.

                                  Number of Shares       Percentage
Name and Address                  Beneficially Owned     of Class (1)
Thomas W. Itin                     13,281,225  (2)(3)     46.2%
7001 Orchard Lake Road
Suite 424
West Bloomfield, MI 48322

Williams Controls Industries, Inc. 15,228,520 (4)         44.3%
14100 S.W. 72nd Avenue
Portland, OR 97224

TICO                                8,676,540 (5)         32.2%
7001 Orchard Lake Road
Suite 424
West Bloomfield, MI 48322

Acrodyne Profit Sharing Trust       2,773,471 (6)         11.2%
7001 Orchard Lake Road
Suite 424
West Bloomfield, MI 48322

Robert R. Hebard                    1,928,797  (7)         8.3%
7001 Orchard Lake Road
Suite 424
West Bloomfield, MI 48322

Enercorp, Inc.                      1,893,797              8.1%
7001 Orchard Lake Road
Suite 424
West Bloomfield, MI 48322




<PAGE>


-------------------------------------------------------------------------------
                                  Number of Shares    Percentage
-------------------------------------------------------------------------------
Name and Address                  Beneficially Owned     of Class (1)
----------------                  ------------------     ------------
LBO Capital Corp.                   1,680,000  (8)         7.2%
7001 Orchard Lake Road
Suite 424
West Bloomfield, MI 48322

Robert D. Newman                    1,026,000  (9)         4.4%
215 4th Avenue North
P. O. Box 60
Baxter, TN 38544

Clarence H. Yahn                      534,000  (10)        2.2%
1501 E. Wisconsin Street
Delavan, WI 53115

Duane R. Stiverson                     95,000  (11)        0.4%
1501 E. Wisconsin Street
Delavan, WI 53115

Anthony B. Cashen                      15,000  (12)         0.1%
Lamalie Amrop International  
200 Park Avenue, Suite 3100
New York, NY 10166

All officers and directors as a group         
(six persons)                      16,880,022              57.5%





(1)   Where  persons  listed on this table  have the right to obtain  additional
      shares of Common  Stock  through the  exercise of  outstanding  options or
      warrants or the conversion of convertible  securities  within 60 days from
      March 1, 1997 these additional shares are deemed to be outstanding for the
      purpose of computing the percentage of Common Stock owned by such persons,
      but are not deemed to be  outstanding  for the  purpose of  computing  the
      percentage owned by any other person.  Percentages are based on 23,274,039
      shares outstanding.

(2)   Mr. Itin may be deemed to be a "control  person" of the Company.  Includes
      Common  Stock and shares of Common  Stock  issuable  upon the  exercise of
      presently exercisable warrants and the conversion of presently convertible
      Preferred Stock  beneficially owned by Mr. Itin's spouse and affiliates of
      Mr. Itin as follows:

      TICO                            5,000,040       Common Stock
      First Equity Corporation          151,214       Common Stock
      Acrodyne Profit Sharing Trust   2,773,471       Common Stock and Warrants
      LBO Capital Corp.               1,680,000       Common Stock and Warrants
                                      ---------       
                                      9,604,725

      TICO (12,500 shares of Series B
      Preferred Stock convertible at one
      share for 294.12 shares of
      Common Stock)                   3,676,500  Preferred Stock Conversion
                                      ----------
                                     13,281,225




<PAGE>


-------------------------------------------------------------------------------
      Mr. Itin disclaims  beneficial  ownership in the securities  owned by LBO
      Capital  Corp.  and First Equity  Corporation  in excess of his pecuniary
      interest.   See  Note  3  below  with  regard  to  securities   owned  by
      Williams  Controls,  the  beneficial  ownership of which is disclaimed by
      Mr. Itin.
-------------------------------------------------------------------------------

(3)   Does not include  4,117,647 Common Shares and 11,110,873  options owned by
      Williams  Controls,  Inc.  Mr. Itin is Director  and  Principal  Executive
      Officer and 26.0% beneficial owner of Williams Controls,  Inc. Even though
      Mr. itin is a director of Williams  Controls,  he abstains  from voting on
      matters pertaining to the Company in meetings of the directors of Williams
      Controls.  If the shares and  warrants  owned by  Williams  Controls  were
      included,  the number of shares beneficially owned would be 28,509,745 and
      the percentage of class would be 71.5%.

(4)   Includes  11,110,873  shares of Common Stock  issuable  upon the exercise
      of outstanding  stock  options.  See "Certain  Relationships  and Related
      Transactions."

(5)   Includes  3,676,500  shares of Common Stock  issuable  upon  conversion of
      12,500 shares of presently convertible Series B Preferred Stock, at a rate
      of 294.12  shares of Common Stock for every one share of preferred  stock.
      TICO is a Michigan partnership of which Mr. Itin is the Managing Partner.

(6)   Includes  1,597,00  shares of Common  Stock  issuable  upon  exercise  of
      options.   Mr.  Itin  is  trustee  and  beneficiary  of  Acrodyne  Profit
      Sharing Trust.

(7)   Includes the  following  Common Stock and shares of Common Stock  issuable
      upon the  conversion  of presently  convertible  Preferred  Stock owned by
      Enercorp,  Inc., a Colorado corporation of which Mr. Hebard is Chairman of
      the Board of Directors and President:

       Common Stock                                            1,864,706
       2,000 shares of Series C Preferred Stock convertible at
       one share for 14.5 shares of Common Stock                  29,091
                                                               --------- 
                                                               1,893,797

(8)   Includes  200,000  shares of  Common  Stock  issuable  upon  exercise  of
      warrants.  LBO  Capital  Corp.  Is a  Colorado  corporation  of which Mr.
      Itin is a 51%  shareholder,  Chairman  of the  Board  of  Directors,  and
      President.

(9)   Includes  200,000  shares of Common  Stock  issuable  upon the exercise of
      outstanding stock options.

(10)  Includes  350,000  shares of Common  Stock  issuable  upon the exercise of
      outstanding stock options.

(11)  Includes  45,000  shares of Common  Stock  issuable  upon the  exercise of
      outstanding stock options.

(12)  Includes  5,000  shares of Common  Stock  issuable  upon the  exercise  of
      outstanding stock options.

                      Compliance with Section 16(a) of the
                         Securities Exchange Act of 1934

Section  16(a) of the  Securities  Exchange Act of 1934  requires the  Company's
officers  and  directors,  and  persons  who own  more  than  ten  percent  of a
registered  class  of the  Company's  equity  securities,  to  file  reports  of
ownership and changes in ownership with the  Securities and Exchange  Commission
("SEC").  Officers,  directors  and greater than  ten-percent  stockholders  are
required by the SEC  regulation  to furnish  the Company  with copies of Section
16(a)  forms  they  file.  Based  solely on review of the  copies of such  forms
furnished to the Company,  or written  representations  of the reporting person,
the Company has  determined  that all  required  reports  have been timely filed
during the year,  except for one  shareholder,  Williams  Controls,  Inc., which
filed a late report involving a transaction in July 1995. In addition,  director
Anthony B. Cashen and former  director Stan Intihar filed late reports  relating
to automatic  stock option grants on October 31, 1994 and May 24, 1995 under the
Company's 1994 Stock Option Plan.


<PAGE>


-------------------------------------------------------------------------------
Item #13    Certain Relationships and Related Transactions
-------------------------------------------------------------------------------

Wiliams  Controls,  Inc.  ("Williams")  owns  4,117,647  shares of the Company's
common stock and holds options to purchase up to an additional 11,110,873 shares
of the  Company's  common  stock  exercisable  through  August 1, 1999 at prices
ranging between $.34 and $.50 per share, all of which presently are exercisable.
Williams  acquired  these shares and options in connection  with a joint venture
agreement  entered into in 1994 as amended in 1995,  under which  Williams  made
interim  financing  available  to the  Company  until it  entered  into a credit
facility  with its current  lender.  As a condition to the bank making the loan,
Williams was required to guaranty the obligations of the Company thereunder.  In
return for  Williams'  guaranty,  the Company  pays  Williams a guaranty  fee of
one-half of one percent of the outstanding loan amount. During 1996, the Company
paid Williams $60,411 under this arrangement.  The Chairman of the Board,  Chief
Executive  Officer and  President of the Company  also holds the same  positions
with Williams and is a significant stockholder in both companies.


<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 Form 10-K/A  Amendment No. 1 to
be signed on its behalf by the undersigned, thereunto duly authorized.







                                             AJAY SPORTS, INC.





DATE: April 30, 1997                               BY    \s\Duane R. Stiverson
     --------------                                        ------------------
                                                   Duane R. Stiverson,  Chief
                                                   Financial Officer and 
                                                   Principal Accounting Officer