SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                  FORM 10-Q/A-1

                     AMENDMENT NO. 1 TO REPORT ON FORM 10-Q

(Mark One)

[X]  Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the quarterly period ended: August 31, 2002

[ ]  Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the transition period from __________ to __________


                         Commission file number: 0-22889


                              ROYAL PRECISION, INC.
             (Exact Name of Registrant as Specified in Its Charter)


                 Delaware                                        06-1453896
     (State or Other Jurisdiction of                          (I.R.S. Employer
      Incorporation or Organization)                         Identification No.)


    535 Migeon Avenue, Torrington, CT                              06790
(Address of Principal Executive Offices)                         (Zip Code)


                                 (860) 489-9254
              (Registrant's Telephone Number, Including Area Code)


              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

     Yes [X] No [ ]

     The number of shares of Common Stock  outstanding  on [August 16,] 2002 was
12,718,877.
<PAGE>
                               AMENDMENTS TO 10-Q

     This  Amendment No. 1 to Form 10-Q  ("Amendment  No. 1") is being filed for
the purpose of making certain  corrections  and adjustments to Item 1, Financial
Statements, in the Quarterly Report on Form 10-Q for fiscal quarter ended August
31,  2002,  originally  filed with the  Securities  and Exchange  Commission  on
October 11, 2002, as follows:

     1. The Balance Sheet is amended by changing the August 31, 2002 and May 31,
2002 amounts shown for "Additional  paid in capital" from $16,330 to $17,401 and
$15,491 to $16,562,  respectively, and the "Accumulated deficit" from $12,526 to
$(13,597) and $(11,848) to $(12,919), respectively (dollars in thousands).

     2. Note 9 to the Consolidated Financial Statements has been amended to read
in its entirety as follows:

"9.  SUBORDINATED DEBT

During the fiscal year ended May 31,  2002,  the Company  issued to The Johnston
Family Charitable Foundation ("Johnston Foundation"),  a related party entity, a
subordinated  promissory  note (the  "Subordinated  Note") for  $1,250,000 and a
warrant to purchase up to 300,000 shares of common stock at $0.25 per share.  An
estimated  fair  value  of  $322,000  was  assigned  to  the  warrant  which  is
exercisable over a ten year period. Additionally, in the event of default by the
Company on the  Subordinated  Note,  the  Johnston  Foundation  had an option to
convert the Subordinated Note into RP common stock at an exchange ratio of $0.25
per share with respect to any  outstanding  principal and accrued  interest that
was not repaid in full.  Subsequently,  during the  remainder of the fiscal year
ended May 31,  2002,  the  Johnston  Foundation  exercised  warrants to purchase
147,808  shares of common stock for $37,000.  In February  2002, the Company was
not in compliance  with certain  financial  bank loan covenants that resulted in
the Company defaulting on the Subordinated Note. As a result of this default and
in connection  with the April 10, 2002  amendment to its bank credit  facilities
the  bank  required  that as a  condition  to the  execution  by the bank of the
amendments, the Johnston Foundation convert its $1,250,000 Subordinated Note and
the outstanding interest accrued through March 31, 2002 into RP common stock. On
April 10, 2002 the Johnston  Foundation  converted the  $1,250,000  Subordinated
Note and accrued  interest of $28,493 into 5,113,972  shares of RP common stock.
In  connection   therewith,   additional  interest  expense  of  $1,071,000  was
recognized,   including  $928,000   applicable  to  the  contingent   beneficial
conversion feature of the Subordinated Note and $143,000 of unamortized discount
associated with the detached  warrants in accordance with EITF 98-5,  ACCOUNTING
FOR CONVERTIBLE  SECURITIES WITH BENEFICIAL  CONVERSION FEATURES OR CONTINGENTLY
ADJUSTABLE  CONVERSION  RATIOS  and EITF  00-27,  APPLICATION  OF ISSUE  98-5 TO
CERTAIN CONVERTIBLE INSTRUMENTS.

Also,  during the fiscal year ended May 31, 2002 the Company completed a private
placement of subordinated  promissory notes (the Additional  Subordinated Notes)
in the amount of $425,000 with certain  members of the Board of Directors of the
Company or such individuals'  affiliated entities.  These notes bore interest at
13% and were due in full on October  26, 2002 and were  subordinate  to both the
FMP and RG bank credit  facilities.  The holders of the Additional  Subordinated
Notes also received  warrants to purchase 102,000 shares of RP common stock at a
price of $0.25 per share.  The warrants may be exercised for a ten-year  period.
Additionally, the holders of the Additional Subordinated Notes have an option to
convert  these  notes  into RP common  stock at an  exchange  ratio of $0.25 per
share.  Using the Black Scholes  option-pricing  model  warrants  granted to the
holders of the Additional  Subordinated  Notes were deemed to have no value.  On
February 28, 2002, the commitment date of the Additional  Subordinated Notes the
Company's  common  Stock  had a fair  value of $0.20  per  share,  as such,  the
conversion feature was also deemed to have no value.

In connection with the August 16, 2002 refinancing,  the Additional Subordinated
Notes and accrued  interest of $16,070 were converted  into 1,764,280  shares of
common  stock.   Accordingly,   the  Additional  Subordinated  Notes  have  been
classified as long-term debt as of May 31, 2002."
<PAGE>
                         AMENDED AND RESTATED FORM 10-Q:

     The following sets forth the amended and restated  Quarterly Report on Form
10-Q for the quarter ended August 31, 2001,  giving effect to all of the changes
contained in this Amendment No. 1 to the Form 10-Q:

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                  FORM 10-Q/A-1

                     AMENDMENT NO. 1 TO REPORT ON FORM 10-Q

(Mark One)

[X]  Quarterly  Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the quarterly period ended: August 31, 2002

[ ]  Transition Report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the transition period from __________ to __________


                         Commission file number: 0-22889


                              ROYAL PRECISION, INC.
             (Exact Name of Registrant as Specified in Its Charter)


                 Delaware                                        06-1453896
     (State or Other Jurisdiction of                          (I.R.S. Employer
      Incorporation or Organization)                         Identification No.)


    535 Migeon Avenue, Torrington, CT                              06790
(Address of Principal Executive Offices)                         (Zip Code)


                                 (860) 489-9254
              (Registrant's Telephone Number, Including Area Code)


              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)

     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

     Yes [X] No [ ]

     The number of shares of Common Stock  outstanding  on [August 16,] 2002 was
12,718,877.
<PAGE>
                                     PART I
                              FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                     ROYAL PRECISION, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    (dollars in thousands, except share data)

                                                         AUGUST 31,    MAY 31,
                                                           2002         2002
                                                         ---------    ---------
ASSETS                                                  (unaudited)  (unaudited)
Current assets
  Cash                                                   $     106    $       6
  Accounts receivable, net of allowance for doubtful
    accounts of $199 and $194 at August 31, 2002
    and May 31, 2002, respectively                           2,609        3,518
  Inventories                                                3,616        4,363
  Other current assets                                         709          387
                                                         ---------    ---------
Total current assets                                         7,040        8,274

Property, plant and equipment, net                           5,384        5,543
Goodwill, net                                                1,250        1,250
Other assets                                                    88          101
                                                         ---------    ---------

Total assets                                             $  13,762    $  15,168
                                                         =========    =========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
  Accounts payable                                       $   1,907    $   2,197
  Accrued salaries and benefits                                379          520
  Accrued pension liability                                    391          364
  Accrued restructuring costs                                  240          376
  Accrued environmental costs                                  179          212
  Other accrued expenses                                       408          422
  Current portion of long-term debt                          4,851        1,272
                                                         ---------    ---------
Total current liabilities                                    8,355        5,363

Long-term debt, less the current portion                     1,672        5,808
Subordinated debt                                               --          425
                                                         ---------    ---------

Total liabilities                                           10,027       11,596

Commitments and Contingencies

STOCKHOLDERS' EQUITY
  Preferred stock, $0.001 par value; 1,000,000 shares
    authorized; no shares issued                                --           --
  Common stock, $0.001 par value; 15,000,000 shares
    authorized (increased from 10,000,000 on September
    25, 2001); 12,718,877 and 10,954,597 shares issued
    and outstanding at August 31, 2002 and May 31, 2002,
    respectively                                                13           11
  Additional paid-in capital                                17,401       16,562
  Accumulated deficit                                      (13,597)     (12,919)
  Accumulated other comprehensive loss                         (82)         (82)
                                                         ---------    ---------

Total stockholders' equity                                   3,735        3,572
                                                         ---------    ---------

Total liabilities and stockholders' equity               $  13,762    $  15,168
                                                         =========    =========

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                    (in thousands, except per share amounts)

<TABLE>
<CAPTION>
                                                                      THREE MONTHS ENDED
                                                                    ----------------------
                                                                    AUGUST 31,   AUGUST 31,
                                                                      2002         2001
                                                                    ---------    ---------
                                                                   (unaudited)  (unaudited)
<S>                                                                 <C>          <C>
Net Sales
  Golf club shafts                                                  $   3,379    $   5,858
  Golf club grips                                                       1,165          807
                                                                    ---------    ---------
                                                                        4,544        6,665
                                                                    ---------    ---------
Cost of sales
  Golf club shafts                                                      3,251        4,622
  Golf club grips                                                         822          684
                                                                    ---------    ---------
                                                                        4,073        5,306
                                                                    ---------    ---------

  Gross profit                                                            471        1,359

Selling, general and administrative expenses                              945        1,785
                                                                    ---------    ---------

  Operating loss                                                         (474)        (426)
                                                                    ---------    ---------

Other (income) expense
  Interest expense                                                        166          170
  Other (income) expense                                                   38          (44)
                                                                    ---------    ---------
                                                                          204          126

  Loss before provision for income taxes                                 (678)        (552)

Provision for income taxes                                                 --          806
                                                                    ---------    ---------
  Loss before cumulative effect of change in accounting principle        (678)      (1,358)

Cumulative effect of change in accounting principle                        --        5,937
                                                                    ---------    ---------
  Net loss                                                          $    (678)   $  (7,295)
                                                                    =========    =========

Basic and diluted loss per share
  Loss before cumulative effect of change in accounting principle   $   (0.06)   $   (0.24)

  Cumulative effect of change in accounting principle                      --        (1.04)
                                                                    ---------    ---------
  Net loss                                                          $   (0.06)   $   (1.28)
                                                                    =========    =========

Common shares used to compute per share information
  Basic                                                                11,376        5,682
                                                                    =========    =========
  Diluted                                                              11,376        5,682
                                                                    =========    =========
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.

<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                     THREE MONTHS ENDED
                                                                   ----------------------
                                                                   AUGUST 31,   AUGUST 31,
                                                                     2002         2001
                                                                   ---------    ---------
                                                                  (unaudited)  (unaudited)
<S>                                                                <C>          <C>
OPERATING ACTIVITIES
  Net loss                                                         $    (678)   $  (7,295)
  Adjustments to reconcile net loss to net cash provided by
    operating activities:
  Depreciation                                                           202          213
  Increase in valuation allowance for deferred income tax assets          --          806
  Impairment of goodwill                                                  --        5,937
  Deferred debt cost                                                      17           --
  Loss on impairment or sale of machinery and equipment                    6           13
  Change in operating assets and liabilities:
    Accounts receivable, net                                             909        3,086
    Inventories                                                          747          109
    Other assets                                                          74           82
    Accounts payable and accrued expenses                               (571)         (31)
                                                                   ---------    ---------

Net cash provided by operating activities                                706        2,920
                                                                   ---------    ---------

INVESTING ACTIVITIES
  Purchases of machinery and equipment                                   (49)        (188)

  Proceeds from sale of machinery and equipment                           --           13
                                                                   ---------    ---------

Net cash used by investing activities                                    (49)        (175)
                                                                   ---------    ---------

FINANCING ACTIVITIES
  Repayments under lines-of-credit, net                                 (396)      (2,480)

  Repayments of long-term debt                                          (161)        (238)
                                                                   ---------    ---------

Net cash used by financing activities                                   (557)      (2,718)
                                                                   ---------    ---------

Change in cash                                                           100           27

Cash at beginning of period                                                6           33
                                                                   ---------    ---------

Cash at end of period                                              $     106    $      60
                                                                   =========    =========

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the period for:
  Interest                                                         $     170    $     167
                                                                   =========    =========
</TABLE>

              The accompanying notes are an integral part of these
                  condensed consolidated financial statements.
<PAGE>
                     ROYAL PRECISION, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


1.   ORGANIZATION AND BUSINESS

ORGANIZATION

The  accompanying  condensed  consolidated  financial  statements  include Royal
Precision,  Inc. ("RP"), a holding company, and its three wholly-owned operating
subsidiaries:  FM Precision Golf  Manufacturing  Corp. ("FM"), FM Precision Golf
Sales Corp.  ("FMP  Sales")  and Royal  Grip,  Inc.  ("RG"),  (collectively  the
"Company").  In addition, RG has a wholly owned subsidiary,  Royal Grip Headwear
Company. RP acquired RG on August 29, 1997 (the "RG Acquisition").

BUSINESS

The Company  designs,  manufactures  and distributes  steel golf club shafts and
designs and  distributes  golf club grips and graphite golf club shafts for sale
to original equipment  manufacturers  ("OEMs") and to distributors and retailers
for use in the replacement  market.  The Company's  products are sold throughout
the United States as well as Japan, China, Australia, Europe and Canada.

2.   BASIS OF PRESENTATION

The condensed  consolidated  financial  statements of Royal Precision,  Inc. and
subsidiaries  presented  herein have been prepared  pursuant to the rules of the
Securities and Exchange Commission for quarterly reports on Form 10-Q and do not
include all of the  information  and note  disclosures  required  by  accounting
principles  generally accepted in the United States of America.  These condensed
consolidated  financial  statements  should  be read  in  conjunction  with  the
Company's  consolidated  financial  statements  and notes thereto for the fiscal
year ended May 31, 2002 included in the Company's Annual Report on Form 10-K and
amended on Form 10-K/A. In the opinion of management, the accompanying unaudited
condensed consolidated financial statements include all adjustments,  consisting
of only normal recurring adjustments,  necessary to present fairly the condensed
consolidated  financial  position,  results of operations  and cash flows of the
Company.  Quarterly  operating  results are not  necessarily  indicative  of the
results that would be expected  for the full year.  The  condensed  consolidated
balance  sheet as of May 31, 2002 has been  derived  from the audited  financial
statements  at that  date,  but  does not  include  all of the  information  and
disclosures required for complete financial statements.

3.   RECENT ACCOUNTING PRONOUNCEMENTS

In August 2001, the FASB issued SFAS No. 144,  "Accounting for the Impairment or
Disposal of  Long-Lived  Assets"  which was  effective  for the  Company's  year
beginning  June 1, 2002.  SFAS 144  supersedes  the guidance under SFAS 121 with
respect to accounting  for  impairment of long-lived  assets as well as changing
the presentation and accounting for certain  operations that may be discontinued
by an  entity.  The  impact  of  adopting  SFAS 144 was not  significant  to the
Company's financial statements.

4.   RECLASSIFICATIONS

Certain  prior year  amounts  have been  reclassified  to conform to the current
year's presentation.
<PAGE>
5.   EARNINGS (LOSS) PER SHARE

Basic  earnings  (loss) per share are based on the  weighted  average  number of
shares of common stock  outstanding  during the period.  Diluted earnings (loss)
per share  considers,  in addition to the above,  the dilutive  effect of common
share equivalents during the period. Common share equivalents represent dilutive
stock  options and warrants  using the "treasury  stock" method and  convertible
debt securities using the "if converted"  method, if the potential common shares
are not anti-dilutive.

Loss per share for the  three-month  periods  ended August 31, 2002 and 2001 did
not  reflect   outstanding   options  and  warrants  because  their  effect  was
anti-dilutive.  The number of shares used in computing  income  (loss) per share
for the  three-month  periods ended August 31, 2002 and 2001 were as follows (in
thousands):

                                                   THREE MONTHS ENDED AUGUST 31,
                                                   -----------------------------
                                                       2002             2001
                                                     --------         --------
Basic:
  Average common shares outstanding                    11,376            5,682

Diluted:
  Dilutive effect of stock options and warrants            --               --
                                                     --------         --------

  Average common shares outstanding                    11,376            5,682
                                                     --------         --------


Average common shares outstanding                      11,376            5,682
                                                     ========         ========

6.   INVENTORIES

Inventories,  net  of  valuation  allowances,  consisted  of the  following  (in
thousands):

                                             AUGUST 31, 2002   MAY 31, 2002
                                             ---------------   ------------
     Raw materials                               $    327        $    315
     Work-in-process                                1,265           1,304
     Finished goods                                 2,024           2,744
                                                 --------        --------
                                                 $  3,616        $  4,363
                                                 ========        ========
<PAGE>
7.   PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following (in thousands):

                                             AUGUST 31, 2002   MAY 31, 2002
                                             ---------------   ------------
     Land                                        $    123        $    123
     Furniture, fixtures and office equipment         599             599
     Buildings and improvements                       912             912
     Machinery and equipment                        5,624           5,624
     Equipment held for sale                          111             117
     Construction in progress                         675             626
                                                 --------        --------
                                                    8,044           8,001
     Less - Accumulated depreciation               (2,660)         (2,458)
                                                 --------        --------

                                                 $  5,384        $  5,543
                                                 ========        ========

Depreciation  expense for the three  months  ended  August 31, 2002 and 2001 was
$202,000 and $ 213,000, respectively.

8.   BANK BORROWING ARRANGEMENTS

On August  16,  2002,  the  Company  refinanced  its bank  debt.  In  connection
therewith,  the Company  executed an Amended and  Restated  Credit and  Security
Agreement  (the  Agreement).  The Agreement  includes  lines-of  credit and term
loans. The  lines-of-credit are subject to renewal in July 2003. The Company has
a right  to  extend  the  maturity  date  through  July  2004  provided  certain
requirements  are met. The term loans mature in September  2004.  The effects of
the refinancing have been retroactively applied to May 31, 2002.

Long-term debt consists of the following (in thousands):

                                             AUGUST 31, 2002   MAY 31, 2002
                                             ---------------   ------------
     Lines-of-credit                             $  4,209        $  4,605
     Term loans                                     2,314           2,475
                                                 --------        --------
                                                    6,523           7,080

     Current portion                                4,851           1,272
                                                 --------        --------

     Total long-term debt                        $  1,672        $  5,808
                                                 ========        ========

Scheduled  annual  maturities of debt for the years ending August 31, 2003, 2004
and 2005 are $4,851,000, $642,000 and $1,030,000, respectively.

Under  the  Agreement,  a  maximum  of  $6,500,000  may be  borrowed  under  the
lines-of-credit  using a formula based on accounts  receivable,  inventories and
letters of credit.  Amounts borrowed under the lines-of-credit  bear interest at
rates  ranging  from prime to prime plus 3.0%.  The term loans bear  interest at
rates  ranging  from prime plus 3.25% to prime  plus  3.75%.  Substantially  all
assets  are  pledged as  collateral  for  borrowings  under the  Agreement.  The
Agreement also provides for certain financial  covenants relating to the amounts
of net losses and net assets.

In connection with the Agreement  certain  stockholders were required to provide
letters of credit by the lender.  The fair value for providing  these letters of
credit has been  recorded  as a  contribution  to capital  with a  corresponding
charge to deferred debt costs.  The deferred debt costs are being amortized over
the term of the related debt.
<PAGE>
9.   SUBORDINATED DEBT

During the fiscal year ended May 31,  2002,  the Company  issued to The Johnston
Family Charitable Foundation ("Johnston Foundation"),  a related party entity, a
subordinated  promissory  note (the  "Subordinated  Note") for  $1,250,000 and a
warrant to purchase up to 300,000 shares of common stock at $0.25 per share.  An
estimated  fair  value  of  $322,000  was  assigned  to  the  warrant  which  is
exercisable over a ten year period. Additionally, in the event of default by the
Company on the  Subordinated  Note,  the  Johnston  Foundation  had an option to
convert the Subordinated Note into RP common stock at an exchange ratio of $0.25
per share with respect to any  outstanding  principal and accrued  interest that
was not repaid in full.  Subsequently,  during the  remainder of the fiscal year
ended May 31,  2002,  the  Johnston  Foundation  exercised  warrants to purchase
147,808  shares of common stock for $37,000.  In February  2002, the Company was
not in compliance  with certain  financial  bank loan covenants that resulted in
the Company defaulting on the Subordinated Note. As a result of this default and
in connection  with the April 10, 2002  amendment to its bank credit  facilities
the  bank  required  that as a  condition  to the  execution  by the bank of the
amendments, the Johnston Foundation convert its $1,250,000 Subordinated Note and
the outstanding interest accrued through March 31, 2002 into RP common stock. On
April 10, 2002 the Johnston  Foundation  converted the  $1,250,000  Subordinated
Note and accrued  interest of $28,493 into 5,113,972  shares of RP common stock.
In  connection   therewith,   additional  interest  expense  of  $1,071,000  was
recognized,   including  $928,000   applicable  to  the  contingent   beneficial
conversion feature of the Subordinated Note and $143,000 of unamortized discount
associated with the detached  warrants in accordance with EITF 98-5,  ACCOUNTING
FOR CONVERTIBLE  SECURITIES WITH BENEFICIAL  CONVERSION FEATURES OR CONTINGENTLY
ADJUSTABLE  CONVERSION  RATIOS  and EITF  00-27,  APPLICATION  OF ISSUE  98-5 TO
CERTAIN CONVERTIBLE INSTRUMENTS.

Also,  during the fiscal year ended May 31, 2002 the Company completed a private
placement of subordinated  promissory notes (the Additional  Subordinated Notes)
in the amount of $425,000 with certain  members of the Board of Directors of the
Company or such individuals'  affiliated entities.  These notes bore interest at
13% and were due in full on October  26, 2002 and were  subordinate  to both the
FMP and RG bank credit  facilities.  The holders of the Additional  Subordinated
Notes also received  warrants to purchase 102,000 shares of RP common stock at a
price of $0.25 per share.  The warrants may be exercised for a ten-year  period.
Additionally, the holders of the Additional Subordinated Notes have an option to
convert  these  notes  into RP common  stock at an  exchange  ratio of $0.25 per
share.  Using the Black Scholes  option-pricing  model  warrants  granted to the
holders of the Additional  Subordinated  Notes were deemed to have no value.  On
February 28, 2002, the commitment date of the Additional  Subordinated Notes the
Company's  common  Stock  had a fair  value of $0.20  per  share,  as such,  the
conversion feature was also deemed to have no value.

In connection with the August 16, 2002 refinancing,  the Additional Subordinated
Notes and accrued  interest of $16,070 were converted  into 1,764,280  shares of
common  stock.   Accordingly,   the  Additional  Subordinated  Notes  have  been
classified as long-term debt as of May 31, 2002.

10.  INFORMATION ON SEGMENTS

The Company has two reportable  segments:  golf club shafts and golf club grips.
The accounting  policies of the segments are the same as those  described in the
summary of significant accounting policies in the Annual Report on Form 10-K for
the fiscal year ended May 31, 2002.  The Company  evaluates the  performance  of
these segments  based on segment  operating  income or loss and cash flows.  The
Company allocates certain administrative expenses to segments.
<PAGE>
The amounts in this  illustration  are the amounts in reports  used by the chief
operating officer (in thousands):

                                                       THREE MONTHS ENDED
                                                        AUGUST 31, 2002
                                               --------------------------------
                                               GOLF CLUB   GOLF CLUB
                                                SHAFTS      GRIPS       TOTAL
                                               --------    --------    --------
     Net sales                                 $  3,379    $  1,165    $  4,544
     Operating (loss) income                       (578)        104        (474)
     Depreciation                                   154          48         202
     Interest expense                               148          18         166


     Total assets for reportable segments      $ 12,461    $  6,110    $ 18,571
     Elimination of investment in subsidiary                             (4,809)
     Condensed consolidated total assets                               $ 13,762
                                                                       ========


                                                      THREE MONTHS ENDED
                                                        AUGUST 31, 2001
                                               --------------------------------
                                               GOLF CLUB   GOLF CLUB
                                                SHAFTS      GRIPS       TOTAL
                                               --------    --------    --------
     Net sales                                 $  5,858    $    807    $  6,665
     Operating loss                                (217)       (209)       (426)
     Depreciation                                   157          56         213
     Interest expense                               155          15         170


     Total assets for reportable segments      $ 13,632    $  6,349    $ 19,981
     Elimination of investment in subsidiary                             (4,821)
     Condensed consolidated total assets                               $ 15,160
                                                                       ========

11.  ENVIRONMENTAL MATTERS

In May 1996, the Company acquired  substantially all the assets of the golf club
shaft manufacturing business of Brunswick Corporation (NYSE: BC) (the "Brunswick
Acquisition").  Included  in  the  acquired  assets  were  land,  buildings  and
equipment at the Company's Torrington,  Connecticut  manufacturing facility (the
"FMP  plant").  In  conjunction  with  the  Brunswick   Acquisition,   Brunswick
Corporation  ("Brunswick")  agreed  to  indemnify  the  Company  from  potential
liability  arising from certain  environmental  matters and to remediate certain
environmental  conditions  which  existed  at  the  FMP  plant  on the  date  of
acquisition.  Brunswick has engaged an environmental  consulting firm to perform
testing  at the  FMP  plant  and is in  the  process  of  developing  a plan  of
remediation.  The Company has engaged an environmental consulting firm to assist
in the development of the plan of  remediation.  Failure of Brunswick to fulfill
its obligations  under the asset purchase contract could have a material adverse
effect on the Company's financial condition and results of operations.
<PAGE>
Prior  to the  Brunswick  Acquisition,  the FMP  plant  was  listed  in the U.S.
Environmental Protection Agency's ("EPA") Comprehensive  Environmental Response,
Compensation and Liability Information System ("CERCLIS").  A contractor for the
EPA performed an assessment of the FMP plant.  A report has been issued  setting
out the  results  of that  assessment.  Pursuant  to the  Brunswick  Acquisition
agreement,  Brunswick has an obligation under the Connecticut  Transfer Act (the
"Act") to remediate any  environmental  issues that fall within the scope of the
Act. The Company believes that the  environmental  issues  identified would fall
within the scope of the Act or other  provisions  of the  acquisition  agreement
that would  require them to be addressed by Brunswick.  There is not  sufficient
information  at this time to determine  what action,  if any, the EPA may pursue
and what effect,  if any, it may have on the Company's  financial  condition and
results of operations.

In October  2000,  the Company  received a notice of violation  ("NOV") from the
State of Connecticut  Department of  Environmental  Protection  ("DEP") alleging
that various effluent  discharge  samples were in violation of authorized limits
under an existing  permit for the discharge of treated  wastewater  from the FMP
plant to the Naugatuck River.  The Company  submitted its response to the NOV in
December 2000 and received  drafts of a consent order from the DEP in April 2001
and October 2001. Terms of the draft consent order include,  among other things,
that the  Company  pay a civil  penalty  of  approximately  $225,000,  submit to
various  compliance audits, and complete a feasibility study to determine if the
discharge  of treated  wastewater  from the FMP plant can be  diverted  from the
Naugatuck  River. A provision was recorded for the proposed civil penalty during
the fiscal year ended May 31, 2001. However,  management believes it is possible
that the proposed  civil  penalty may be reduced when the final consent order is
executed.

Environmental  costs related to the various  matters  discussed above totaled $0
and $30,000, net of recoveries,  during the three-month periods ended August 31,
2002 and 2001, respectively.

12.  VALUATION ALLOWANCE ON DEFERRED TAX ASSETS

As of May 31,  2001,  the Company  had  recorded  deferred  income tax assets of
$806,000, net of a valuation allowance of $1,745,000. Due to the loss recognized
during the three months ended August 31, 2001 and the then expected losses to be
incurred  during  the  fiscal  year  ending May 31,  2002,  including  corporate
restructuring  charges,  management concluded that it would be unlikely that the
Company  would  generate  taxable  income  during the fiscal year ending May 31,
2002.  Therefore,  the  valuation  allowance  was  increased to fully offset the
recorded  deferred  income tax assets based on the more likely than not criteria
for  realizability  of deferred income tax assets  established in SFAS 109. This
increase in the valuation allowance is reflected as a provision for income taxes
of  $806,000  during  the  three-month  period  ended  August  31,  2001  in the
accompanying condensed consolidated statement of operations.

13.  GOODWILL IMPAIRMENT

In connection with adopting SFAS No. 142, "Goodwill and Other Intangible Assets"
during  the fiscal  quarter  ended  August  31,  2001,  the  Company  tested its
unamortized  previously  recognized  goodwill for impairment.  An impairment was
recorded of $5,937,000, which is reflected as the cumulative effect of change in
accounting  principle in the accompanying  condensed  consolidated  statement of
operations  for the three months ended August 31, 2001.  There was no income tax
effect of this change in accounting principle.
<PAGE>
14.  CORPORATE RESTRUCTURING

In September  2001, the Company's  board of directors  approved a  restructuring
plan designed to streamline  operations and reduce expenses.  The  restructuring
was  completed  during the fiscal  year ended May 31,  2002.  The  restructuring
included staff  reductions and a decrease in operating  expenses  resulting from
the consolidation of the corporate headquarters leased in Scottsdale, Arizona to
the manufacturing facility which the Company owns in Torrington, Connecticut.

During the fiscal  year ended May 31,  2002 and  subsequent  to the  three-month
period ended August 31, 2001,  the Company  recorded a  restructuring  charge of
approximately  $1,313,000  for  various  costs as  shown  below.  Of the  amount
expensed to date, $1,290,000 represents cash costs, of which $1,050,000 has been
paid through August 31, 2002 ($914,000 paid through May 31, 2002).

     Employee severance                                          $  752,000
     Lease obligation                                               347,000
     Employee hiring and relocation costs                           166,000

     Other                                                           48,000
                                                                 ----------
                                                                 $1,313,000
                                                                 ==========

14.  CORPORATE RESTRUCTURING (CONTINUED)

The employment of  approximately  25 individuals  who performed  administrative,
sales,  marketing,  customer  service and accounting  functions at the Company's
corporate headquarters in Scottsdale,  Arizona was terminated as a result of the
restructuring.  The affected employees are receiving severance benefits to total
approximately  $752,000.  Unpaid  severance  as of August  31,  2002 is  $22,000
($103,000 as of May 31, 2002).

The lease term of the Company's  former  corporate  headquarters  in Scottsdale,
Arizona  continues through May 2004. The Company's monthly rent is approximately
$17,000,  net of  sub-leases,  and the  aggregate  rental  obligation  over  the
remaining  term of the lease as of August 31, 2002 is $478,000.  The Company has
retained a real estate broker to assist in the sub-leasing of the property.  The
Company  anticipates  that an agreement  will be made with a  sub-tenant  or the
current  landlord by May 31,  2003 to sublease  the space or buy out the current
lease agreement.  The Company had accrued the estimated expense  associated with
this lease of $347,000  as part of the  restructuring.  Of this amount  $217,000
remains unpaid as of August 31, 2002 ($273,000 as of May 31, 2002).
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

FORWARD-LOOKING STATEMENTS --

This Report on Form 10-Q contains forward-looking  statements within the meaning
of the Private Securities  Litigation Reform Act of 1995. These  forward-looking
statements are often  characterized by the terms "may," "believes,"  "projects,"
"expects,"  or  "anticipates,"   and  do  not  reflect  historical  facts.  Such
statements include, but are not limited to, statements  concerning the Company's
future results from operations;  the adequacy of existing capital  resources and
credit lines; the ability to modify the terms of existing credit  facilities and
to obtain additional financing;  anticipated future customer orders; anticipated
future capital  expenditures;  anticipated costs of environmental matters at the
Company's manufacturing facility and expectations regarding future environmental
reports;  and the  Company's  ability  to  generate  sufficient  cash  flow from
operations to repay indebtedness and fund operations.  The Company undertakes no
obligation to publicly update or revise any forward-looking statements,  whether
as a result of new information, future events, or otherwise.

Forward-looking  statements are based on the current beliefs and expectations of
the Company's management and are subject to significant risks, uncertainties and
other factors, which may cause actual results,  performance,  or achievements of
the Company to be materially  different from those  expressed or implied by such
forward-looking statements.  Factors that could affect the Company's results and
cause  them  to  be   materially   different   from  those   contained   in  the
forward-looking  statements include:  uncertainties relating to general economic
conditions;  the Company's  dependence on discretionary  consumer spending;  the
Company's dependence on demand from original equipment  manufacturers  ("OEMs");
the Company's  dependence on  international  sales; the cost and availability of
raw materials; the timeliness and market acceptance of the Company's new product
introductions;  the  competitive  environment  in which  the  Company  operates;
seasonality of sales,  which results in fluctuations in operating  results;  the
Company's  ability to protect its intellectual  property  rights;  the Company's
reliance on third party suppliers;  changes in the financial markets relating to
the Company's capital structure and cost of capital;  increased costs related to
environmental  regulations  and/or the failure of third parties to fulfill their
indemnification  and remediation  obligations to the Company;  work stoppages or
slowdowns;  the  Company's  ability to  successfully  launch new  products;  the
willingness  of the  Company's  lenders to modify the terms of  existing  credit
facilities and other factors that management is currently  unable to identify or
quantify, but may arise or become known in the future. A discussion of these and
other factors that could cause the Company's  results to differ  materially from
those described in the  forward-looking  statements can be found in Exhibit 99.1
of the Company's Annual Report on Form 10-K for the year ended May 31, 2002.

OVERVIEW --

The Company  designs,  manufactures  and distributes  steel golf club shafts and
designs and  distributes  golf club grips and graphite golf club shafts for sale
to OEMs and to distributors and retailers for use in the replacement market. The
Company's   products  are  sold   throughout   the  United  States  as  well  as
internationally, primarily in Japan, Australia, China, Europe and Canada.

The  Company  principally  operates  in the golf  equipment  industry  which has
historically  been seasonal in nature with consumer demand for product being the
strongest during the spring and summer months.

Operating  results  may be affected by certain  accounting  estimates.  The most
significant  accounting  estimates in the financial  statements  relate to asset
valuation allowances (slow moving and obsolete inventories, accounts receivable,
deferred  income tax assets,  property  plant and  equipment  and  goodwill) and
accruals  for  restructuring  and  environmental  fees.   Management  critically
evaluates the Company's estimates to establish its reserves and needed accruals.
To the extent these estimates change,  net income will be affected in the period
these changes are determined.
<PAGE>
THREE MONTHS ENDED AUGUST 31, 2002 COMPARED TO THE THREE MONTHS ENDED AUGUST 31,
2001 --

NET SALES. Net sales for the three months ended August 31, 2002 were $4,544,000,
a  decrease  of  $2,121,000  or 32% from  net  sales of  $6,665,000  during  the
corresponding  period  in 2001.  Net  sales of golf  club  shafts  decreased  by
$2,479,000 or 42% and net sales of golf club grips increased by $358,000 or 44%.
The Company has  experienced an overall  decline in sales and a shift in the mix
of products sold which  management  attributes  to the  softening  economy and a
lower demand for high-end sports and leisure consumer  products.  This change in
product mix has  negatively  impacted the Company's  average  selling prices and
profit margins.

COST OF SALES. Cost of goods sold for the three months ended August 31, 2002 was
$4,073,000,  a  decrease  of  $1,233,000  or 23%  from  cost  of  goods  sold of
$5,306,000  during the  corresponding  period in 2001  primarily  as a result of
lower  total  net  sales.  The  cost of golf  club  shafts  sales  decreased  by
$1,371,000 or 30% and the cost of golf club grips sales increased by $138,000 or
20%. Reduced production needs at the Company's manufacturing facility during the
three  months ended August 31, 2002  compared to the  corresponding  period last
year resulted in fixed  manufacturing costs being spread over a decreased number
of units and a higher unit cost for the shafts manufactured.

GROSS  PROFIT.  Gross  profit for the three  months  ended  August 31,  2002 was
$471,000,  a decrease of $888,000 or 65% under gross profit of $1,359,000 during
the  corresponding  period in 2001.  Gross profit from sales of golf club shafts
decreased by $1,108,000 or 90% to $128,000.  Expressed as a percentage of sales,
the gross profit from sales of golf club shafts  decreased from 21% to 4%. Gross
profit during the three months ended August 31, 2002 was negatively  impacted by
a change in the mix of products sold and a reduction in manufacturing  output as
compared to the corresponding 2001 period.  Gross profit from sales of golf club
grips  increased by $220,000 or 179% to $343,000.  Expressed as a percentage  of
sales,  the gross profit from sales of golf club grips increased from 15% to 29%
due to reduced unit cost.

SELLING,   GENERAL   AND   ADMINISTRATIVE   EXPENSES.   Selling,   general   and
administrative  expenses  for the  three  months  ended  August  31,  2002  were
$945,000, a decrease of $840,000 or 47% from selling, general and administrative
expenses of $1,785,000 during the corresponding period in 2001. This decrease is
primarily  due to reduced  spending  on  television  and print  advertising  and
reduced  administrative  costs  during the  three-month  period ended August 31,
2002.

INTEREST  EXPENSE.  Interest expense  decreased from $170,000 to $160,000 during
the  three-month  periods  ended  August 31,  2002 and 2001,  respectively.  The
decrease is  attributable  to added  borrowings on the Company's lines of credit
offset by a significant  decline in the prime interest rate and the rate charged
by the Company's lender.

OTHER  (INCOME)  AND  EXPENSE.  Other  (income) and expense for the three months
ended August 31, 2002 and 2001 were  $38,000 and  $(41,000),  respectively.  The
three-month period ended August 31, 2002 is principally  comprised of loan fees,
while the income for the three  months  ended  August  31,  2001 is  principally
royalties earned on sales of headwear products which royalty  provisions expired
during this time period.

PROVISION  FOR INCOME  TAXES.  . Income tax  provisions  of $0 and $806,000 were
recorded  during the three months ended August 31, 2002 and 2001,  respectively.
As of May 31, 2001,  the Company had  recorded  deferred tax assets of $800,000,
net of a valuation  allowance of $1,700,000.  Due to the loss recognized  during
the fiscal year ending May 31, 2002,  the  valuation  allowance was increased to
fully offset the recorded  deferred tax assets based on the more likely than not
criteria for  realizability  of deferred tax assets  established in SFAS 109. No
adjustments  to the  valuation  allowance on deferred  tax assets were  recorded
during the three-month period ended August 31, 2002.

CUMULATIVE EFFECT OF CHANGE IN ACCOUNTING PRINCIPLE.  As discussed in Note 13 to
the condensed  consolidated  financial statements,  the Company adopted SFAS No.
142 effective June 1, 2001. In accordance with the transitional guidance of SFAS
No. 142, the Company's previously  recognized goodwill was tested for impairment
under the newly established guidelines. A charge in the amount of $5,937,000 was
<PAGE>
recorded for the  calculated  impairment,  which is reflected as the  cumulative
effect  of  change  in  accounting  principle  in  the  accompanying   condensed
consolidated statement of operations for the three months ended August 31, 2001.

LIQUIDITY AND CAPITAL RESOURCES --

At August 31, 2002, the Company had negative working capital of $1,315,000 and a
current  ratio of 0.8 to 1 as compared to working  capital of  $2,911,000  and a
current  ratio of 1.5 to 1 at May 31, 2002.  This decline in working  capital is
primarily a result of the line of credit becoming  current.  The Company has the
right  to  extend  the  maturity  date  through  August  2004  provided  certain
requirements  are met,  including  an  extended  letter of credit  from  certain
stockholders.

As of August 16, 2002, the Company  refinanced its bank debt. The effects of the
refinancing have been retroactively  applied to May 31, 2002. The interest rates
on the  refinanced  debt are 1% to 4% lower than the prior  rates.  Prior to the
August  2002  refinancing,  the  Company  was  not in  compliance  with  certain
financial  covenants,  but was successful in obtaining the necessary waivers and
amendments in August 2001,  February 2002 and May 2002, to remedy such defaults.
Although the Company  believes it will be in compliance with the covenants under
the  refinancing,  there can be no assurance  that the Company  would be able to
obtain any  necessary  waivers or amendments  upon the  occurrence of any future
incidence  of  noncompliance  with loan  covenants.  As such,  any  instance  of
noncompliance  could have a material  adverse effect on the Company's  financial
condition.

The  Company's  bank credit  facility  includes two lines of credit and two term
loans.  The outstanding  principal  balance of the term loans at August 31, 2002
was  $2,315,000.  The term loans are due in monthly  principal  installments  of
$53,517 until August 2004 with a final principal  payment of $1,030,150 at their
maturity in September  2004.  The term loans bear interest at rates ranging from
prime plus 3.25% to prime plus 3.75%.  The  outstanding  balance on the lines of
credit at August 31, 2002 was  $4,209,000 and the lines of credit are subject to
renewal in July  2003.  The  Company  has a right to extend  the  maturity  date
through July 2004 provided certain  requirements are met. Amounts borrowed under
the lines of credit  bear  interest  at rates  ranging  from prime to prime plus
3.0%.

During fiscal year 2002,  the Company issued to The Johnston  Family  Charitable
Foundation  ("Johnston  Foundation"),  a related  party entity,  a  subordinated
promissory  note (the  "Subordinated  Note")  for  $1,250,000  and  warrants  to
purchase  up to  300,000  shares of common  stock.  Subsequently,  the  Johnston
Foundation  exercised a portion of the  warrants to purchase  147,808  shares of
common stock and converted the $1,250,000 Subordinated Note and accrued interest
into 5,113,972 shares of common stock. See Note 9 to the condensed  consolidated
financial statements contained herein.

Also,  during  fiscal year 2002,  the  Company  issued  additional  subordinated
promissory  notes (the "Additional  Subordinated  Notes") of $425,000 to certain
members of the Board of Directors of the Company or such individuals' affiliated
entities.  The  holders  of the  Additional  Subordinated  Notes  also  received
warrants to purchase  102,000  shares of common stock.  In  connection  with the
August 16,  2002  refinancing,  the  Additional  Subordinated  Notes and accrued
interest  of $16,070  were  converted  into  1,764,280  shares of common  stock.
Accordingly, the Additional Subordinated Notes have been classified as long-term
debt as of May 31,  2002.  See Note 9 to the  condensed  consolidated  financial
statements contained herein.

The Company  believes that its existing  lines-of-credit  are sufficient to fund
the planned  operating  needs for its  business  through  the July 2003  renewal
period of its current lines-of credit,  assuming that management's  expectations
regarding results of operations are realized.  The Company also believes that it
will be able to renew its existing  lines-of-credit during the July 2003 renewal
period  assuming  that either  management's  expectations  regarding  results of
operations are realized so as to yield  additional cash, the Company's needs for
cash in  addition  to cash  generated  by  operations  are  reduced  or  certain
stockholders  choose to extend  their  letters of credit as provided  for in the
current lending agreement.  If these developments are not realized,  the Company
will be required to obtain  additional  capital.  There can be no assurance that
<PAGE>
the Company will be able to do so. Failure to do so will have a material adverse
effect on the  Company's  financial  condition.  The  Company has noted a recent
trend that the Company's customers have expressed an uncharacteristic reluctance
to commit to sales on any more than a  short-term  basis.  The Company  believes
that this is due to the  uncertainties  in the  economy.  Failure  to obtain the
Company's  expected  sales  levels  will have a material  adverse  effect on the
Company's  financial  condition.  Existing lines of credit enable the Company to
borrow a maximum of  $6,500,000  using a formula  based on account  receivables,
inventories  and  letters of credit.  Richard P.  Johnston  and  Christopher  A.
Johnston provided the letters of credit.

During the three  month  period  ended  August 31,  2002,  net cash  provided by
operating activities was $706,000.  This included a net loss of $661,000 for the
three months ended August 31, 2002 which was off-set by a reduction in inventory
levels of $747,000 and a reduction in accounts receivable of $909,000.

Net cash used in investing  activities for the  three-month  period ended August
31, 2002 was $49,000 and was for the purchase of machinery and equipment.

Net cash used in financing  activities for the  three-month  period ended August
31,  2002,   was  $557,000  and  was  the  result  of  the  net   repayments  of
lines-of-credit of $396,000 and repayments of term debt of $161,000.

ENVIRONMENTAL MATTERS --

For a discussion of relevant  environmental  issues,  please refer to Note 11 to
the condensed consolidated financial statements contained herein.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Sales of the Company's  products  outside the United States are  denominated  in
U.S.  dollars.  The Company does not  participate  in any market risk  sensitive
financial  instruments or other financial and commodity instruments and holds no
investments.

The Company's  primary market risk continues to relate to its variable rate debt
obligations,  which  are  described  in  Note  8 to the  condensed  consolidated
financial statements.
<PAGE>
                                     PART II
                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

     None.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

     In February and March 2002, due to the Issuer's lack of liquidity,  certain
directors of the Issuer (or their affiliates) lent to the Issuer an aggregate of
$425,000 and received in exchange therefor subordinated  convertible  promissory
notes and warrants to purchase  shares of the Issuer's  common stock,  $.001 par
value,  at a price  of  $0.25  per  share.  This  transaction  was  exempt  from
registration  under Section 4(2) of the  Securities  Act. On August 9, 2002, the
parties entered into conversion  agreements whereby the entire  indebtedness and
accrued  interest thereon through August 9, 2002 was converted into an aggregate
of 1,764,279 shares of restricted common stock of the Issuer.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

     None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.

ITEM 5. OTHER INFORMATION.

     On August  30,  2002,  the  Issuer  received  a revised  offer  from  Royal
Associates,  Inc.  ("RA") for the acquisition of those shares of common stock of
the  Issuer  owned  by  public  stockholders  (excluding  stockholders  who  are
stockholders of RA, persons  associated  with RA and certain other  stockholders
designated  by RA) pursuant to which a  wholly-owned  subsidiary  of RA would be
merged  with and into the  Issuer,  in a  cash-out  merger in which  the  public
stockholders of the Issuer would receive a price of $0.10 per share in cash. The
Issuer requested the oral opinion of The Harman Group Corporate  Finance,  Inc.,
that,  subject to certain  customary  qualifications  to be  described  in their
report,  the  consideration  of $0.10 per share  offered by RA  pursuant  to the
proposed  cash-out  merger of the public  stockholders is fair to the Issuer and
the  stockholders of the Issuer from a financial point of view, which report was
received on September  12, 2002.  On September  12, 2002,  the Issuer,  RA and a
wholly-owned  subsidiary of RA entered into an Agreement and Plan of Merger. The
transaction remains subject to approval of the Issuer's stockholders and certain
other  conditions.  On September 20, 2002,  the Issuer and RA jointly filed with
the Securities and Exchange  Commission (the "SEC") a Schedule 13E-3 Transaction
Statement  related  thereto  and the  Issuer  filed a Schedule  14C  Preliminary
Information Statement.  The Issuer and RA are awaiting comments thereon from the
SEC.  If the  merger  is  consummated,  after the  merger,  RA will be a holding
company with the Issuer as its wholly-owned subsidiary.

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

     (a) Exhibits.

     (3) Certificate of Incorporation and Bylaws

     Exhibit 3.1. Second Amended and Restated  Certificate of  Incorporation  of
Royal  Precision,  Inc.  (as filed with the  Secretary  of State of  Delaware on
February 5, 2002)  (incorporated  by reference  to Exhibit 3.1 to the  Company's
Form 8-K dated January 28, 2002).

     Exhibit  3.2.  Amended  and  Restated  Bylaws  of  Royal  Precision,   Inc.
(incorporated  by  reference  to  Exhibit  3.2 to the  Company's  Form 8-K dated
January 28, 2002).
<PAGE>
     (4) Instruments Defining the Rights of Security Holders

     Exhibit 4. 1. See Articles FOUR, FIVE and SEVEN of the Amended and Restated
Certificate of Incorporation at Exhibit 3.1.

     Exhibit 4.2. See Article I, Sections 2.1 and 2.2 of Article II and Sections
7.3 and 7.10 of Article  VII of the Bylaws of Royal  Precision,  Inc. at Exhibit
3.2.

     Exhibit  4.3.  See  Section  7.5 of the  Amended  and  Restated  Credit and
Security  Agreement  dated  as  of  August  9,  2002  among  FM  Precision  Golf
Manufacturing  Corp.  and FM Precision Golf Sales Corp. and Wells Fargo Business
Credit, Inc.

     Exhibit 4.4. See Section 7.5 of the Second Amended and Restated  Credit and
Security  Agreement  dated  August 9, 2002 among  Royal Grip,  Inc.,  Royal Grip
Headwear Company and Wells Fargo Business Credit, Inc.

     (10) Material Contracts

     Exhibit 10.1. Form of Conversion  Agreement between the Company and several
lenders dated as of August 9, 2002 with schedule  setting forth material details
in which such documents differ from the form attached (incorporated by reference
to Exhibit 32 to Amendment No. 3 of Schedule 13D of Richard P. Johnston,  et al,
dated August 12, 2002).

     (b) Reports on Form 8-K.

     Reports on Form 8-K were filed by the Registrant as follows:

          (i)  Report  June 11,  2002,  in  response  to Item 9,  Regulation  FD
Disclosure,  reporting that the Company's  quarterly report on Form 10-Q for the
quarter ended  February 28, 2002 was filed on April 12, 2002 without having been
reviewed by an independent  auditor,  necessitated  by a change in auditors from
Arthur  Andersen LLP to a new firm of  independent  certified  auditors and that
there were no  material  changes as a result of the review  made  thereafter  by
Ernst & Young LLP, the Company's new independent certified public auditors.

          (ii) Report dated June 12, 2002, in response to Item 9,  Regulation FD
Disclosure,  reporting  that the Issuer had received a revised  offer from Royal
Associates,  Inc. ("RA") for the acquisition of the Issuer pursuant to which the
Issuer would be merged with RA or a wholly-owned subsidiary of RA, in a cash-out
merger in which public stockholders of the Issuer would receive a price of $0.37
per share in cash, reflecting an increase over the initial offer by RA.

          (iii) Report dated August 22, 2002, in response to Item 9,  Regulation
FD Disclosure,  reporting that the  certification of the chief executive officer
and chief financial officer accompanied the Company's Form 10-K.

          (iv) Report dated August 26, 2002,  in response to Item 9,  Regulation
FD Disclosure, reporting on a press release containing results of operations for
fiscal year ended May 31, 2002.

          (v) Report dated August 30, 2002, in response to Item 9, Regulation FD
Disclosure,   reporting  on  a  press  release  jointly  announcing  with  Royal
Associates,  Inc.  the receipt of a revised  offer to pay $0.10 per share in the
proposed cash out merger of the Issuer,  a reduction of $0.27 per share, and the
request for a fairness opinion.

          (vi)  Report  dated  September  12,  2002,  in  response  to  Item  9,
Regulation  FD  Disclosure,  announcing  that the  Issuer  had  entered  into an
Agreement and Plan of Merger with Royal Associates, Inc.
<PAGE>
                                   SIGNATURES

     In accordance with the requirements of the Securities Exchange Act of 1934,
the registrant caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

         [SIGNATURES AND CERTIFICATIONS HAVE BEEN INTENTIONALLY OMITTED]

                [SEE SIGNATURES TO AMENDMENT NO. 1 TO FORM 10-Q
                      AND CERTIFICATIONS SET FORTH BELOW]
<PAGE>
                                  EXHIBIT INDEX

                                                                      PAGE IN
                                                                   SEQUENTIALLY
EXHIBIT                                                            NUMBERED COPY
-------                                                            -------------

3.1       Second Amended and Restated Certificate of                     *
          Incorporation of Royal Precision, Inc. (as filed with
          the Secretary of State of Delaware on February 5, 2002)
          (incorporated by reference to Exhibit 3.1 to the
          Company's Form 8-K dated January 28, 2002.

3.2       Amended and Restated Bylaws of Royal Precision, Inc.           *
          (incorporated by reference to Exhibit 3.2 to the
          Company's Form 8-K dated January 28, 2002)

4.1       See Articles FOUR, FIVE and SEVEN of the Amended and
          Restated Certificate of Incorporation of the registrant
          at Exhibit 3.1.

4.2       See Article I, Sections 2.1 and 2.2 of Article II and          *
          Sections 7.3 and 7.10 of Article VII of the Bylaws of
          Royal Precision, Inc. (incorporated by reference to
          Exhibit 3.2 to the Form S-4).

4.3       See Section 7.5 of the Amended and Restated Credit and         *
          Security Agreement dated as of August 9, 2002 among FM
          Precision Golf Manufacturing Corp. and FM Precision
          Golf Sales Corp. and Wells Fargo Business Credit, Inc.
          (incorporated by reference to Exhibit 10.63 to the
          Company's Form 10-K for the year ended May 31, 2002).

4.4       See Section 7.5 of the Second Amended and Restated             *
          Credit and Security Agreement dated August 9, 2002
          among Royal Grip, Inc., Royal Grip Headwear Company and
          Wells Fargo Business Credit, Inc. (incorporated by
          reference to Exhibit 10.64 to the Company's Form 10-K
          for the year ended May 31, 2002.

10.1      Form of Conversion Agreement between the Company and           *
          several lenders dated as of August 9, 2002 with
          schedule setting forth material details in which such
          documents differ from the form attached (incorporated
          by reference to Exhibit 32 to Amendment No. 3 of
          Schedule 13D of Richard P. Johnston, et al, dated
          August 12, 2002).

* Incorporated by reference.
<PAGE>
                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant has duly caused this Amendment No. 1 to Form 10-Q to be signed on its
behalf by the undersigned, thereunto duly authorized.


Dated: December 3, 2002               ROYAL PRECISION, INC.
                                      (the "Registrant")


                                      By  /s/ John C. Lauchnor
                                          --------------------------------------
                                          John C. Lauchnor, President and Chief
                                          Executive Officer (Principal Executive
                                          Officer)


                                      By: /s/ Frank Mertes
                                          --------------------------------------
                                          Frank Mertes, Vice President - Finance
                                          (Principal Financial Officer and
                                          Principal Accounting Officer)
<PAGE>
                                 CERTIFICATIONS

I, John C. Lauchnor, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of Royal  Precision,
Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: December 3, 2002                  /s/ John C. Lauchnor
                                        ----------------------------------------
                                        John C. Lauchnor, President,
                                        Chief Executive Officer
<PAGE>
I, Frank Mertes, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of Royal  Precision,
Inc.;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
statement of a material fact or omit to state a material fact  necessary to make
the statements made, in light of the  circumstances  under which such statements
were made, not  misleading  with respect to the period covered by this quarterly
report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
information  included in this quarterly  report,  fairly present in all material
respects the financial  condition,  results of operations  and cash flows of the
registrant as of, and for, the periods presented in this quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
establishing and maintaining  disclosure  controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     a)   designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     b)   evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     c)   presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
our most recent evaluation, to the registrant's auditors and the audit committee
of  registrant's  board of  directors  (or  persons  performing  the  equivalent
function):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     b)   any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
quarterly  report  whether or not there  were  significant  changes in  internal
controls or in other factors that could  significantly  affect internal controls
subsequent to the date of our most recent  evaluation,  including any corrective
actions with regard to significant deficiencies and material weaknesses.

Date: December 3, 2002                  /s/ Frank Mertes
                                        ----------------------------------------
                                        Frank Mertes, Vice President - Finance,
                                        Chief Financial Officer