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, 1997

                                       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


<PAGE>



     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
February  12,  1998 was  $1,598,711.  The  number of shares  outstanding  of the
Registrant's $.01 par value common stock at February 12, 1998 was 23,274,039.

                       Documents Incorporated by Reference


                                      None




                                        2

<PAGE>




                                    PART III



Item 10.          Directors and Executive Officers of the registrant


     The Registrant's directors as of March 31, 1998 are as follows:



                                 Positions and                        1st Yr. As
Name                    Age      Offices with Company                 Director
--------------------    ---      --------------------------------     ---------
Anthony B. Cashen        62      Director                                  1993 
Robert R. Hebard         45      Director & Corporate Secretary            1989
Thomas W. Itin           63      Chairman, CEO & President                 1993
Robert D. Newman         56      Director                                  1994
Clarence H. Yahn         61      Director & Chief Operating Officer        1994


Anthony B.  Cashen.  Mr.  Cashen has served as a director of the  Company  since
1993.  For more than the past five  years,  Mr.  Cashen has served as a managing
partner or senior  partner  of  Lamalie  Amrop  International,  a publicly  held
management consulting and executive recruiting firm located in New York City. He
has served as Secretary,  Treasurer and Director of LBO Capital  Corporation,  a
publicly held Company,  since  inception.  He currently  serves as a Director of
Immucell  Corp.,  a publicly  held company.  Previously,  Mr. Cashen had been an
officer and principal of the investment firms A. G. Becker,  Inc. and Donaldson,
Lufkin and Jenrette, Inc. He received an MBA from the Johnson Graduate School of
Management at Cornell University,  and a Bachelor of Science degree from Cornell
University.

Robert R. Hebard.  Mr. Hebard has served as a Director of the Company since 1989
and  Secretary  of the  Company  since  September  1990.  From  June 1993 to the
present,  he has been Chairman of the Board and  President of Enercorp,  Inc., a
publicly traded business development company under the Investment Company Act of
1940,  as amended.  From June 1986 to January  1992,  Mr.  Hebard was First Vice
President  and  Director  of Product  Management  for  Comerica  Bank,  and from
February 1992 to October 1992 he was Director of Retail Marketing for the merged
Comerica/Manufacturers  Bank. Mr. Hebard also currently serves as Vice President
of  Woodward  Partners,   Inc.,  a  real  estate  development  company  in  West
Bloomfield,  Michigan.  From 1993 to the present, Mr. Hebard has served as Chief
Executive  Officer of  CompuSonics  Video Corp.,  a publicly  held  company.  He
received an MBA from  Canisius  College  and a Bachelor  of Science  degree from
Cornell University.

Thomas W. Itin. Mr. Itin was elected  Chairman of the Board and President of the
Company in June of 1993, and is the Company's  largest single  stockholder.  Mr.
Itin has been Chairman, President,  Treasurer, Chief Executive Officer and Chief
Operating Officer of Williams Controls,  Inc. a publicly held company,  from May
1993 to the  present.  From 1989 to May 1993,  he held the  titles of  Chairman,
Chief  Executive  Officer and Treasurer of Williams  Controls.  He has served as
Chairman of the Board,  Chief Executive  Officer and Chief Operating  Officer of
LBO Capital Corp. since its inception. Mr. Itin has been Chairman, President and
Owner of TWI International, Inc. since he founded the firm in 1967. Mr Itin also
has been Owner and  Principal  Officer of Acrodyne  Corporation  since 1962.  He
received a Bachelor of Science  degree from Cornell  University  and an MBA from
New York University.






                                        3

<PAGE>



Robert D. Newman. Mr. Newman became a Director of the Company in August 1994. He
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 served as President from 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. He served as Director of Product
Development for Gold Medal,  Inc. from 1989 to October 1990. Mr. Newman 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 has served as the Chief Operating Officer
of the Company since January 1996.  From December 1996 to the present,  Mr. Yahn
also serves as Executive Vice President of Williams Controls,  Inc.  responsible
for the Company's  Consumer Durables Group. 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 a Bachelor of Science  degree in  mathematics  and physics
from the University of Wisconsin and received a Masters degree in  International
Business from the American Graduate School of International Management.

Robert R. Hebard is the  son-in-law of Thomas W. Itin,  the Company's  chairman.
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.


Under  the  1994  Stock  Option  Plan,  which  was  approved  by  the  Company's
Stockholders at the Annual Meeting in October 1994, the  non-employee  directors
who are members of the  Compensation  Committee  are to receive  grants of 5,000
non-statutory stock options under the plan at each Annual Meeting.  During 1997,
no  grants  were  made  under  the 1994  Stock  Option  Plan to  members  of the
Compensation Committee.


                        Executive Officers of the Company

The following  table sets forth, as of March 31, 1998, 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                 63          President and Chief Executive Officer
Clarence H. Yahn               61          Chief Operating Officer
Duane R. Stiverson             56          Chief Financial Officer



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


Duane R. Stiverson has been Chief Financial  Officer of Ajay Sports,  Inc. since
July 1994. Prior to joining the Company, Mr. Stiverson was the Vice President of
Operations  for  VariQuest  Technologies,  Inc. and held that position from 1991
until he joined the Company in July 1994.  From 1987 to 1990, Mr.  Stiverson was
Vice  President of Materials for the Ambrosia  Chocolate  Company.  From 1978 to
1987, he was the Vice  President of Finance for Ambrosia,  and from 1976 to 1978
was its  Controller.  Prior to 1978, Mr.  Stiverson held various  controller and
corporate  finance  positions  with  Bendix  Corporation.  Mr.  Stiverson  has a
Bachelor of Science  degree from the  University  of Nebraska  and an MBA degree
from Michigan State University.




                                        4

<PAGE>




Item 11                    Executive Compensation

Summary of Cash and Certain Other Compensation

The  following  table shows,  for the years ending  December 31, 1997,  1996 and
1995, 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:
                           Summary Compensation Table


                                                                Long Term
                                                               Compensation
                                                Annual         Securities  
                                             Compensation      Underlying 
  Name and Principal Position      Year        Salary        Options(# Shares)
-----------------------------     -----     -------------    -----------------
Thomas W. Itin, CEO (1)            1997          $1                --
                                   1996          $1                --
                                   1995          $1                --

Clarence H. Yahn, COO (2)          1997      $117,502              --
                                   1996      $100,000           200,000
                                   1995      $104,875              --


Options/SAR Grants

During 1997, no options or SARs were granted to the executive  officers named in
the Summary Compensation Table.

Aggregated Option Exercises and Fiscl Year End Option Values

The table below  summarizes  options  exercised  during 1997 and year-end option
values of the named executive officers listed in the Summary Compensation Table:

Aggregated Option Exercises in 1997 and December 31, 1997 Option Values

<TABLE>
<CAPTION>

                                                  Number of Securities                  Value of
                                                  Underlying Unexercised               Unexercised
                                                   Options/FY-End                     In-the-Money
                                                        (#)                         Options at FY-End
                                                                                            ($)
                                                  --------------------               ------------------
<S>               <C>              <C>                <C>           <C>             <C>            <C>
                  Shs Acquired     Value             
     Name         on Exercise ($)  Realized ($)        Exercisable  Unexercisable    Exercisable   Unexercisable
-------------     ---------------  ------------       ------------  -------------    ------------  -------------
Thomas W. Itin          0              0                    0             0                --            --
CEO
Clarence H. Yahn        0              0                 450,000       100,000             $0            $0
COO
</TABLE>



Compensation of Directors

Currently, directors are not paid a fee for attending regular Board of Directors
meetings.  However,  they are reimbursed for expenses incurred in attending such
board meetings.

Under  the  1994  Stock  Option  Plan,  which  was  approved  by  the  Company's
Stockholders at the Annual Meeting in October 1994, the  non-employee  directors
who are members of the  Compensation  Committee  are to receive  grants of 5,000
non-statutory stock options under the plan at each Annual Meeting.  During 1997,
no  grants  were  made  under  the 1994  Stock  Option  Plan to  members  of the
Compensation Committee.

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  through  1997.  This  agreement
expired on  December  31,  1997 and Mr.  Itin's  compensation  for 1998 is to be
determined by the Board.




                                        5

<PAGE>



                               Further Information

Item 12     Security Ownership of Certain Beneficial Owners and Management
-------     --------------------------------------------------------------

The table below sets forth, as of March 31, 1998, 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                        16,549,169 (2)(3)(5)(6)(9)      45.6%
7001 Orchard Lake Road, Suite 424
West Bloomfield, MI 48322

Williams Controls Industries, Inc.          15,228,520 (4)            43.3%
14100 SW 72nd Avenue
Portland, OR 97224

TICO                                        11,944,484 (5)            38.5%
7001 Orchard Lake Road, Suite 424
West Bloomfield, MI 48322

Acrodyne Profit Sharing Trust                2,773,471 (6)            10.8%
7001 Orchard Lake Road, Suite 424
West Bloomfield, MI 48322

Robert R. Hebard                              35,000 (7)               ***
7001 Orchard Lake Road, Suite 424
West Bloomfield, MI 48322

Enercorp, Inc.                               1,893,797 (8)             7.9%
7001 Orchard Lake Road, Suite 424
West Bloomfield, MI 48322

LBO Capital Corp.                            1,680,000 (9)             6.9%
7001 Orchard Lake Road, Suite 424
West Bloomfield, MI 48322

Robert D. Newman                             933,600 (10)              3.9%
215 4th Avenue North, P.O. Box 60
Baxter, TN 38544

Clarence H. Yahn                             634,100 (11)              2.6%
1501 E. Wisconsin Street
Delavan, WI 53115

Duane R. Stiverson                            92,600 (12)              ***
1501 E. Wisconsin Street
Delavan, WI 53115

Anthony B. Cashen                             20,000 (13)              ***
Lamalie Amrop International
200 Park Avenue, Suite 3100
New York, NY 10166

All  officers  and  directors  as a    18,113,255 (2)(3)(7)(10)       54.2%
group (6 persons)                                 (11)(12)(13)

***  Less than 1%
-------------

                                      6
<PAGE>

(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  31,  1998,  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:



Entity                                     Shares     Description
------                                     ------     -----------------------
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 Corporation                    1,680,000  Common Stock and warrants
                                           ---------
                                           9,604,725
TICO (12,500 shares of Series B
preferred stock convertible at one                    Series "B" Preferred Stock
share for 555.56 shares of Common          6,944,444  conversion
Stock)                                    ----------
                                          16,549,169
                                          ==========

Mr. Itin disclaims  beneficial  ownership in the securities owned by LBO Capital
Corp.  and First Equity  Corporation  in excess of his pecuniary  interest.  Mr.
Itin's spouse owns an 80% equity  interest in First Equity  Corp.,  and Mr. Itin
owns 56% of the  outstanding  common stock of LBO Capital  Corp., a company with
its common stock registered  under Section 12(g) of the Securities  Exchange Act
of 1934  (the  "Exchange  Act").  Mr.  Itin is also  Chairman  of the  Board and
President of LBO Capital.

(3) Does not include  4,117,647  Common Shares and  11,110,873  options owned by
Williams  Controls,  Inc.  Mr. Itin is Chairman of the Board,  President,  Chief
Executive Officer, Chief Operating Officer, Treasurer and 26.7% 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.

(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 6,944,444 shares of Common Stock issuable upon conversion of 12,500
shares of presently  convertible  Series B Preferred  Stock, at a rate of 555.56
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 1,597,000 shares of Common Stock issuable upon exercise of options.
Mr. Itin is trustee and beneficiary of Acrodyne Profit Sharing Trust.

(7) Does not include ownership of Enercorp,  Inc. Mr. Hebard is the Chairman and
President of Enercorp.






                                        7

<PAGE>



(8) 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,  with its Common Stock registered under Section 12(g) of
the Exchange Act:


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


(9) Includes  200,000 shares of Common Stock issuable upon exercise of warrants.
LBO Capital  Corporation  is a Colorado  corporation  of which Mr. Itin is a 56%
shareholder, Chairman of the Board of Directors, and President.

(10)  Includes  100,000  shares of Common  Stock  issuable  upon the exercise of
outstanding stock options.

(11)  Includes  450,000  shares of Common  Stock  issuable  upon the exercise of
outstanding stock options.

(12)  Includes  42,500  shares of Common  Stock  issuable  upon the  exercise of
outstanding stock options.

(13)  Includes  10,000  shares of Common  Stock  issuable  upon the  exercise of
outstanding  stock  options  automatically  granted  under the 1994 Stock Option
Plan.

 

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

Section  16(a) of the  Securities  and  Exchange  Act of 1934,  as amended  (the
"Exchange  Act")  requires  executive  officers,   directors,  and  persons  who
beneficially  own more than 10% of the Company's  Common Stock to file, with the
SEC,  initial  reports of beneficial  ownership on Form 3, reports of changes in
beneficial  ownership on Form 4, and annual  statements of changes in beneficial
ownership  on Form 5.  Persons  filing  such  reports  are  required  under  the
regulations promulgated by the SEC pursuant to Section 16 to furnish the Company
with  copies of such  reports.  Based  solely upon a review of the copies of the
reports  received by the Company during the fiscal year ended December 31, 1997,
the Company believes that all reports were timely filed.


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

On July 11, 1997,  the Company  refinanced  its bank debt through a  $34,088,000
three-year  revolving  credit  and term loan  agreement  with  Wells  Fargo Bank
("Wells").  This loan is a joint  and  several  obligation  of the  Company  and
Williams Controls  Industries,  Inc.  ("Williams") and Williams is the agent for
all of the borrowers  under the  agreement.  The proceeds from the Company's and
Williams'  borrowings  under the Wells loan were used to repay the Company's and
Williams'  loans from the previous  lender,  U. S. Bank,  except for  $2,340,000
which represents a bridge loan to the Company by U. S. Bank. This bridge loan is
guaranteed by Williams and is to be repaid from the sale of assets and/or excess
cash flow of Williams  and/or the Company.  This bridge loan is guaranteed up to
$1,000,000 by the Company's President, Mr. itin.

Since  1994,  Williams  has made loans and  provided  capital to the  Company to
assist  the  Company in meeting  its  financing  requirements.  In  addition  to
$560,000  borrowed  prior to  closing,  the  Company  borrowed  $2,268,000  from
Williams in order to close the loan with Wells.  The Company granted  Williams a
security interest that is subordinate to the security  interests of Wells and U.
S.  Bank.  The  Company  and  Williams  have  agreed  that  this is a  long-term
investment.  Accordingly, the obligation is reported as a long-term liability on
the books and records of the Company.  The Company's president is a guarantor of
the Company's loan to Wells.




                                        8

<PAGE>



To compensate  Williams for these and other  services  provided on behalf of the
Company in 1997 and the prior three years, the Board of Directors of the Company
agreed,  on  November  11,  1997,  to reset the price at which  Williams'  stock
options  can be  exercised  to $.18 per  share.  Currently,  Williams  holds the
following options to purchase Common Stock of the Company:

                         Former Option          Current Option
Number  of  Options      Exercise Price         Exercise Price   Expiration Date
-------------------      --------------         --------------   ---------------
          4,717,219              $.34               $.18         August 1, 1999
          3,487,447              $.40               $.18         August 1, 1999
          2,906,207              $.50               $.18         August 1, 1999

On November  11,  1997,  the Board of  Directors  of the Company  also agreed to
modify the terms of the stock options and  preferred  stock held by Mr. Itin and
entities  related  to him.  This was  done in  consideration  of loans  made and
personal guarantees given by Mr. Itin. The modifications included a reduction in
the  exercise  price of all stock  options  and  warrants  held by Mr.  itin and
entities related to him,  including  Acrodyne Profit Sharing Trust, TICO and LBO
Capital Corporation from their former levels to a revised exercise price of $.18
per share.  In  addition,  the board also agreed to adjust the  preferred  stock
conversion  ratio of the Series B  preferred  stock held by TICO.  The number of
common  shares  into  which the Series B  preferred  stock was  convertible  was
originally  determined  by  dividing  the face  amount of the Series B preferred
stock, $100 per share, by the then current price of Ajay's Common Stock, or $.34
per share.  This resulted in a conversion ratio of 294.12 shares of Common Stock
for every one share of Series B  preferred  stock.  Based on the price of Ajay's
Common  Stock on or about  November  11,1997,  the board  agreed  to adjust  the
conversion  ratio of the Series B  preferred  stock from  294.12  shares of Ajay
Sports'  Common Stock for every one share of Series B preferred  stock to 555.56
shares of Ajay  Sports'  Common  Stock for every one share of Series B preferred
stock, reflecting the Common Stock price of $.18 per share.

Williams  had  previously  guaranteed  the debt of the Company to the  Company's
previous  lender,  for  which it  charged  the  Company  1/2%  per  annum of the
outstanding  loan balance  subject to the Guaranty.  In connection with the July
refinancing,  the  previous  lender  provided the Company  $2,340,000  of bridge
financing and Williams  provided the Company with  $2,268,000 at loan closing to
repay the  previous  loan.  The  sources of  repayment  for the bridge  loan are
expected to be primarily derived from future expected financial  transactions of
Williams.  Therefore,  it is  likely  that  the  Company  will  need  to  borrow
additional funds from Williams in the future to repay the bridge loan.  Williams
has also agreed to purchase  approximately  $1,000,000 of notes payable from the
Company to affiliated parties which had provided loans to the Company to help it
finance operations during the financial  restructuring.  Such notes payable have
not yet been purchased.

The Company and Williams  have  structured a plan (the "Ajay  Recapitalization")
whereby the Company plans to obtain permanent bank financing  independent of the
joint  Wells  loan.  Management  of the  Company  believes  this,  along with an
investment by Williams, would result in adequate working capital for the Company
and eliminate any requirements for further advances or guarantees from Williams.
The Company's  management informed Williams that it has signed a proposal letter
with a lender for an asset-based loan, which the Company's management,  based on
expected  loan  advance  rates,  would  result  in an  approximately  $2,000,000
shortfall of its projected working capital needs. Williams has indicated that it
intends to invest up to $2,000,000 to provide the Company with adequate  working
capital.

First  Equity  Corporation,  a company  that is 80%  owned by the  spouse of the
Company's  chairman,  has made loans and  currently  holds demand notes from the
Company in the amount of $748,000, a result of loans made to the Company in 1996
and 1997.  Enercorp,  Inc., which owns Common Stock and Series C preferred stock
in the Company and whose  Chairman  is a director of the  Company,  also holds a
note in the amount of  $200,000,  payable by the Company on demand as the result
of a loan made to the Company in a prior year.

Mr.  Itin is, and at all times  since 1994 has been,  the  chairman,  president,
treasurer,  chief executive officer and chief operating  officer of Williams,  a
publicly held corporation,  and has been the chairman,  chief executive officer,
president and treasurer of the Company.




                                        9

<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 28, 1998           BY \s\ Duane R. Stiverson
         --------------              ----------------------
                                     Duane R. Stiverson, Chief Financial Officer









                                        10