UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                   FORM 8-K/A

                                 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
         (State or other jurisdiction of incorporation or organization)

     0-18204                                                 39-1644025
-------------------------                          ----------------------------
(Commission File Number)                           (IRS Employer Identification
                                                    Number)

               1501 E. Wisconsin Street, Delavan, Wisconsin 53115
           (Address of principal executive offices including zip code)

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





<PAGE>


Item 7.     Financial Statements and Exhibits

a)    Financial statements of business acquired.

     The financial  statements of Pro Golf of America,  Inc. for the years ended
     October  31,  1998 and 1997 and  reports of  Independent  Certified  Public
     Accountants.

     The interim financial statements of Pro Golf of America, Inc. for the eight
     months ended June 30, 1999.

b) Unaudited pro forma financial information.

     The pro forma  financial  statements  are  presented to show the  financial
     position of Ajay Sports,  Inc. (Ajay) and Pro Golf of America (Pro Golf) as
     if the purchase  occurred June 30, 1999 and the results of their operations
     for the six months ended June 30, 1999 and the year ended December 31, 1998
     as if the  acquisition  had  occurred  on the first day of each  respective
     period.

     These pro forma  financial  statements  have been prepared for  comparative
     purposes  only and do not purport to indicate what  necessarily  would have
     occurred had the entities been combined since the applicable  date, or what
     results may be in the future.

(1)(a)Pro forma condensed  consolidated balance sheet of Ajay and Pro Golf as of
      June 30, 1999.

(1)(b) Pro forma condensed  consolidated statement of operations of Ajay and Pro
Golf for the six months ended June 30, 1999.

(1)(c) Pro forma condensed  consolidated statement of operations of Ajay and Pro
Golf for the year ended December 31, 1998.

(1)(d) Notes to pro forma condensed consolidated financial statements.

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  the  report  to be  signed  on its  behalf  by the
undersigned hereunto duly authorized.


September 7, 1999                               AJAY SPORTS, INC.

                                                S/Ronald N. Silberstein
                                                --------------------------
                                                Ronald N. Silberstein
                                                Chief Financial Officer




<PAGE>









                               PRO GOLF OF AMERICA
                              FINANCIAL STATEMENTS
                  FOR THE YEARS ENDED OCTOBER 31, 1998 AND 1997































<PAGE>



               Report of Independent Certified Public Accountants

The Board of Directors and Stockholders PRO GOLF OF AMERICA, INC.

      We have audited the  accompanying  balance  sheets of PRO GOLF OF AMERICA,
INC.  as of October 31, 1998 and 1997,  and the  related  statements  of income,
retained  earnings,  and cash flows for the years then  ended.  These  financial
statements   are  the   responsibility   of  the   Company's   management.   Our
responsibility  is to express an opinion on these financial  statements based on
our audits.

      We conducted our audits in accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

      In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of PRO GOLF OF AMERICA, INC. at
October 31, 1998 and 1997,  and the results of its operations and its cash flows
for the years  then  ended in  conformity  with  generally  accepted  accounting
principles.



/s/Woronoff Hyman Levenson & Sweet PC
------------------------------------------------------
Woronoff Hyman Levenson & Sweet PC
Certified Public Accountants
January 20, 1999






<PAGE>

                            PRO GOLF OF AMERICA, INC.
                                 BALANCE SHEETS
                            OCTOBER 31, 1998 AND 1997

                                                 1998                  1997
                                     --------------------    ------------------
      ASSETS
Current Assets
 Cash                                         $ 240,491      $        99,905
 Accounts Receivable                            535,400              557,388
 Loan Receivable                                      0               98,737
 Prepaid Advertising                                  0               25,148
 Note Receivable                                      0               22,500
 Prepaid Corporate Income Tax                    57,900                    0
                                              -----------        -----------
       Total Current Assets                     833,791              803,678
                                              ----------         -----------

 Property and equipment, net                    100,052              118,096
 Trademark, net                                     365                  622
 Goodwill, net                                   30,000               33,334
                                                ---------        -----------
              Total Assets                   $  964,208        $     955,730
                                               ==========        ===========

      LIABILITIES AND EQUITY
Current Liabilities
 Accounts Payable                         $      75,489       $       88,726
 Franchise Deposits                              15,000               10,000
 Accrued Expenses                               166,000              104,500
 Income Tax - Current                                 0               39,675
 Income Tax - Deferred                           74,800              101,600
                                                 ------              -------
          Total Current Liabilities             331,289              344,501

Deferred Income Taxes                             8,100               10,100

Stockholders' Equity
 Common Stock
    Authorized 50,000 shares; $1 par
    Issued and Outstanding 1,000 shares           1,000                1,000
 Retained Earnings                              623,820              600,129
                                                -------              -------
      Total Stockholders' Equity                624,820              601,129

               Total Liabilities and
                     Stockholders' Equity   $   964,208       $      955,730
                                               =========            ========



SEE THE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS


<PAGE>



                            PRO GOLF OF AMERICA, INC.
                   STATEMENTS OF INCOME AND RETAINED EARNINGS
                  FOR THE YEARS ENDED OCTOBER 31, 1998 AND 1997

                                               1998                   1997
                                          -------------         ------------
REVENUES                                  $ 4,354,203            $ 3,829,732

OPERATING EXPENSES                          4,273,912              3,510,341
                                            ---------              ----------
OPERATING INCOME (LOSS)                        80,290                319,391

OTHER INCOME (EXPENSES)                             0                   (559)
                                            ----------             ----------
INCOME (LOSS) BEFORE INCOME TAXES AND
 CUMULATIVE EFFECT ADJUSTMENT                  80,290                318,832

PROVISION FOR INCOME TAXES
 Current                                       85,400                133,000
 Deferred                                     (28,800)                 9,300
                                            -----------            -----------
 TOTAL INCOME TAXES                            56,600                142,300
                                            -----------            -----------

NET INCOME ( LOSS )                            23,690                176,532

RETAINED EARNINGS, BEGINNING                  600,129                423,598
                                            -----------            -----------
RETAINED EARNINGS, ENDING                 $   623,820           $    600,129
                                            ===========            ===========


















SEE THE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS


<PAGE>


                            PRO GOLF OF AMERICA, INC.
                            STATEMENTS OF CASH FLOWS
                  FOR THE YEARS ENDED OCTOBER 31, 1998 AND 1997

<TABLE>
<CAPTION>
<S>                                               <C>                  <C>
                                                        1998                 1997
                                                   ---------------      ---------------
Cash flows from operating activities:
 Net Income (Loss)                                 $         23,690     $        176,532
                                                   ----------------      ----------------
 Adjustments to reconcile net income to net cash
    provided by operating activities:
    Depreciation                                             21,322               20,994
    Amortization                                              3,591                3,591
    Change in assets and liabilities:
      Restricted Cash - NBD Escrow                                0               25,139
      Accounts Receivable                                    44,488             (188,503)
      Prepaid Corporate Income Tax                          (57,900)                   0
      Other Current Assets                                   25,148              168,524
      Accounts Payable                                      (13,237)               9,539
      Accrued Expenses                                       61,500               25,326
      Advertising Fund Not Expended                               0              (15,000)
      (Gain)Loss on Disposition of Assets                         0                  910
      Income Taxes
       Current                                              (39,675)             (28,025)
       Deferred                                             (28,800)               9,300
      Franchise Deposits                                      5,000               (2,404)
      Franchise Deposits - Escrow                                 0               25,139
                                                     ---------------        --------------
 Total Adjustment                                            21,437                4,252
                                                     ---------------        --------------
     Net cash provided by operating activities               45,127              180,783
                                                     ---------------        --------------
Cash flows from investing activities:
 Purchase of equipment                                       (3,279)              (5,167)
                                                     ---------------        --------------
Cash flows from financing activities:
 Net Borrowings:
 Debt Reduction:
    Bank Note payable                                            0               (19,500)
  Loan Receivable - Officer                                 98,737              ( 98,737)
                                                     ---------------         ------------
    Net cash provided (used) by financing activities        98,737              (118,237)
                                                     ---------------         -------------
Net increase (decrease) in cash                            140,586                57,379
Cash at beginning of year                                   99,905                42,526
                                                     ---------------         -------------
Cash at end of year                                  $     240,491            $   99,905
                                                     ===============         =============
Supplemental Data:
Cash paid during the year for:
      Interest                                       $           0            $      869
      Income Taxes                                   $     165,000            $  141,773


SEE ACCOMPANYING NOTES TO THE FINANCIAL STATEMENTS

</TABLE>

<PAGE>


                            PRO GOLF OF AMERICA, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                            OCTOBER 31, 1998 AND 1997

1.    NATURE OF ENTITY

Pro Golf of America,  Inc.  (the  "Company")  was  incorporated  in the State of
Michigan on September 1, 1975. The Company  licenses  retail golf  franchises in
the United States,  Canada and  Philippines and provides  continuing  marketing,
technical, administrative and consultation services.

2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

      NATURE OF SIGNIFICANT INITIAL SERVICES

When a franchise is purchased, the Company agrees to provide certain services to
the new franchisee.

Among the services provided by the Company are assistance in lease  negotiation,
store layout, retail sales training,  custom club fitting,  implementation of an
accounting system, purchasing and pricing programs, and the design of a customer
service program.

      REVENUE RECOGNITION

Royalty Fees are a percentage  of a  franchisee's  monthly  gross  receipts,  as
defined in the franchise agreement.

Initial  Franchise  Fee revenue from  franchise  sales are  recognized  when all
material  services or  conditions  relating to the sale have been  substantially
performed  or  satisfied  by the  franchisor.  Substantial  performance  for the
franchisor  means that (a) the franchisor has no remaining  obligation or intent
to refund any cash  received or forgive  any unpaid  notes or  receivables;  (b)
substantially  all of the  initial  services of the  franchisor  required by the
franchise agreement have been performed, and (c) no other material conditions or
obligations relating to the determination of substantial performance exists.

      Revenues consist of the following for years ended October 31,
                                                   1998              1997
                                                ------------   -----------
      Royalty Fees                               $2,947,394      $2,793,258
      Initial Franchise Fees                        428,112         396,729
      National Advertising Revenue                  679,380         364,931
      Other Income                                  299,317         274,814
                                               ------------    ------------
                                                 $4,354,203      $3,829,732


<PAGE>



      National  Advertising  Revenue of $679,000 and $365,000 represents revenue
      for marketing  programs  conducted during the years ended October 31, 1998
      and  1997.  Advertising  expenses  included  in  operating  expenses  were
      $587,500  and $653,000  during the years ended  October 31, 1998 and 1997,
      respectively (see Advertising below).

      ALLOWANCE FOR DOUBTFUL ACCOUNTS

      Accounts  Receivable - Royalties and Accounts Receivable - Advertising are
      presented  net of an  allowance  for  doubtful  accounts  of  $32,000  and
      $52,520,  respectively,  as of October 31, 1998. Accounts Receivable as of
      October  31,  1997  were  substantially  all  collectible  and,  thus,  no
      allowance was necessary.

      PROPERTY AND EQUIPMENT

     Property and equipment are recorded at cost.  Depreciation is computed over
     the estimated  useful lives of the assets using the  straight-line  method.
     Depreciation expense was $21,322 and $20,994 in the years ended October 31,
     1998 and 1997, respectively.

      INTANGIBLE ASSETS

      The  trademark's  cost of $4,375 is being amortized over a 17-year period.
      Goodwill of $50,000 is being amortized over a 15-year period. Amortization
      expense was $3,591 in the years ended October 31, 1998 and 1997.

      ADVERTISING

     The Company's  policy is to expense  production costs for advertising as of
     the date the  commercials and marketing  materials are initially  utilized.
     Prepaid advertising  represents  expenditures which, under this policy, are
     capitalized at year end and expensed during the following fiscal year. (See
     Revenue Recognition above).

      STATEMENT OF CASH FLOWS

      The Company considers all bank accounts to be cash equivalents. The impact
      of changing foreign currencies was not material.

      ESTIMATES

     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions   that  affect  certain   reported   amounts  and  disclosures.
     Accordingly, actual results could differ from those estimates.


     RECLASSIFICATIONS

     Certain amounts for the year ended October 31, 1997 have been  reclassified
     to  conform  with  the  presentation  of  October  31,  1998  amounts.  The
     reclassification has no effect on net income for the year ended October 31,
     1997.

<PAGE>




                            PRO GOLF OF AMERICA, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                            OCTOBER 31, 1998 AND 1997

3.    FRANCHISES IN OPERATION

      The franchise activity for the year ended October 31, 1998:

      Operating at beginning of year                  158

      Franchises opened                                12
      Franchises closed                               (10)
                                                      ----
      Operating at end of year                        160
                                                      ----
4.    COMMITMENTS AND CONTINGENCIES

     The Corporation leases its building from the principal  shareholders of the
     Company.  The lease is classified as an operating lease with minimum rental
     commitments at October 31, 1998 as follows:

            Year ended October 31, 1999    10,000
                                           ------
                                          $10,000
                                           ------
      The lease  provides for payment of taxes and other expenses to be incurred
      by the Company.  During the years ended October 31, 1998 and 1997,  rental
      expense was $120,000,  which was paid to the principal  shareholders.  The
      lease  expired on November 30, 1998 and will  continue on a month to month
      basis on the same terms.

     The Company has  guaranteed a term loan to NBD Bank,  N.A. on behalf of the
     Company's principal  shareholders.  The loan proceeds were used to purchase
     the  Company's  office  building.  The original  loan,  which had quarterly
     payments due through October,  1998, required a balloon payment of $480,000
     during October,  1998. Subsequent to year-end, the loan was refinanced with
     similar  payment terms and the balloon  payment was not made. The new loan,
     dated  December 4, 1998,  requires  quarterly  payments of $17,000  through
     December,  2003 and is secured by the building.  The outstanding balance of
     the loan as of October 31, 1998 was $477,347.

     The Company is the defendant in a pending  lawsuit,  which it is vigorously
     defending. The Company expects to obtain a favorable judgement in the case.
     However,  the ultimate outcome of this litigation is unknown at the present
     time.  The amount of any  potential  loss cannot be estimated at this time,
     although it may be material relative to the financial position,  results of
     operation or liquidity of the Company.  Accordingly,  no provision  for any
     liabilility   resulting   from  this   litigation  has  been  made  in  the
     accompanying financial statements.


<PAGE>


                            PRO GOLF OF AMERICA, INC.
                        NOTES TO THE FINANCIAL STATEMENTS
                            OCTOBER 31, 1998 AND 1997

5.    RELATED PARTY TRANSACTIONS

      One  franchise  was opened  during  the  current  year by an entity  whose
      principal  shareholders  are  shareholders  of the  Company.  See  further
      discussions of related party transactions in Note 4.

6.    Federal Income Tax

      Federal  income tax expense is based on reported  earnings  before  income
      taxes and calculated at the applicable  rates  recognizing the corporation
      as a component  member of a controlled group of corporations as defined in
      the  Internal  Revenue  Code.  Deferred  income  taxes  are the  result of
      differences  between  the basis of  certain  assets  and  liabilities  for
      financial  and tax purposes due to the Company using the cash basis method
      of  accounting  for  federal  income  tax  purposes.  The  deferred  taxes
      represent the future tax return  consequences of those differences,  which
      will either be taxable or deductible  when the assets and  liabilities are
      recovered or settled.

      The net deferred tax liability consists of the following as of October 31,
      1998 and 1997:

                                                         1998       1997
                                                      ---------   --------
            Deferred tax liability                     $166,300   $181,500
            Deferred tax asset                          (83,400)   (69,800)
            Valuation allowance                               0          0
                                                      ---------   --------
                                                      $  82,900   $111,700
                                                      =========   ========

      The deferred tax liability (revenue recognized in the financial statements
      which will result in future taxable income) results from various  accounts
      receivables and prepaid expenses. The deferred tax asset (amounts expenses
      or liabilities  recognized in the financial  statements for which a future
      tax  deduction  will be taken)  results  from various  liabilities  and an
      allowance for doubtful accounts which have no tax basis. The difference in
      depreciation methods also causes the deferred tax asset.

      The tax provision differs from the expense that would result from applying
      statutory  rates to income before  income taxes because of officer's  life
      insurance  and  entertainment   expenses  incurred  by  the  Company.  The
      Company's  tax liability was reduced by foreign tax credits of $23,300 and
      $19,000  in  each  of  the  years   ended   October  31,  1998  and  1997,
      respectively.

7.    RETIREMENT PLAN

      The Company maintains a qualified defined  contribution  401(k) plan which
      was adopted as o January 1, 1996.  Company  contributions  to the plan are
      discretionary  as  determined by the  Company's  board of  directors.  The
      Company  did not make  contributions  to the plan,  but  allowed  eligible
      employees  to  make  elective  income  deferrals  to  the  plan  per  plan
      specifications.

8.    CONCENTRATION OF CREDIT RISK

      The  Company  maintains  its cash  balances in one  financial  institution
      located in  Detroit,  Michigan.  The  balances  are insured by the Federal
      Deposit Insurance  Corporation  (FDIC) for up to $100,000.  At October 31,
      1998, the Company's cash balance was $240,491. At times such balances have
      been in excess of FDIC insurance limits.

9.    SUBSEQUENT EVENT

      See not 4, Commitments and Contingencies, regarding a term loan guaranteed
      by the Company that was refinanced after year-end.


<PAGE>



AJAY SPORTS, INC.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)


Overview

On June 23, 1999, Ajay Sports,  Inc. (the  "Company"),  through a majority owned
subsidiary,  acquired  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  Company'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 pro forma condensed  consolidated balance sheet as of June 30, 1999 is based
on the historical balance sheets of the Company and Pro Golf (included elsewhere
herein)  and  makes  certain  assumptions  with  adjustments  for  officer  wage
reductions, tax benefits, and interest expense on acquisition indebtedness.  The
pro forma  statements do not reflect other  additional  revenues  expected to be
generated as a result of the synergies created by the acquisition of Pro Golf or
the new vendor programs or franchise  expansions  expected to occur, nor do they
reflect any additional  expenditures  expected to be incurred to undertake these
expansions and new programs.  The pro forma condensed  consolidated statement of
operations  for the six  months  ended  June 30,  1999  and for the  year  ended
December 31, 1998 include the historical  statement operations of the Company as
reported on Form 10-Q for the quarter  ended June 30, 1999 and Form 10-K for the
year ended December 31, 1998. The pro forma condensed  consolidated statement of
operations for the six months ended June 30, 1999 includes Pro Golf's historical
statement of  operations  for the six months ended June 30, 1999.  The pro forma
condensed  consolidated  statement of operations for the year ended December 31,
1998  includes Pro Golf's  audited  statement of  operations  for the year ended
October 31, 1998.


These pro forma financial statements have been prepared for comparative purposes
only and do not purport to indicate what necessarily would have occurred had the
entities been combined since the applicable  date, or what results may be in the
future. The accompanying pro forma condensed  consolidated  financial statements
should be read in conjunction  with the historical  financial  statements of the
Company and Pro Golf (included herein).







<PAGE>




                                      Ajay Sports, Inc. and Subsidiaries
                                 PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
                                                June 30, 1999
                                               (In thousands)
                                                (Unaudited)
<TABLE>
<CAPTION>
<S>                                  <C>                 <C>             <C>              <C>

                                         Ajay                             Pro Forma        Pro Forma
                                        Sports, Inc.      Pro Golf        Adjustments      Consolidated
                                      ---------------     ----------      -------------    -------------
 ASSETS
     Cash                              $        45       $      418                -       $       463
     Marketable Securities                     484                0                -               484
     Accounts Receivable, net                2,907            1,307                -             4,214
     Inventories                             4,925               17                -             4,942
     Prepaid Expenses                          548              273                -               821
                                       ------------        ----------                      ------------

          Current Assets                     8,909             2,015                            10,924

     Fixed Assets, net                       1,653               101               -             1,754
     Other Assets                              139                 6               -               145
     Deferred Tax Benefits                     756                 0           4,382 (1)         5,138
     Goodwill                                1,599                28           6,012 (2)         7,639
                                       -----------         -----------        ---------     -----------

           Total Assets                    $13,056       $     2,150         $10,394        $   25,600
                                       ===========         ===========        =========     ===========
LIABILITIES AND STOCKHOLDERS' EQUITY

     Notes Payable to bank                     195                 0           8,500 (3)         8,695
     Accounts Payable                        2,384               778               -             3,162
     Accrued Expenses                          608               161               -               769

          Current Liabilities                3,187               939                            12,626

     Note Payable - Long Term                7,138                 0           2,070 (3)         9,208
     Note Payable - Affiliates               1,587                 0               -             1,587
                                       ------------       -----------         -----------      ---------
           Total Liabilities                11,912                 0                            23,421

Shareholders' Equity                         1,144             1,211            (176)            2,179
                                       ------------       -----------         -----------      ---------

      Total Liabilities and
      Stockholders' Equity          $        13,056       $    2,150        $ 10,394           $25,600
                                       ============       ===========        ============      =========

See notes to unaudited pro forma condensed consolidated financial statements.

</TABLE>

<PAGE>


                              Ajay Sports, Inc. And Subsidiaries
                  PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                         For the Six Months ended June 30, 1999
                        (In thousands, except per share amounts)
                                      (Unaudited)
<TABLE>
<CAPTION>
<S>                           <C>             <C>         <C>            <C>

                              Ajay                         Pro Forma         Pro Forma
                              Sports, Inc.     Pro Golf    Adjustments    Consolidated
                              ------------     ---------   -----------    ------------
Net Sales/Revenues              $   8,823       2,055           -             10,878
Cost of Sales                       7,638                       -              7,638
                                    -----                                     ------
   Gross Profit                     1,185                                      3,240

Selling, General and
   Administrative Expenses          1,836       1,704           (30) (4)       3,510

Interest Expense                      528          12           450  (5)         990
Other Expense(Inc.)                    70         (10)           75  (6)         135
                                   ------       ------                         ------
Income (loss) from operations
   before income taxes             (1,249)        349          (495)          (1,395)

Income taxes (expense) benefit        275        (122)          335              488
                                   -------      -------       --------        -------
    Net income (loss)                (974)        227          (160)            (907)
                                   =======      =======       ========        =======
    Net income (loss) per share














See notes to unaudited pro forma condensed consolidated financial statements.

</TABLE>




<PAGE>



                       Ajay Sports, Inc. and Subsidiaries
            PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                         For the Year Ended December 31, 1998
                    (In thousands, except per share amounts)
                                   (Unaudited)
<TABLE>
<CAPTION>
<S>                           <C>             <C>         <C>            <C>

                              Ajay                         Pro Forma         Pro Forma
                              Sports, Inc.     Pro Golf    Adjustments    Consolidated
                              ------------     ---------   -----------    ------------


Net Sales/Revenues              $  22,925          4,354           -          27,279
Cost of Sales                      19,477              -           -          19,477
                                  --------                                    ------
   Gross Profit                     3,448                                      7,802

Selling, General and
   Administrative Expenses          3,868          4,274         (1,641) (4)    6,501


Interest Expense                    1,139              0            900  (5)    2,039
Other Expense(Inc.)                  ( 84)             0            150  (6)       66
                                  --------         ------        -------      -------

Income (loss) from operations
   before income taxes             (1,475)            80            591          (804)

Income taxes (expense) benefit          -            (56)           337  (7)      281
                                 ---------        -------        -------       -------
    Net income (loss)              (1,475)            24            928          (523)
                                 =========        =======        ========      =======
    Net income (loss) per share     (0.47)                                      (0.17)
                                 =========                                     =======
     Weighted average common
        shares outstanding          3,909








See notes to unaudited pro forma condensed consolidated financial statements.

</TABLE>



<PAGE>





                                Ajay Sports, Inc.
               NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 (In thousands)
                                   (Unaudited)


Note 1.
The pro forma financial  statements are presented to show the financial position
and results of operations  of Ajay Sports,  Inc. and Pro Golf as if the purchase
had occurred on the dates discussed on the overview.

The pro forma  adjustments  to the condensed  consolidated  balance sheet are as
follows:

                                                        1999
                                                     --------

      (1)   Deferred Tax Benefit                       $4,382

      (2)   Goodwill                                   $6,012

      (3)   Notes Payable                             $10,570

The pro forma adjustments to the condensed consolidated statements of operations
are as follows:

                                                            1999      1998
                                                          --------   ---------

      (4)   Elimination of Pro Golf owner compensation.      $  30     $1,641

      (5)   Increase in interest expense                     $ 450     $  900

      (6)   Increase in goodwill amortization                $  75     $  150

      (7)   Income tax                                       $ 335     $  337