FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                 CURRENT REPORT

                Pursuant to Section 13 or 15(d) of the Securities
                              Exchange Act of 1934


                                  June 23, 1999
                                 Date of Report



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


                  Delaware             0-18204             39-1644025
               ----------------       -------------       --------------
               (State or other         (Commission       (I.R.S. Employer
                jurisdiction of         file number)      Identification Number)
                incorporation or
                organization)


         1501 E. Wisconsin Street
         Delavan, WI                                     53115
         ----------------------------------------        ----------
         (Address of Principal Executive Offices)        (Zip Code)


   Registrant's telephone number, including area code: (414) 728-5521


                                     N/A
            ---------------------------------------------------
          Former name or former address, if changed from last report


<PAGE>



Item 2.  Acquisition or Disposition of Assets.

      On June 23, 1999, Ajay Sports, Inc. (the "Registrant"), through a majority
owned  subsidiary,  completed its acquisition of all of the outstanding  capital
stock of Pro Golf of America,  Inc.("Pro Golf"), a Michigan corporation (the "PG
Stock"),  all of the ownership  interests in PGD Online, LLC ("PGD"), a Michigan
limited liability company (the "PGD Interests") and certain accounts  receivable
and certain  other assets of State of the Art Golf,  Inc.  ("SOTA"),  a Michigan
corporation  (the "SOTA Assets"),  for a combined  purchase price of $10,500,000
and  assumption  of SOTA's  accounts  payable  related to the acquired  accounts
receivable.  The PG Stock and the PGD  Interests  were acquired from Robert Sage
and the Jack London  Revocable  Living Trust. The SOTA Assets were acquired from
SOTA and the owners of SOTA are Robert Sage and the Jack London Revocable Living
Trust.  Prior  to the  acquisition,  there  were no  relationships  between  the
Registrant's  affiliates,  directors or officers and any of Pro Golf, PGD. SOTA,
Robert  Sage  or the  Jack  London  Revocable  Living  Trust,  or  any of  their
respective affiliates, directors or officers.

      The PG Stock was  acquired  by Pro Golf  International,  Inc.  ("PGI"),  a
Delaware  corporation  with  more  than  80% of its  stock  being  owned  by the
Registrant.  The PGD Interests were acquired by Pro Golf Online, Inc. ("PGO"), a
Delaware  corporation  initially being wholly owned by the Registrant.  The SOTA
Assets were acquired and the related  liabilities  were assumed by Pro Golf. The
Registrant  attempted to structure the  acquisition to preserve its  substantial
net operating loss  carryforward.  The purchase price for this  acquisition  was
funded through an $8,500,000 short-term loan provided by Comerica Bank, with the
remaining  $2,000,000  being  provided  by  private  investors  in PGI,  through
long-term  subordinated  notes and common  stock.  The  Registrant  is  pursuing
opportunities  for long-term  financing and expects to refinance the transaction
during the third quarter of 1999.

      Pro Golf is in the  business of  franchising  discount  retail golf stores
under the names Pro Golf(R) and Pro Golf Discount(R) and related trade names and
marks.  Pro Golf is a  franchise  leader  in  retail  "golf-only"  stores,  with
approximately  170  stores in its system in the  United  States,  Canada and the
Philippines.  Pro Golf receives initial  franchise fees from each new franchisee
and ongoing  royalties  based on products sales by the franchised  stores within
its system Pro Golf Discount(R) is one of the oldest and best known names in the
off-course retail golf business.  The Registrant  intends to continue to operate
this business as a separate  entity and believes  that Pro Golf has  significant
franchising  growth  opportunities  for the future and that it will  continue to
generate  significant cash.  Further,  the Registrant  believes this acquisition
will  position  its  other   golf-related   operating   subsidiaries  to  become
significant  suppliers of golf equipment and accessory  products to the Pro Golf
franchise system.

      The  Registrant  intends  to  pursue  golf-related  e-commerce  activities
through PGD, by combining online  retailing  business models of Pro Golf and the
Registrant's other golf-related operating subsidiaries.  Product sales resulting
from  online  orders  ultimately  are  expected  to  be  fulfilled  through  the
Registrant's  Delavan,  Wisconsin,  manufacturing and distribution  center.  The
Registrant plans to intensify its focus on e-commerce  activities as a result of
this  acquisition,  combining  the  brand  name  awareness  of Pro Golf with the
Registrant's fulfillment capabilities existing prior to the acquisition.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.

      (a) Financial Statements of Businesses Acquired.  To be filed by
amendment to this Form 8-K.

     (b) Pro Forma Financial  Information.  The Pro Forma Balance Sheet reflects
     the anticipated  changes,  at acquisition,  of Pro Golf and the SOTA Assets
     and the  formation  of Pro Golf  International.  The  first  column  is the
     Registrant's May 31 1999 Balance Sheet. The second column reflects tax loss
     carryforward valuation allowance adjustments to be made on the Registrant's
     financial  statements  for June 1999.  The third and fourth columns add Pro
     Golf and the SOTA Assets,  respectively,  to the Balance  Sheet.  The fifth
     column  is  the  Balance  Sheet  of  Pro  Golf   International   after  the
     acquisition.   The  last  column   adds  these   together  to  reflect  the
     Registrant's  anticipated consolidated Balance Sheet after the acquisition.
     Other pro forma information is to be filed by amendment to this Form 8-K.
<PAGE>

      (c) Exhibits.

      2.1   Stock Purchase Agreement and Amendments

            2.1.1 Stock Purchase Agreement dated April 8, 1999 by and among
                  the Registrant, Pro Golf of America, Inc., Robert Sage and
                  The Jack London Revocable Trust. (1)

            2.1.2 First  Amendment,  dated  May  21,  1999,  by  and  among  the
                  Registrant,  Pro Golf of  America,  Inc.,  Robert Sage and The
                  Jack  London   Revocable   Living  Trust,  to  Stock  Purchase
                  Agreement dated April 8, 1999. Filed Herewith

            2.1.3 Second  Amendment,  dated  June 22,  1999,  by and  among  the
                  Registrant,  Pro Golf of  America,  Inc.,  Robert Sage and The
                  Jack  London   Revocable   Living  Trust,  to  Stock  Purchase
                  Agreement dated April 8, 1999, as amended.  Filed Herewith

      2.2   Sale of Assets Agreement and Assignments

            2.2.1 Sale of Assets  Agreement  dated June 22,  1999,  between  the
                  Registrant and State of the Art Golf, Inc. Filed Herewith

            2.2.2 Assignment from the Registrant to Pro Golf International,
                  Inc.  Filed Herewith

            2.2.3 Assignment from Pro Golf International, Inc. to Pro Golf of
                  America, Inc.  Filed Herewith

      4.1   Warrants  dated June 22, 1999,  to purchase up to 100,000  shares of
            the Registrant's  common stock as issued to Robert Sage and The Jack
            London  Revocable  Living Trust in connection with the  Registrant's
            acquisition of Pro Golf of America, Inc. Filed Herewith


     99.1  Pro Forma Financial Information



     (1)  Previously   filed  with  and   incorporated  by  reference  from  the
     Registrant's Form 10-Q filed for the quarterly period ended March 31, 1999.
     (SEC File No. 0-18204)


<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.


 Date: July 8, 1999

                                AJAY SPORTS, INC.



                                By s\Robert R. Hebard
                                  ------------------------------
                           Robert R. Hebard, Secretary