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<SEC-DOCUMENT>0000948830-01-500158.txt : 20010409
<SEC-HEADER>0000948830-01-500158.hdr.sgml : 20010409
ACCESSION NUMBER:		0000948830-01-500158
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010402

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALL AMERICAN SPORTPARK INC
		CENTRAL INDEX KEY:			0000930245
		STANDARD INDUSTRIAL CLASSIFICATION:	SERVICES-AMUSEMENT & RECREATION SERVICES [7900]
		IRS NUMBER:				880203976
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10KSB
		SEC ACT:		
		SEC FILE NUMBER:	000-24970
		FILM NUMBER:		1590930

	BUSINESS ADDRESS:	
		STREET 1:		6730 LAS VEGAS BOULEVARD
		STREET 2:		STE 4
		CITY:			LAS VEGAS
		STATE:			NV
		ZIP:			89119
		BUSINESS PHONE:		7027987777

	MAIL ADDRESS:	
		STREET 1:		5325 S VALLEY VIEW BLVD STE 4
		CITY:			LAS VEGAS
		STATE:			NV
		ZIP:			89118

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SAINT ANDREWS GOLF CORP
		DATE OF NAME CHANGE:	19940916
</SEC-HEADER>
<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>aasp-txt.txt
<DESCRIPTION>ALL-AMERICAN SPORTPARK 12/31/00 10-KSB
<TEXT>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                  FORM 10-KSB

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

                For the Fiscal Year ended:  December 31, 2000

                                      OR

     [ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
             OF THE SECURITIES EXCHANGE ACT OF 1934
             For the transition period from: _____ to ____

                         Commission File No. 0-024970

                        ALL-AMERICAN SPORTPARK, INC.
       --------------------------------------------------------------
               (Name of Small Business Issuer in its Charter)

           NEVADA                                         88-0203976
- -------------------------------                    ------------------------
(State or Other Jurisdiction of                    (I.R.S. Employer Identi-
Incorporation or Organization)                         fication No.)

              6730 South Las Vegas Boulevard, Las Vegas, NV  89119
          -----------------------------------------------------------
          (Address of Principal Executive Offices, Including Zip Code)

Issuer's Telephone Number:  (702) 798-7777
Securities Registered Pursuant to Section 12(b) of the Act:  None.
Securities Registered Pursuant to Section 12(g) of the Act:

                       COMMON STOCK, $.001 PAR VALUE
                       -----------------------------
                           (Title of each class)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]    No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [ ]

State issuer's revenues for its most recent fiscal year: $5,904,040

As of March 22, 2001, 3,150,000 shares of common stock were outstanding, and
the aggregate market value of the common stock of the Registrant held by
non-affiliates was approximately $80,500.

Transitional Small Business Disclosure Format (check one): Yes __   No X

<PAGE>

                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

                              BUSINESS DEVELOPMENT

     The Company's business began in 1974 when Vaso Boreta, the Chairman of
the Board of the Company, opened a "Las Vegas Discount Golf & Tennis" retail
store in Las Vegas, Nevada.  This store, which is still owned by Mr. Boreta,
subsequently began distributing catalogs and developing a mail order business
for the sale, principally of golf, and, to a lesser extent, tennis products.
In 1984, the Company began to franchise the "Las Vegas Discount Golf & Tennis"
retail store concept and commenced the sale of franchises.  As of February 26,
1997, when the franchise business was sold, the Company had 43 franchised
stores in operation in 17 states and 2 foreign countries.

     The Company is a Nevada corporation which was incorporated on March 6,
1984, under the name "Sporting Life, Inc."  The Company's name was changed to
"St. Andrews Golf Corporation" on December 27, 1988, to "Saint Andrews Golf
Corporation" on August 12, 1994, and to All-American SportPark, Inc. on
December 14, 1998.

     The Company was acquired by Sports Entertainment Enterprises, Inc.
("SPEN"), formerly known as Las Vegas Discount Golf & Tennis, Inc. ("LVDG"), a
publicly traded company, in February 1988, from Vaso Boreta, who was its sole
shareholder. As of December 31, 2000, Vaso Boreta owns approximately 23% of
the outstanding common stock of SPEN, and serves as its Chairman of the Board,
President and CEO. He also serves as the Chairman of the Board of the Company.
SPEN owns 2,000,000 shares of the Company's common stock, which represents
approximately two-thirds of the Company's common stock outstanding.  In
October 1998, SPEN purchased 250,000 shares of Series B Convertible Preferred
Stock of the Company which represents one-third of the Company's outstanding
preferred stock.

     In December 1994, the Company completed an initial public offering of
1,000,000 Units, each Unit consisting of one share of Common Stock and one
Class A Warrant.  Two Class A Warrants entitled the holder to purchase one
share of Common Stock at an exercise price of $6.50 per share.  The net
proceeds to the Company from this public offering were approximately
$3,684,000.  The Class A Warrants expired on March 15, 1999.

     On July 29, 1996, the Company sold 200,000 shares of Series A Convertible
Preferred Stock to Three Oceans Inc. ("TOI"), an affiliate of SANYO North
America Corporation, for $2,000,000 in cash pursuant to an Investment
Agreement between the Company and TOI (the "Agreement").  TOI purchased
300,000 additional shares of Series A Convertible Preferred Stock for an
additional $3,000,000 in September and October 1996, pursuant to the
Agreement.  The Company used the proceeds from these sales to fund part of the
development costs of its All-American SportPark property in Las Vegas.  In
March 2001, the Company repurchased all of the shares of Series A Convertible
Preferred Stock from TOI for $5,000 in cash.  Once repurchased, the shares
were retired.


                                      2
<PAGE>


     On December 16, 1996, the Company and its majority shareholder, SPEN,
entered into negotiations pursuant to an "Agreement for the Purchase and Sale
of Assets" to sell all but one of the four retail stores owned by SPEN, all of
SPEN's wholesale operations and the entire franchising business of the Company
to Las Vegas Golf & Tennis, Inc., an unaffiliated company.  On February 26,
1997, the Company and SPEN completed this transaction.  As a result, the
Company's operations, assets and liabilities have since related solely to the
development and operation of sports recreation and amusement facilities known
as "All-American SportParks" and "Callaway Golf Centers".  See "BUSINESS OF
THE COMPANY."

     In connection with the sale of the above-described assets, SPEN and the
Company agreed not to compete with the Buyer in the golf equipment business
except that the Company is permitted to sell golf equipment at its
All-American SportPark and Callaway Golf Center businesses which it may
operate.  In addition, the Buyer granted Boreta Enterprises, Ltd., a limited
partnership owned by Vaso Boreta, the President of SPEN, Ron Boreta, the
President of the Company, and John Boreta, a principal shareholder of SPEN,
the right to operate "Las Vegas Discount Golf & Tennis" stores in southern
Nevada, except for the Summerlin area of Las Vegas, Nevada.  Likewise, the
Buyer is restricted from operating stores in southern Nevada except for the
Summerlin area of Las Vegas, Nevada.

     On July 12, 1996, the Company entered into a lease agreement covering
approximately 65 acres of land in Las Vegas, Nevada, on which the Company has
developed its All-American SportPark and Callaway Golf Center properties.  The
property is located on the world famous Las Vegas "Strip" at the corner of Las
Vegas Boulevard and Sunset Road which is just south of McCarran International
Airport and several of Las Vegas' major hotel/casino properties such as
Mandalay Bay and the MGM Grand.  The property is also adjacent to the new
Interstate 215 beltway that will eventually encircle the entire Las Vegas
Valley.  On 42 acres of the property is the Callaway Golf Center that opened
for business in October 1997.  The remaining 23 acres is home to the
All-American SportPark which opened for business in October 1998.  See
"BUSINESS OF THE COMPANY".

     On June 20, 1997, the lessor of the 65 acre tract ("Landlord") agreed
with the Company to cancel the original lease and replace it with two separate
leases: one lease for the Callaway Golf Center and the second lease for the
All-American SportPark. Both leases are fifteen-year leases with options to
extend for two additional five-year terms.  The lease for the Callaway Golf
Center[TM]commenced on October 1, 1997 when the golf center opened; base rent
is $33,173 per month. The SportPark lease commenced on February 1, 1998 with a
base rent of $18,910 per month.

     During June 1997 the Company and Callaway Golf Company ("Callaway")
formed All-American Golf LLC ("LLC"), a California limited liability company
which was owned 80% by the Company and 20% by Callaway; the LLC owned and
operated the Callaway Golf Center .  In May 1998, the Company sold its 80%
interest in LLC to Callaway. (See "BUSINESS OF THE COMPANY").  On December 31,
1998 the Company acquired substantially all the assets of LLC subject to
certain liabilities which resulted in the Company owning 100% of the Callaway
Golf Center[TM].




                                      3
<PAGE>

     On October 19, 1998 the Company sold 250,000 shares of the Series B
Convertible Preferred Stock to SPEN for $2,500,000.  SPEN had earlier issued
2,303,290 shares of its Common Stock for $2,500,000 in a private transaction
to ASI Group, L.L.C. ("ASI").  ASI also received 347,975 stock options for
SPEN Common Stock at an exercise price of $1.8392 per share through October
19, 2008. ASI is a Nevada limited liability company whose members include
Andre Agassi, a professional tennis player.

     On January 2, 2001, the Company closed its All-American SportPark
property (excluding the Callaway Golf Center) to the general public as a
result of financial problems.  (See "BUSINESS OF THE COMPANY   DISCONTINUED
SPORTPARK OPERATIONS" below).

BUSINESS OF THE COMPANY

     The Company developed a concept for family-oriented sports-themed
amusement parks named "All-American SportPark".  The All-American SportPark
("AASP") is comprised of two components:  The Callaway Golf Center ("CGC") and
the All-American SportPark ("SportPark") amusement center.  Collectively, the
two properties complete a live-action, 65-acre, sports and entertainment venue
located at the south end of the world famous Las Vegas "Strip" at the corner
of Las Vegas Boulevard and Sunset Road.  The AASP is strategically positioned
within a few miles of the largest hotels and casinos in the world.  There are
over 125,000 hotel rooms in Las Vegas, and seven of the top ten largest hotels
in the world are within a few miles from the SportPark including the MGM
Grand, Mandalay Bay, Luxor, Bellagio, and the Monte Carlo to name a few.  The
AASP is also adjacent to McCarran International Airport that services nearly
35 million visitors annually. The local residential population approximates
1.3 million.

ALL-AMERICAN SPORTPARK

     The SportPark opened for business on October 9, 1998 on 23 acres of land.
It is a state of the art amusement facility that has many unique attractions
and elements.  The main attractions and alliances are as follows:

     NASCAR SPEEDPARK.  The Company has a license agreement with The National
Association of Stock Car Auto Racing, Inc. ("NASCAR") for the operation of
SpeedParks as a part of the SportPark or as a stand-alone NASCAR SpeedPark.
The agreement, as amended, provides that the Company has an exclusive license
to use certain trademarks and service marks in the development, design and
operation of go-kart racing facilities having a NASCAR racing theme in the
territories of Las Vegas, Nevada and Southern California through December 31,
2003.

     As consideration for the license, the Company paid an initial fee of
$25,000 and is required to pay a fee of $25,000 for each new SpeedPark opened
after the first SpeedPark. In addition, the Company pays NASCAR a royalty
based on the SpeedPark's gross revenue from racing activities plus a royalty
on revenues received from sponsors and promoters of SpeedPark activities.

     The SpeedPark includes three unique tracks to accommodate three styles of
racing: (1) the family Challenge track, (2) the adult Performance track and,
(3) the Sprint junior track.  The Challenge track is a 1,200 linear foot
reversible road course for nine-horsepower go-karts designed for families and
children 10 and up; the Performance track is a 2,200 linear foot road course

                                      4
<PAGE>

for twenty-horsepower NASCAR-style go-karts designed for youths and adults 16
years and older; the Sprint track is a 500 linear foot figure eight track for
adults and smaller children.  The SpeedParks are comprised of the NASCAR
Go-Kart SpeedPark, the Garage Experience, the Winner's Circle, the Infield RV
Park, Victory Lane, and the Tailgater's Dining Circle.  Scale model, near
emissions-free, gas-powered, stock cars complete with sponsorship graphics and
signage compete on the three tracks. The cars are various scale versions of
NASCAR replicas each designed and engineered to fit the track on which it
races.

     MAJOR LEAGUE BASEBALL SLUGGER STADIUM.  The Slugger Stadium is a full
size replica of a major league ballpark for batting and baseball training.
The Company was granted a license in December 1994 from Major League Baseball
Properties to own and operate Major League Baseball Slugger Stadiums.  Under
the license agreement, as amended, the Company also had the right to utilize
certain Major League Baseball trademarks including those of the All Star Game,
Division Series, League Championship Series and World Series.  Slugger Stadium
is a nostalgic open-air batting stadium that attempts to duplicate a major
league experience for its patrons.  Unlike normal industry standard batting
cages, the Company's design is a full size stadium that replicates many of the
features of a modern baseball stadium.  There are 16 batter boxes and 16
on-deck circles. Batters have the option of hitting hard or softballs
delivered at five different speeds.  Outfield wall replicas of Fenway Park's
"Green Monster", Baltimore's Oriole Park at Camden Yards, Chicago's Wrigley
Field, Yankee Stadium, and The Ball Park in Arlington, Texas are designed to
challenge batters to hit the balls out of the park.  Completing the Major
League Baseball experience are authentic turnstiles, classic ballpark food and
beverage concessions, and baseball memorabilia.  The license expired on
November 30, 2000.

     SPORTPARK PAVILION.  The 100,000 square foot Pavilion Building includes a
multi-purpose sports arena (the "Pepsi Allsport Arena"), specialty retail
areas, food courts, meeting rooms, special events space and leased tenant
facilities for food and beverage service including the "Boston Garden
Experience" Restaurant & Bar.  Other attractions in the Pavilion are Augusta
National Putting Experience, an 8,000 square foot arcade, "The Rock" Sport
Climbing Wall, and the SportPark Logo Shop .

     PEPSI ALLSPORT ARENA.  The focal point of the Pavilion building is the
25,000 square foot Pepsi Allsport Arena which can be customized from in-line
to traditional skating, league play for a variety of sports, an artificial
turf indoor football/soccer playing field, concerts, boxing matches, expos,
seminars, cultural and civic events, and large group functions.  The Pepsi
Allsport Arena has proven to be in high demand in particular for large group
parties and myriad special events including indoor professional beach
volleyball tournaments, professional roller hockey exhibition games,
basketball tournaments, tennis matches, ESPN2 Friday Night Fights, annual
super bowl parties, large group events featuring top entertainers, corporate
rallies, music and entertainment events. The Arena includes a giant 32 foot
video display, state of the art audio, video, and lighting system which
creates a unique multimedia light and sound experience, and movable seating
which is adaptable for 1,500 to 3,000 people to view an event.




                                      5
<PAGE>



     SPONSORSHIP AGREEMENT WITH PEPSI-COLA COMPANY

     In December 1997, the Company entered into a sponsorship agreement with
the Pepsi-Cola Company ("Pepsi") under which Pepsi received certain exclusive
rights related to the dispensing of its products at the AASP.  In addition,
the agreement provides that Pepsi has specified signage rights including the
naming rights to the SportPark Arena as the Pepsi Allsport Arena.  Pepsi is
required to provide, without charge, all equipment needed to dispense its
products at the AASP.

     The agreement with Pepsi provides that the Company and Pepsi will
participate in joint marketing programs such as promotions of Pepsi's products
and the AASP.  In addition, Pepsi has the right to provide three marketing
events per year.  These events used to promote the business of the AASP and
Pepsi.

     In exchange for these rights, Pepsi agreed to pay the Company a fixed
annual cash payment for the term of the agreement such that five total cash
payments are received.  The sponsorship agreement terminates in October 2003,
unless earlier terminated as provided in the agreement.

     AGREEMENT WITH SPORTSERVICE CORPORATION

     In September 1997, the Company entered into a lease and concession
agreement with Sportservice Corporation ("Sportservice") which provides
Sportservice with the exclusive right for all food, beverages (alcoholic and
non-alcoholic), candy and other refreshments throughout the SportPark and CGC,
during the ten year term of the agreement. Sportservice pays rent based on a
percentage of gross sales depending upon the level of sales, whether the
receipts are from concession sales, the Arena restaurant, the Clubhouse,
vending machines, mobile stands, or catering sales.

     Sportservice invested approximately $3.85 million into its food and
beverage concession leasehold improvements.  Sportservice is a wholly-owned
subsidiary of Delaware North Company.  Other Delaware North Companies include
the Fleet Center in Boston, and food service clients that include the Ballpark
in Arlington, Texas, California Speedway, Miller Park in Milwaukee, Space Port
USA at Kennedy Space Center and Yosemite National Park.

DISCONTINUED SPORTPARK OPERATIONS

     The SportPark has been beset with financial problems since the opening in
October 1998.  It opened with much less financing than desired to create the
experience that was originally envisioned for the property.  Attendance never
achieved forecasted levels and gradually decreased as sufficient financial
resources were not available to keep the existing attractions at optimum
operating condition or vary the amusement elements to always keep the
experience "fresh."

     As a result of the foregoing, the SportPark was unable to make the
scheduled loan payments on its mortgage (the "Bank Note") beginning in
September 1999.  No loan payments have been made since.  Management of the
Company made several attempts to resolve the SportPark's financial problems by
investigating several financing alternatives, making significant operational
changes resulting in major cost reductions, revising marketing programs, and
exploring several sale/joint venture options.  These efforts did not result in
solving the financial problems of the SportPark.

                                      6
<PAGE>

     Ultimately, in October and November 2000, the Bank forced the Company's
Chairman to liquidate additional collateral he had pledged for the Bank Note
which resulted in payment to the Bank of $2.75 million and, the Landlord, who
had subordinated his land to the Bank to help the Company secure the
financing, bought the Bank Note and all rights pertaining thereto from the
Bank for $7 million.  Since then, the Landlord and the Company have been
actively pursuing a buyer/operator to take over the SportPark from the
Company. Effective January 2, 2001, the SportPark closed to the general public
although it continues to operate on a limited basis for group parties and
special events and is expected to continue to do so until a suitable
buyer/operator is found.  The Company and the Landlord are in active
discussions with several prospects to sell or lease the SportPark.  The
Company expects to dispose of its interest in the SportPark along with all
related obligations sometime in 2001 although there can be no assurance the
Company will be successful in doing so.  Also, it is uncertain whether the
Company will have any continuing interest in the SportPark.

CALLAWAY GOLF CENTER[TM]

     In June 1997, the Company completed a final agreement with Callaway to
form a limited liability company named All American Golf LLC (the "LLC") for
the purpose of operating a golf facility, to be called the "Callaway Golf
Center[TM]," on approximately forty-two (42) acres of land which is adjacent
to the SportPark property and on Las Vegas Boulevard in Las Vegas, Nevada.
The Callaway Golf Center[TM] opened to the public on October 1, 1997.

     The Callaway Golf Center[TM] includes a 110-tee two-tiered driving range.
The driving range is designed to have the appearance of an actual golf course
with ten impact greens and a 1-1/2 acre lake with cascading waterfalls and an
island green.  Pro-line equipment and popular brand name golf balls are
utilized. In addition, the CGC includes a lighted nine hole, par three golf
course named the "Divine Nine".  The golf course has been designed to be
challenging, and has several water features including lakes, creeks, water
rapids and waterfalls, golf cart paths and designated practice putting and
chipping areas.  At the entrance to the CGC is a 20,000 square foot clubhouse
which includes an advanced state of the art golf swing analyzing system, the
St. Andrews Golf Shop featuring the latest in Callaway Golf equipment and
accessories, a restaurant and bar, and an outdoor patio overlooking the golf
course and driving range with the Las Vegas "Strip" in the background.

     The LLC was originally owned 80% by the Company and 20% by Callaway Golf.
Callaway Golf agreed to contribute $750,000 of equity capital and loan the LLC
$5,250,000. The Company contributed the value of expenses incurred relating to
the design and construction of the golf center and cash in the combined amount
of $3,000,000.  Callaway Golf's loan to the LLC had a ten year term with
interest at ten percent per annum.  The principal was due in 60 equal monthly
payments commencing five years after the golf center opened.

     The Company has executed a trademark license agreement with Callaway Golf
pursuant to which the Company licenses the right to use the marks "Callaway
Golf Center " and "Divine Nine" from Callaway Golf for a term beginning on
December 30, 1998 and ending upon termination of the land lease on the Golf
Center.  The Company paid a one time fee for this license agreement that was a

                                      7
<PAGE>


component of the purchase price the Company paid for the Callaway Golf Center
when it acquired the facility on December 30, 1998.  Pursuant to this
agreement, Callaway Golf has the right to terminate the agreement upon the
occurrence of any Event of Termination as defined in the agreement.

     As a result of the sale of its interest in the LLC to Callaway on May 5,
1998, the Company had no ownership of or involvement with the Callaway Golf
Center[TM]until the end of 1998 (as described in the following paragraph), and
the Callaway Golf Center[TM]was operated separately from the SportPark.
However, the Company had the option to repurchase the 80% membership interest
for a period of two years on essentially the same financial terms that it sold
its interest. The sale of the Company's 80% interest in the LLC was completed
in order to improve the Company's financial condition that in turn improved
the Company's ability to complete the financing needed for the final
construction stage of the SportPark.

     On December 31, 1998 the Company acquired substantially all the assets of
the LLC subject to certain liabilities.  Under terms of the asset purchase
agreement, the Company paid $1 million to Active Media Services in the form of
a promissory note payable in quarterly installments of $25,000 over a 10-year
period without interest.  In turn, Active Media delivered a trade credit of
$4,000,000 to Callaway Golf.

LIABILITY INSURANCE

     The Company has a comprehensive general liability insurance policy to
cover possible claims for injury and damages from accidents and similar
activities.  Although management of the Company believes that its insurance
levels are sufficient to cover all future claims, there is no assurance it
will be sufficient to cover all future claims.

MARKETING

     The marketing program in place for the SportPark is focused entirely on
group parties and special events in both the tourist and local markets.  In
addition, the SportPark is being marketed for sale.  The Company expects to
continue this marketing strategy for the SportPark until such time as a
suitable buyer/operator is found.

     The CGC is focused primarily on the local individual customers with
increasing emphasis on the individual tourist market because of the facility's
proximity to most of the major resorts in Las Vegas.  The CGC focuses its
marketing efforts principally on print media that has proven to be effective
for the local market.  For the tourist market, the Company has instituted taxi
and shuttle bus programs aimed at bringing customers directly to the CGC.
Also, the CGC, along with its teaching academy tenant Giant Golf, has
implemented programs to attract more group events, clinics, and other special
promotional events.

     The CGC, which includes the nine-hole par 3 golf course, driving range,
and clubhouse is designed as a country club atmosphere for the general public.
This concept may be expanded into various hotel and resort areas throughout
the United States and overseas.



                                      8
<PAGE>


     Even though the license agreement with Major League Baseball expired in
November 2000, the Company believes its unique baseball stadium concept has
great potential to be expanded to other locations in the United States and
overseas. Considerable market research by management has indicated a large
potential market for Slugger Stadium.  Possible locations include new gated
sites inside major theme parks, attachments to regional and value oriented
shopping malls, inside new sports stadiums or as stand alone sites.  Target
consumers include the family, adults, softball players and all youth baseball
organizations.

     NASCAR SpeedPark is "The Official Go-Kart Racing Facility Licensed by
NASCAR".  Management believes this concept could be developed to include
installations alongside Super speedways, NASCAR Team Race/Shops Racing Retail
& Entertainment Centers, stand alone facilities and as a separate gated
attraction inside major theme parks throughout the United States.

     The Company's marketing efforts are directed towards a number of large
existing and potential markets for which there can be no assurance of
financial success.  Further, to expand the concepts beyond the Las Vegas
location could require considerably more financial and human resources than
presently exists at the Company.

COMPETITION

     Any amusement or golf facilities developed by the Company will compete
with any other family/sports attractions in the city where such facilities are
located.  Such attractions could include amusement parks, driving ranges,
water parks, and any other type of family or sports entertainment.  The
Company will be relying on the combination of active user participation in the
sports activities and uniqueness of the Park features, attractive designs, and
competitive pricing to encourage visitation and patronage.

     In the Las Vegas market, the Company has competition from other golf
courses, theme parks, family entertainment centers, and hotel/casinos.
Company management believes the CGC has a competitive advantage in the Las
Vegas market because of its strategic location, product branding, alliances,
and extent of facilities balanced with competitive pricing which is unlike any
competitor in the market.

TRADE NAMES AND TRADEMARKS

     The Company has filed an "intent to use" trademark application for
"All-American SportPark" and a related design and "Slugger Stadium".  The
Company intends to maintain the integrity of the trademarks, other proprietary
names and marks against unauthorized use.

EMPLOYEES

     As of March 26, 2001, there were 8 full time employees at the Company's
executive offices, 15 at CGC, and 4 at the SportPark.  Also, there were 12
part-time employees at the CGC and 28 at the SportPark.




                                      9


<PAGE>

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company's corporate offices are located inside the clubhouse building
of the Company's Callaway Golf Center property at 6730 South Las Vegas
Boulevard, Las Vegas, Nevada 89119.  The Company's other principal asset, the
SportPark is located adjacent to the CGC at 121 East Sunset Road.  The two
properties occupy approximately 65 acres of leased land described in "ITEM 1.
DESCRIPTION OF BUSINESS - BUSINESS DEVELOPMENT."  The CGC was opened October
1, 1997 and the SportPark was opened October 9, 1998.  Both properties are in
good condition both structurally and in appearance.  The CGC is owned 100% by
the Company through a wholly-owned subsidiary, All-American Golf Center, Inc.
The SportPark is owned 100% by the Company through a wholly-owned subsidiary,
SportPark Las Vegas, Inc.

     A ten-year note payable secured by a first deed of trust exists on the
CGC in the original amount of $1 million payable without interest, in
quarterly installments of $25,000 beginning December 1998.  A fifteen-year
note payable secured by a first deed of trust exists on the SportPark in the
original amount of $13.5 million with interest at a default rate of 15% as of
December 31, 2000, payable in monthly installments of approximately $140,000
beginning November 1998.  This note has been in default since September 1999.
(See "ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS").

ITEM 3.  LEGAL PROCEEDINGS

     Except for the complaints described in the following paragraphs, the
Company is not presently a party to any legal proceedings, except for routine
litigation that is incidental to the Company's business.

     On October 14, 1999, Joel Rubenstein, Oracle One Partners, Inc., and Hal
Price doing business as Mach One Marketing Group, filed a complaint against
the Company in the United States District Court of Nevada, seeking
compensatory damages in the amount of $333,000, as well as an accounting and
other relief based on an alleged breach of an agreement to develop sponsors
for the SportPark. This case is in the discovery stage and has had no
significant activity for over six months.  Management intends to vigorously
defend the case.

     On March 22, 2000, D&R Builders, Inc., doing business as Breslin
Builders, filed a complaint against the Company in the District Court of Clark
County Nevada against the Company and its landlord, seeking damages for breach
of contract, mechanics' lien foreclosure and unjust enrichment.  The plaintiff
contends that it is entitled to $243,883 for work performed.  This amount is
recorded in Accounts Payable and Accrued Expenses in the Company's
consolidated balance sheets as of December 31, 2000 and 1999.  This case has
been put on hold by agreement of both the plaintiff's and Company's attorneys
until a final resolution is reached with the SportPark property.

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

     None.




                                      10
<PAGE>


                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     MARKET INFORMATION.  The Company's Common Stock is traded in the
over-the-counter market and is quoted on the OTC: Bulletin Board under the
symbol "AASP."  The following table sets forth the closing high and low sales
prices of the Common Stock for the periods indicated.

                                                  HIGH       LOW
      -----------------------------              -------    -------
      Year Ended December 31, 2000:
       First Quarter                             $2.125     $1.125
       Second Quarter                            $1.125     $0.625
       Third Quarter                             $1.250     $0.625
       Fourth Quarter                            $1.031     $0.063

      Year Ended December 31, 1999:
       First Quarter                             $2.000     $1.000
       Second Quarter                            $1.938     $1.031
       Third Quarter                             $1.750     $0.844
       Fourth Quarter                            $2.125     $0.500

     HOLDERS.  The number of holders of record of the Company's $.001 par
value common stock at March 1, 2001, was 66.  This does not include
approximately 700 shareholders who hold stock in their accounts at
broker/dealers.

     DIVIDENDS.  Holders of common stock are entitled to receive such
dividends as may be declared by the Company's Board of Directors.  No
dividends have been paid with respect to the Company's common stock and no
dividends are anticipated to be paid in the foreseeable future.  It is the
present policy of the Board of Directors to retain all earnings to provide for
the growth of the Company.  Payment of cash dividends in the future will
depend, among other things, upon the Company's future earnings, requirements
for capital improvements and financial condition.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

     The following information should be read in conjunction with the
Company's Consolidated Financial Statements and the Notes thereto included in
this report.

OVERVIEW

     The Company's continuing operations consist of the management and
operation of a golf course and driving range property called the Callaway Golf
Center.  The Callaway Golf Center commenced operations on October 1, 1997, the
Company sold its 80% interest in the Callaway Golf Center on May 5, 1998 and
then reacquired 100% of the Callaway Golf Center on December 31, 1998.

RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2000 VERSUS YEAR ENDED
DECEMBER 31, 1999

                                      11
<PAGE>


     DISCONTINUED OPERATIONS.  On December 31, 2000, the Company formalized a
plan to dispose of the SportPark facility because (1) the property continues
to sustain substantial losses, and (2) it is not expected that future results
would improve without substantial capital investment; the Company does not
have the resources to make such an investment.  As part of this plan,
effective January 2, 2001, the SportPark was closed to the general public,
although it continues to operate on a limited basis for group parties and
special events until a suitable buyer/operator is found.  The Company is in
discussions with several prospective buyers/operators and expects to complete
a transaction to dispose of the Sportpark sometime in 2001.  As a result of
the foregoing, the Company recorded a write down of $6,510,181 to adjust the
SportPark assets' carrying amount to estimated net realizable value.  Also,
loss from operations of the SportPark was $4,521,227 and $3,417,079 in 2000
and 1999, respectively.  The larger loss in 2000 is primarily the result of
interest and fees incurred related to the Bank Note in default.  The Bank
charged interest at the default rate of 15% beginning in September 1999
through November 2000; in addition, all fees (i.e. legal, etc.) associated
with the Bank's efforts to resolve this default issue were added to the
balance due on the SportPark loan.

CONTINUING OPERATIONS

     REVENUES.  Revenues increased 12.1% to $2,457,885 in 2000 compared to
$2,192,095 in 1999.  Revenues from the CGC were $2,433,885 in 2000 compared to
$2,154,222 in 1999.  The increase for CGC is due mainly to higher visitation
and per capita spending in 2000 versus 1999.

     COST OF REVENUES.  Cost of revenues increased 3% to $436,612 in 2000
compared to $423,944 in 1999.  Cost of Revenues as a percentage of Revenues
was 17.7% in 2000 compared to 19.3% in 1999.  The increase for 2000 is
primarily due to support of the increased revenues described above.

     SELLING, GENERAL AND ADMINISTRATIVE ("SG&A").  SG&A expenses consist
principally of payroll, rent, professional fees and other corporate costs.
The decrease of 14% to $1,805,001 in 2000 from $2,098,128 in 1999 is the
result of aggressive cost containment strategies that began in the latter half
of 1999 due to the problems associated with the discontinued SportPark
business segment.  Management has had success reducing corporate overhead
costs primarily in the areas of payroll and professional fees.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization decreased
to $98,880 in 2000 compared to $117,145 in 1999 due mainly to the disposition
of certain assets of the CGC in early 2000.

     INTEREST EXPENSE, NET.  Net interest expense decreased 5.5% to $211,642
in 2000 compared to $223,918 in 1999.  This decrease is due primarily to the
reduction in capital lease obligations in early 2000 in connection with the
disposition of certain assets of the CGC.

     INCOME TAXES.  Due to net losses in 2000 and 1999, the Company has
recorded no tax provision.  However, the benefit of $269,332 in 1999 relates
to (1) a tax refund of $156,832 which arose from the carryback of the 1998 net
loss for income tax purposes to 1997 where the Company had net taxable income;
this had resulted from the Company's 1997 sale of its franchised retail
stores, and (2) $112,500 related to overpayment of taxes from 1997.


                                      12
<PAGE>

     LOSS FROM CONTINUING OPERATIONS.  The Company incurred a net loss from
continuing operations of $94,303 in 2000 compared to $401,708 in 1999.  The
decreased net loss in 2000 is due primarily to increased revenue in 2000 at
the CGC along with lower overall costs in 2000 resulting from the Company's
aggressive cost containment strategies that began in September 1999.  The
Company intends to continue this strategy in order to maintain efficiency in
the Company's operations and to ultimately achieve profitability.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 2000, the Company had a working capital deficit of
$715,616.  This deficit has been created primarily because of the ongoing
financial problems of the discontinued SportPark business segment.  The
SportPark Bank Note in the original amount of $13.5 million has been in
default since September 1999.  This default and the related cash flow
shortfalls of the SportPark business required the Company to use the positive
cash flow of the CGC to fund these shortfalls.  At the same time, the land
lease payments for the CGC have not been made since September 1999 and have
continued to accrue creating the majority of the working capital deficit.

     On September 15, 1998 the Company entered into a $13,500,000 loan
agreement with Nevada State Bank.  The loan was for 15 years with interest at
9.38%.  The loan was secured by the SportPark real and personal property as
well as corporate guarantees of the Company and its parent, SPEN.  Also, the
Landlord of the Sportpark subordinated its land underlying the SportPark to
the Lender to secure repayment of the loan.  As consideration for the Landlord
providing collateral for the loan, the Company's President, CEO and its
Chairman and a related entity pledged their stock in SPEN to the Landlord as
collateral to protect the leased property from foreclosure.  Additionally, the
Company's Chairman pledged three parcels of land owned by him (the "Chairman's
parcels") as additional collateral to secure the loan.

     The Company defaulted on the loan in September 1999; this default
continued until October and November 2000, the Bank forced the Company's
Chairman to sell the Chairman's parcels which resulted in the Chairman paying
$2.75 million to the Bank to pay down the outstanding loan balance, and the
Landlord bought the Bank Note and all rights pertaining thereto from the Bank
for $7 million.  In connection with these transactions, the corporate
guarantees of the Company and SPEN were released.  During the period of
default with the Bank, management of the Company made several attempts to
resolve the SportPark's loan default by investigating several financing
alternatives, making significant operational changes resulting in major cost
reductions, revising marketing programs, and exploring several sale/joint
venture options. Since the Landlord bought the Bank Note, the Landlord and the
Company have been actively pursuing a buyer/operator to take over the
SportPark from the Company. Effective January 2, 2001, the SportPark closed to
the general public although it continues to operate on a limited basis for
group parties and special events and will continue to do so until a suitable
buyer/operator is found.  The Company and the Landlord are in active
discussions with several prospects to lease/buy the SportPark.  The Company
expects to dispose of its interest in the SportPark along with all related
obligations sometime in 2001 although there can be no assurance the Company
will be successful in doing so.  Also, it is uncertain whether the Company
will have some form of continuing interest in the SportPark.



                                      13
<PAGE>

     If the Company is successful in disposing of the SportPark and all of its
related obligations, the Company's ability to continue as a going concern will
be greatly improved although there can be no assurance the Company will be
successful in doing so.  While management of the Company is working diligently
to achieve this end for the SportPark, the Company is aggressively pursuing
several other opportunities.  The Company is in various stages of adding new
revenue producing elements to its CGC property that do not require significant
capital investment by the Company.  Also, the Company is aggressively pursuing
financing sources with the CGC as collateral to improve the CGC operations and
infuse working capital into the Company.  Expansion plans into other markets
will be facilitated by the ultimate resolution of the SportPark issues.
Management of the Company is in discussions with several established companies
in its industry that have the necessary capital and human resources that could
facilitate the Company's expansion plans; several possible business structures
will be evaluated.  An important element of the Company's plan will be to
increase the Company's exposure in the financial community.  There can be no
assurance that the Company will be successful in its efforts to raise capital
for the Company nor can there be any assurance that the Company will be
successful in its efforts to structure a relationship with an established
company in its industry to facilitate the Company's expansion plans.

     There are no planned material capital expenditures in 2001.

     The Callaway Golf Center has generated positive cash flow in both 1999
and 2000. If required to fund corporate operations, management believes that
additional borrowings against the CGC could be arranged although there can be
no assurance that the Company would be successful in securing such financing
or with terms acceptable to the Company.

     The Company's Chairman through personal loans and through advances from
his personally owned retail store (one of the "Affiliated Stores") has
historically loaned funds to the Company as needed.  Such lendings were
$1,777,328 at December 31, 1999 and have increased to $5,093,072 at December
31, 2000.  The Company paid back $225,000 of these amounts in late March 1999;
the offsetting increase relates to accrued interest payable on the remaining
balances outstanding, and the $2.75 million along with associated costs of
approximately $283,000 that the Company's chairman incurred to pay down the
SportPark loan in October 2000.  The loans are due at various dates beginning
in 2001 and bear interest at ten percent per annum.  Accrued interest payable
of $469,212 at December 31, 2000 has been deferred, a practice which is
expected to continue in 2001, if necessary.

     The Company's accounts payable and accrued expenses increased in 2000 to
$893,689 from $432,559 in 1999 due mainly to deferred land lease payments on
the CGC.

     OPERATING ACTIVITIES.  During 2000, net cash provided by operating
activities was $532,151 compared to $147,568 of net cash used in operating
activities in 1999.  The primary reasons for the difference relate to (1) an
approximate $300,000 smaller net loss from continuing operations in 2000
compared to 1999, and (2) a larger increase in accounts payable and accrued
expense balances of approximately $440,000.

     INVESTING ACTIVITIES.  During 2000, net cash used in investing activities
totaled $62 compared to $235,038 in 1999.  The primary difference is more
expenditures for leasehold improvements at the CGC in 1999 compared to 2000.

                                      14
<PAGE>


     FINANCING ACTIVITIES.  During 2000, net cash used in financing activities
was $376,538 compared to net cash provided by financing activities during 1999
of $358,536.  The main reason for the difference is a change in due to
affiliated stores and related entities of about $840,000.

     The Company's current and expected sources of working capital are its
cash balances that were $150,556 at December 31, 2000 and its continuing
positive operating cash flow of its CGC property.  Working capital needs have
been helped by deferring payments on the SportPark loan, land lease payments
to the Landlord for both the SportPark and CGC, and interest and notes payable
balances due to the Company's Chairman and Affiliated Store.  Deferrals of
payments to the Company's Chairman and Affiliated Store and landlord are
expected to continue until the Company has sufficient cash flow to begin
making payments.

     The Company has raised considerable capital in the past 5 years for
development projects. The Callaway Golf Center is generating positive cash
flow and its prospects are expected to become even more positive as it moves
into its fourth full year of operation.  The Company believes that any working
capital deficiency that may occur could be funded from a combination of
existing cash balances and, if necessary, additional borrowings from lenders
or other sources. Management believes that additional borrowings against the
CGC could be arranged to fund corporate operations.  However, there can be no
assurance that any borrowings would be available or at terms acceptable to the
Company. Expansion programs in other locations are not expected to take place
until the Company achieves an appropriate level of profitability and positive
cash flow. If and when expansion does occur, such expansion is expected to be
funded primarily by third parties.

SAFE HARBOR PROVISION

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements.  Certain information included in this
Annual Report contains statements that are forward-looking, such as statements
relating to plans for future expansion and other business development
activities, as well as other capital spending, financing sources, the effects
of regulations and competition. Such forward-looking information involves
important risks and uncertainties that could significantly affect anticipated
results in the future and, accordingly, such results may differ from those
expressed in any forward-looking statements by or on behalf of the Company.
These risks and uncertainties include, but are not limited to, those relating
to dependence on existing management, leverage and debt service (including
sensitivity to fluctuations in interest rates), domestic or global economic
conditions (including sensitivity to fluctuations in foreign currencies),
changes in federal or state tax laws or the administration of such laws,
changes in regulations and application for licenses and approvals under
applicable jurisdictional laws and regulations.

ITEM 7.  FINANCIAL STATEMENTS.

     The financial statements are set forth on pages F-1 through F-22 hereto.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     None.

                                      15
<PAGE>

<PAGE>
                                   PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

     The Directors and Executive Officers of the Company are as follows:

       NAME           AGE              POSITIONS AND OFFICES HELD
- ------------------    ---    -------------------------------------------------
Vaso Boreta           67     Chairman of the Board

Ronald S. Boreta      38     President, Chief Executive Officer, Treasurer,
                             Secretary  and Director

Robert R. Rosburg     73     Director

William Kilmer        60     Director

Kirk Hartle           35     Chief Financial Officer

     Except for the fact that Vaso Boreta and Ronald Boreta are father and
son, respectively, there is no family relationship between any Director or
Officer of the Company.

     In February 1998, the Board of Directors of the Company established an
audit committee whose members are William Kilmer and Robert Rosburg, both of
whom are independent Directors of the Company.  The Company presently has no
compensation or nominating committee.

     All Directors hold office until the next Annual Meeting of Shareholders.

     Officers of the Company are elected annually by, and serve at the
discretion of, the Board of Directors.

     The following sets forth biographical information as to the business
experience of each officer and director of the Company for at least the past
five years.

     RONALD S. BORETA has served as President of the Company since 1992, Chief
Executive Officer since August 1994, and a Director since its inception in
1984. He also served as an officer and director of the Company's Parent, SPEN,
from 1988 until July 1994, and he continues to serve as a director.  He has
been employed by the Company since its inception in March 1984, with the
exception of a 6-month period in 1985 when he was employed by a franchisee of
the Company located in San Francisco, California.  Prior to his employment by
the Company, Mr. Boreta was an assistant golf professional at San Jose
Municipal Golf Course in San Jose, California, and had worked for two years in
the areas of sales and warehousing activities with a golf discount store in
South San Francisco, California.  Mr. Boreta devotes 100% of his time to the
business of the Company.

     VASO BORETA has served as Chairman of the Board of Directors since August
1994, and has been an Officer and Director of the Company since its formation
in 1984.  He has also been an officer and director of the Company's Parent,
SPEN, since 1988.  In 1974, Mr. Boreta first opened a specialty business named
"Las Vegas Discount Golf & Tennis," which retailed golf and tennis equipment

                                      16
<PAGE>

and accessories.  He was one of the first retailers to offer pro-line golf
merchandise at a discount.  He also developed a major mail order catalog sales
program from his original store.  Mr. Boreta continues to operate his original
store, which has been moved to a new location near the corner of Flamingo and
Paradise roads in Las Vegas.  Mr. Boreta devotes approximately ten percent of
his time to the business of the Company, and the balance to the Company's
Parent and to operating his retail store.

     ROBERT R. ROSBURG has served as a Director of the Company since August
1994, and has been a director of the Company's Parent, SPEN, since November
1989. Mr. Rosburg has been a professional golfer since 1953. From 1953 to 1974
he was active on the Professional Golf Association tours, and since 1974 he
has played professionally on a limited basis.  Since 1975 he has been a
sportscaster on ABC Sports golf tournament telecasts.  Since 1985 he has also
been the Director of Golf for Rams Hill Country Club in Borrego Springs,
California.  Mr. Rosburg received a Bachelor's Degree in Humanities from
Stanford University in 1948.

     WILLIAM KILMER has served as a Director of the Company since August 1994,
and has been a director of the Company's Parent, SPEN, since July  1990.  Mr.
Kilmer is a retired professional football player, having played from 1961 to
1978 for the San Francisco Forty-Niners, the New Orleans Saints and the
Washington Redskins.  Since 1978, he has toured as a public speaker and also
has served as a television analyst.  Mr. Kilmer received a Bachelor's Degree
in Physical Education from the University of California at Los Angeles.

     KIRK HARTLE has served as Chief Financial Officer of the Company since
June 1, 1999 and serves in the same capacity for the Company's Parent, SPEN.
Prior to his employment with the Company that began April 5, 1999, Mr. Hartle
was a Senior Manager with KPMG LLP.  His experience spans over 11 years in
public accounting with both KPMG LLP and Deloitte & Touche LLP, 6 of which
were in a management capacity.  Mr. Hartle is a Nevada CPA and received a
Bachelor's Degree in Business Administration-Accounting from the University of
Nevada, Las Vegas. He devotes approximately 80% of his time to the business of
the Company with the remainder devoted to the Company's Parent, SPEN.

SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE

     Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, no persons who were either a
director, officer, beneficial owner of more than ten percent of the Company's
common stock, failed to file on a timely basis reports required by Section
16(a) of the Exchange Act during the most recent fiscal year.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table sets forth information regarding the executive
compensation for the Company's President and each other executive officer who
received compensation in excess of $100,000 for the years ended December 31,
2000, 1999 and 1998 from the Company:



                                      17
<PAGE>





<TABLE>
<CAPTION>

                                 SUMMARY COMPENSATION TABLE

                                                         LONG-TERM COMPENSATION
                              ANNUAL COMPENSATION                AWARDS
                         ----------------------------    ----------------------
                                                                    SECURITIES
                                              OTHER      RE-        UNDERLYING   ALL
                                              ANNUAL     STRICTED   OPTIONS/     OTHER
NAME AND PRINCIPAL                            COMPEN-    STOCK      SARs         COMPEN-
POSITION            YEAR  SALARY(1)  BONUS    SATION(2)  AWARD(S)   (NUMBER)     SATION
- ------------------  ----  --------  --------  ---------  ---------  -----------  ------
<S>                 <C>   <C>       <C>       <C>        <C>        <C>          <C>
Ronald S. Boreta,   2000  $120,000    --      $31,845       --          --         --
 President and CEO  1999  $121,939    --      $29,301       --        125,000      --
                    1998  $100,000    --      $39,348       --          --         --

Kevin B. Donovan,   1998  $100,000    --      $ 6,410(3)    --          --         --
 Vice President
 of New Business
 Development
__________________

(1)  Includes $60,000 and $21,074 for 2000 and 1999, respectively, deferred by Ron Boreta
until such time as the Company's cash flow is stabilized.  This election was made by Ron
Boreta in September 1999.

(2)  Represents amounts paid for country club memberships for Ronald S. Boreta, an
automobile for his personal use, and contributions made by the Company to retirement plans
on his behalf.  For 2000, 1999, and 1998, respectively, these amounts were $16,738,
$13,446, and $11,148 for club memberships; $10,607, $7,188, and $7,200 for an automobile;
and $3,000, $8,667, and $21,000 to the Company's supplemental retirement plan.

(3)  Represents $6,410 paid for an automobile provided for Mr. Donovan's personal use.
Mr. Donovan's employment as Vice President of New Business Development ended in 1998.

</TABLE>

COMPENSATION OF DIRECTORS

     Directors who are not employees of the Company do not receive any fees
for Board meetings they attend but are entitled to be reimbursed for
reasonable expenses incurred in attending such meetings.

EMPLOYMENT AGREEMENTS

     Effective August 1, 1994, the Company entered into an employment
agreement with Ronald S. Boreta, the Company's President and Chief Executive
Officer, pursuant to which he receives a base salary of $100,000 per year plus
annual increases as determined by the Board of Directors.  His salary was
increased to $120,000 for the year ended December 31, 1996.  The employment
agreement is automatically extended for additional one year periods unless 60
days' notice of the intention not to extend is given by either party.  In

                                      18
<PAGE>

addition to his base salary, Ronald S. Boreta also will receive a royalty
equal to 2% of all gross revenues directly related to the All-American
SportPark and Slugger Stadium concepts.  However, such royalty is only payable
to the extent that the Company's annual consolidated income before taxes after
the payment of the royalty exceeds $1,000,000.  Ronald S. Boreta also receives
the use of an automobile, for which the Company pays all expenses, and full
medical and dental coverage.  The Company also pays all dues and expenses for
membership at two local country clubs at which Ronald S. Boreta entertains
business contacts for the Company.  Ronald S. Boreta has agreed that for a
period of three years from the termination of his employment agreement that he
will not engage in a trade or business similar to that of the Company.

     In June 1997, a majority of the Company's Board of Directors awarded a
$100,000 bonus to Ronald S. Boreta for his extraordinary services related to
the raising of capital and development of the Company's All-American
SportPark.  $68,202 of this bonus was paid in October 1998.

STOCK OPTION PLAN

     During July 1994, the Board of Directors adopted a Stock Option Plan (the
"Plan").  The Plan originally authorized the issuance of options to purchase
up to 300,000 shares of the Company's Common Stock.

     The Plan allows the Board to grant stock options from time to time to
employees, officers, directors and consultants of the Company.  The Board has
the power to determine at the time the option is granted whether the option
will be an Incentive Stock Option (an option which qualifies under Section 422
of the Internal Revenue Code of 1986) or an option which is not an Incentive
Stock Option.  Vesting provisions are determined by the Board at the time
options are granted.  The option price for any option will be no less than the
fair market value of the Common Stock on the date the option is granted.

     Since all options granted under the Plan must have an exercise price no
less than the fair market value on the date of grant, the Company will not
record any expense upon the grant of options, regardless of whether or not
they are incentive stock options.  Generally, there will be no federal income
tax consequences to the Company in connection with Incentive Stock Options
granted under the Plan.  With regard to options that are not Incentive Stock
Options, the Company will ordinarily be entitled to deductions for income tax
purposes of the amount that option holders report as ordinary income upon the
exercise of such options, in the year such income is reported.

     In August 1994, the Board of Directors granted stock options to four
persons who were then Officers and Directors of the Company, to purchase
shares of the Company's Common Stock at $5.00 per share. On June 9, 1997, each
of these options (except Charles Hohl's) were reissued at an exercise price of
$3.0625. These options expired on August 8, 1999.

     In April 1996, the Company's Board of Directors approved increases in the
number of shares of Common Stock that may be issued under the Plan from
500,000 to 700,000, subject to approval by the Company's shareholders within
one year. Shareholder approval was obtained in April 1997.  Also in April
1996, the Company's Board of Directors granted stock options as indicated
below that are all 100% vested, expire at various dates in April 2001, and
were still outstanding as of March 20, 2000.

                                      19
<PAGE>


                     RELATIONSHIP             SHARES SUBJECT    EXERCISE
      NAME           TO THE COMPANY           TO OPTION         PRICE
- ----------------     --------------------     --------------    --------
Joel Rubenstein      Consultant                10,000           $3.0625
Ronald S. Boreta     Officer and Director     125,000           $3.0625
Ronald S. Boreta     Officer and Director     200,000           $3.0625
Ted Abbruzzese       Consultant                10,000           $3.0625
Jeff Gordon          Consultant                10,000           $3.0625
Hal Price            Consultant                 1,000           $3.0625

     In October 1999, the Company's Board of Directors approved the grant of
an option to Kirk Hartle, the Company's Chief Financial Officer, to purchase
an aggregate 50,000 shares of the Company's common stock at the price of
$0.65625 per share which is equivalent to the closing market price on the date
of grant. The option vests as to 25,000 shares on April 5, 2000 and the
remaining 25,000 shares vest on April 5, 2001.  This option expires October
28, 2004.

     In April 2000, the Company's Board of Directors approved the grant of an
option to Kirk Hartle, the Company's Chief Financial Officer, to purchase an
aggregate 50,000 shares of the Company's common stock at the price of $0.8125
per share which is equivalent to the closing market price on the date of
grant. The option vests as to 25,000 shares immediately and the remaining
25,000 shares vest on April 24, 2001.  This option expires April 24, 2005.

401(k) PLAN

     The Company's Parent, SPEN maintained a 401(k) employee retirement and
savings program (the "401(k) Plan") which covered the Company's employees.
Under the 401(k) Plan, an employee could contribute up to 15% of his or her
gross annual earnings, subject to a statutory maximum, for investment in one
or more funds identified under the plan.  The Company's Parent made matching
contributions equal to 50% of participants' contributions up to six percent of
the participants' salary.  Effective December 6, 2000, SPEN terminated this
plan due to lack of employee participation.

SUPPLEMENTAL RETIREMENT PLAN

     In November 1996, the Company and its majority shareholder, SPEN
established a Supplemental Retirement Plan, pursuant to which certain
employees selected by the Company's Chief Executive Officer receive benefits
based on the amount of compensation elected to be deferred by the employee and
the amount of contributions made on behalf of the employee by the Company.
Company contributions to the Supplemental Retirement Plan are immediately
vested for Category I employees, and vest 20% per year of employment for
Category II employees.  Vested amounts under the Supplemental Retirement Plan
are paid out over 5 to 20 years upon retirement, disability, death or
termination of employment.

     For 2000 and 1999, Ronald S. Boreta  (the President of the Company) was
designated as a Category I employee.  The Company made contributions to the
Supplemental Retirement Plan on behalf of Ronald S. Boreta in the amount of
$3,000 and $8,667 for 2000 and 1999, respectively.


                                      20
<PAGE>


     The Company's Board of Directors will likely contribute approximately the
same amount it did in 2000 to the Supplemental Retirement Plan for 2001.

1998 STOCK INCENTIVE PLAN

     During October 1998, the Board of Directors approved, subject to
stockholder approval, the 1998 Stock Incentive Plan (the "Plan"), and the
Company's shareholders approved the Plan during December 1998.

     The purpose of the Plan is to advance the interests of the Company and
its subsidiaries by enhancing their ability to attract and retain employees
and other persons or entities who are in a position to make significant
contributions to the success of the Company and its subsidiaries, through
ownership of shares of Stock of the Company and cash incentives.  The Plan is
intended to accomplish these goals by enabling the Company to grant awards in
the form of options, stock appreciation rights, restricted stock or
unrestricted stock awards, deferred stock awards, or performance awards (in
cash or stock), other stock-based awards, or combinations thereof, all as more
fully described below.

GENERAL

     The Plan is administered and awards are granted by the Company's Board of
Directors (the "Board").  Key employees of the Company and its subsidiaries
and other persons or entities, not employees of the Company and its
subsidiaries, who are in a position to make a significant contribution to the
success of the Company or its subsidiaries are eligible to receive awards
under the Plan.  In addition, individuals who have accepted offers of
employment from the Company and who the Company reasonably believes will be
key employees upon commencing employment with the Company ("New Hires") are
eligible to receive awards under the Plan.

     STOCK OPTIONS.  The exercise price of an incentive stock option ("ISO")
granted under the Plan or an option intended to qualify for the
performance-based compensation exception under Section 162(m) of the Code may
not be less than 100% of the fair market value of the Stock at the time of
grant.  The exercise price of a non-ISO granted under the Plan is determined
by the Board.  Options granted under the Plan will expire and terminate not
later than 10 years from the date of grant.  The exercise price may be paid in
cash or by check, bank draft or money order, payable to the order of the
Company.  Subject to certain additional limitations, the Board may also permit
the exercise price to be paid with Stock, a promissory note, an undertaking by
a broker to deliver promptly to the Company sufficient funds to pay the
exercise price, or a combination of the foregoing.

     STOCK APPRECIATION RIGHTS (SARs).  Stock appreciation rights ("SARs") may
be granted either alone or in tandem with stock option grants.  Each SAR
entitles the holder on exercise to receive an amount in cash or Stock or a
combination thereof (such form to be determined by the Board) determined in
whole or in part by reference to appreciation in the fair market value of a
share of Stock.  SARs may be based solely on appreciation in the fair market
value of Stock or on a comparison of such appreciation with some other measure
of market growth.  The data at which such appreciation or other measure is
determined shall be the exercise date unless another date is specified by the
Board.  If an SAR is granted in tandem with an option, the SAR will be

                                      21
<PAGE>

exercisable only to the extent the option is exercisable.  To the extent the
option is exercised, the accompanying SAR will cease to be exercisable, and
vice versa.  An SAR not granted in tandem with an option will become
exercisable at such time or times, and on such conditions, as the Board may
specify.

     On February 16, 1999, the Board of Directors of the Company approved an
award to Ron Boreta, President of the Company, Stock Appreciation Rights
("SAR's") as to 125,000 shares independent of any stock option under the
Company's 1998 Stock Incentive Plan.  The base value of the SAR's shall be
equal to $6 per share, however no SAR may be exercised unless and until the
market price of the Company's Common Stock equals or exceeds $10 per share.
Amounts to be paid under this agreement are solely in cash and are not to
exceed $500,000. The SAR's expire on October 26, 2008.

     RESTRICTED AND UNRESTRICTED STOCK AWARDS: DEFERRED STOCK.  The Plan
provides for awards of nontransferable shares of restricted Stock subject to
forfeiture ("Restricted Stock"), as well as awards of unrestricted shares of
Stock.  Except as otherwise determined by the Board, shares of Restricted
Stock may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated until the end of the applicable restriction period and the
satisfaction of any other conditions or restrictions established by the Board.
Other awards under the Plan may also be settled with Restricted Stock.  The
Plan also provides for deferred grants entitling the recipient to receive
shares of Stock in the future at such times and on such conditions as the
Board may specify.

     OTHER STOCK-BASED AWARDS.  The Board may grant other types of awards
under which stock is or may in the future be acquired.  Such awards may
include debt securities convertible into or exchangeable for shares of Stock
upon such conditions, including attainment of performance goals, as the Board
may determine.

     PERFORMANCE AWARDS.  The Plan provides that at the time any stock
options, SARs, stock awards (including restricted stock, unrestricted stock or
deferred stock) or other stock-based awards are granted, the Board may impose
the additional condition that performance goals must be met prior to the
participant's realization of any vesting, payment or benefit under the award.
In addition, the Board may make awards entitling the participant to receive an
amount in cash upon attainment of specified performance goals.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of March 26, 2001, the stock ownership
of each person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each Officer and Director individually,
and all Directors and Officers of the Company as a group.  Except as noted,
each person has sole voting and investment power with respect to the shares
shown.







                                      22
<PAGE>


                                    AMOUNT AND
NAME AND ADDRESS                  NATURE OF BENE-           PERCENT
OF BENEFICIAL OWNERS              FICIAL OWNERSHIP          OF CLASS
- -------------------------         ----------------          --------
Sports Entertainment
  Enterprises, Inc.                  2,250,000 (1)            66.2%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Ronald S. Boreta                       325,000 (2)             9.4%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Vaso Boreta                                  0 (3)              --
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Kirk Hartle                             75,000 (2)              2.3%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Robert R. Rosburg                            0 (3)              --
49-425 Avenida Club La Quinta
La Quinta, CA  92253

William Kilmer                               0 (3)              --
1500 Sea Breeze Boulevard
Ft. Lauderdale, FL  33316

All Directors and Officers             400,000 (4)            11.3%
as a Group (5 persons)
___________________

(1)  Includes 2,000,000 shares of Common Stock and 250,000 shares of Common
Stock issuable upon the conversion of Series B Convertible Preferred Stock
held by Sports Entertainment Enterprises, Inc.

     Sports Entertainment Enterprises, Inc. is a publicly-held corporation of
which Vaso Boreta is President, Director and a principal shareholder; Ronald
S. Boreta is a Director and a principal shareholder; and Robert R. Rosburg and
William Kilmer are Directors.  In addition, John Boreta, a son of Vaso Boreta,
and Boreta Enterprises Ltd., a limited liability company owned by Vaso, Ronald
and John Boreta, are principal shareholders of Sports Entertainment
Enterprises, Inc.  The following sets forth the percentage ownership
beneficially held by such persons in Sports Entertainment Enterprises, Inc.:

                    Vaso Boreta                 22.6%
                    Ronald S. Boreta            20.5%
                    Robert Rosburg               0.1%
                    William Kilmer               0.1%
                    John Boreta                 12.8%
                    Boreta Enterprises Ltd.     16.0%




                                      23
<PAGE>


     Boreta Enterprises Ltd percentage ownership is as follows:

                   Ronald S. Boreta            68.81%
                   John Boreta                 30.13%
                   Vaso Boreta                  1.06%

(2)  Represents shares underlying options exercisable within 60 days held by
the named person.  Does not include shares held by Sports Entertainment
Enterprises, Inc. of which such person is an Officer, Director and/or
principal shareholder.

(3)  Does not include shares held by Sports Entertainment Enterprises, Inc. of
which such person is an Officer, Director and/or principal shareholder.

(4)  Includes shares beneficially held by the six named Directors and
executive officers.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Sports Entertainment Enterprises, Inc. ("SPEN"), a publicly-held
corporation, owns approximately two-thirds of the Company's outstanding Common
Stock and 250,000 shares of Series B Convertible Preferred Stock.  Vaso
Boreta, the Company's Chairman of the Board, is an Officer, Director and
principal shareholder of SPEN. Ronald S. Boreta, President and a Director of
the Company, is a Director and principal shareholder of SPEN.  Robert S.
Rosburg and William Kilmer, Directors of the Company, are also Directors of
SPEN.  In addition, John Boreta, the son of Vaso Boreta and the brother of
Ronald S. Boreta, is a principal shareholder of SPEN.

     The Company has extensive transactions and relationships with SPEN and
subsidiaries ("Related Entities"), Vaso Boreta, the golf retail store owned by
Vaso Boreta (the "Paradise Store") and the St. Andrews Golf Shop ("SAGS")
which is the golf retail store in the Callaway Golf Center owned by Ron Boreta
and John Boreta (the "Affiliated Stores"). The Paradise Store operates in Las
Vegas, Nevada.  The types of activities that are shared amongst all of these
entities are advertising, payroll and employee benefits, warehouse rent,
equipment leases, and miscellaneous office expenses. Costs are allocated to
each entity based on relative benefits received.

     The Company has unsecured, ten percent notes payable of $264,967 and
230,000 at December 31, 2000 and 1999 with the Paradise Store.  A payment of
$225,300 was made on these notes in late March 1999.  These notes are due at
various dates in 2001.  The principal amount, interest rate, and payment terms
are substantially similar to borrowings that the Paradise Store obtained from
a bank to fund these loans to the Company.  Accrued interest payable of
$61,826 and $62,712 at December 31, 2000 and 1999, respectively, is included
with the note payable.  Interest payments of $26,508 and 27,212 have been
deferred in 2000 and 1999, respectively, a practice which is expected to
continue in 2001 if necessary.

     The Company has unsecured, ten percent notes payable of $1,259,702 and
$1,250,000 as of December 31, 2000 and 1999 with Vaso Boreta. These notes are
due at various dates in 2001.  The principal amount, interest rate, and
payment terms are substantially similar to borrowings that Vaso Boreta
obtained from a bank to fund these loans to the Company.  Accrued interest

                                      24
<PAGE>

payable of $346,836 and $234,616 at December 31, 2000 and 1999, respectively,
is included in the balance due.  Interest payments of $125,964 and $127,397
have been deferred in 2000 and 1999, respectively, a practice which is
expected to continue in 2001 if necessary.

     On September 15, 1998 the Company entered into a $13,500,000 loan
agreement with Nevada State Bank.  The loan was for 15 years with interest at
9.38%.  To facilitate this financing transaction, the Landlord of the
Sportpark executed a trust deed granting a security interest in the leased
property to the Lender to secure repayment of the loan.  As consideration for
the Landlord's willingness to provide collateral for the loan, the Company's
President, CEO and its Chairman and a related entity pledged their stock in
SPEN to the landlord as collateral to protect the leased property from
foreclosure and the landlord was issued 75,000 stock options exercisable at
$4.00 per share through the year 2005.

     In connection with the discontinued SportPark business segment loan
resolution, the Company's chairman paid $2,750,000 to the Lender to release
collateral he had pledged to secure the SportPark loan; this $2.75 million was
used by the Lender to pay down the loan balance owed by the SportPark.  In
connection therewith, Vaso Boreta, the Company's chairman incurred costs and
fees totaling $283,473 to consummate the transaction with the Lender.  This
transaction required Vaso Boreta to sell the collateral so that cash could be
paid to the Lender in exchange for releasing the Lender's lien on the
collateral. Accrued interest of $60,550 has been accrued on the total amount
incurred by the Vaso Boreta of $3,033,473.  Interest is calculated at 10% per
annum.  There is currently no written agreement concerning this obligation.

     During September 1997, a majority of the Board of Directors of the
Company agreed to sell the Company's rights to the St. Andrews name to Boreta
Enterprises, Ltd. for a $20,000 promissory note since the Company had
committed all of its efforts to the development and management of the
All-American SportPark and no longer intended to engage in the business of
selling golf equipment or apparel.

     On March 9, 2001, the Company repurchased all 500,000 shares of Series A
Convertible Preferred Stock held by Three Oceans, Inc. for $5,000 in cash.  In
connection with this transaction, Motoharu Iue, the designee of Three Oceans
Inc. on the Board of Directors, resigned as a Director of the Company.

     A majority of the Company's Board of Directors believes that the terms of
the above transactions were on terms no less favorable to the Company than if
the transactions were with unaffiliated third parties.

ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a)   3. EXHIBITS.

EXHIBIT
NUMBER    DESCRIPTION                    LOCATION
- -------   --------------------------     ------------------------------
 2        Agreement for the Purchase     Incorporated by reference to
          and Sale of Assets, as         Exhibit 10 to the Registrant's
          amended                        Current Report on Form 8-K
                                         dated February 26, 1997


                                      25
<PAGE>

3.1       Restated Articles of           Incorporated by reference to
          Incorporation                  Exhibit 3.1 to the Registrant's
                                         Form SB-2 Registration Statement
                                         (No. 33-84024)

 3.2      Certificate of Amendment       Incorporated by reference to
          to Articles of Incorporation   Exhibit 3.2 to the Registrant's
                                         Form SB-2 Registration Statement
                                         (No. 33-84024)

3.3       Revised Bylaws                 Incorporated by reference to
                                         Exhibit 3.3 to the Registrant's
                                         Form SB-2 Registration Statement
                                         (No. 33-84024)

3.4       Certificate of Amendment       Incorporated by reference to
          Articles of Incorporation      Exhibit 3.4 to the Registrant's
          Series A  Convertible          Annual report on Form 10-KSB for
          Preferred                      the year ended December 31, 1998

3.5       Certificate of Designation     Incorporated by reference to
          Series B Convertible           Exhibit 3.5 to the Registrant's
          Preferred                      Annual Report on Form 10-KSB for
                                         the year ended December 31, 1998

3.6       Certificate of Amendment to    Incorporated by reference to
          Articles of Incorporation -    Exhibit 3.6 to the Registrant's
          Name change                    Annual Report on Form 10-KSB for
                                         the year ended December 31, 1998

10.1      Employment Agreement with      Incorporated by reference to
          Ronald S. Boreta               Exhibit 10.1 to the Registrant's
                                         Form SB-2 Registration Statement
                                         (No. 33-84024)

10.2      Stock Option Plan              Incorporated by reference to
                                         Exhibit 10.2 to the Registrant's
                                         Form SB-2 Registration Statement
                                         (No. 33-84024)

10.4      Agreement between the          Incorporated by reference to
          Company and Las Vegas          Exhibit 10.4 to the Registrant's
          Discount Golf & Tennis,        Form SB-2 Registration Statement
          Inc.                           (No. 33-84024)

10.5      License Agreement between      Incorporated by reference to
          The Company and Las Vegas      Exhibit 10.5 to the Registrant's
          Discount Golf & Tennis,        Form SB-2 Registration Statement
          Inc.                           (No. 33-84024)

10.8      Lease Agreement with A&R       Incorporated by reference to
          Management and Development     Exhibit 10.8 to the Registrant's
          Co., et al., and Sublease      Form SB-2 Registration Statement
          to Las Vegas Discount Golf     (No. 33-84024)
          & Tennis, Inc.


                                      26
<PAGE>

10.9      Lease Agreement with Vaso      Incorporated by reference to
          Boreta, as amended, and        Exhibit 10.9 to the Registrant's
          Assignment to Las Vegas        Form SB-2 Registration Statement
          Discount Golf & Tennis, Inc.   (No. 33-84024)

10.10     Letter Agreement with Oracle   Incorporated by reference to
          One Partners, Inc.             Exhibit 10.10 to the Registrant's
                                         Form SB-2 Registration Statement
                                         (No. 33-84024)

10.11     Promissory Note to Vaso        Incorporated by reference to
          Boreta                         Exhibit 10.11 to the Registrant's
                                         Form SB-2 Registration Statement
                                         (No. 33-84024)

10.12     Agreement with Major League    Incorporated by reference to
          Baseball Properties, Inc.      Exhibit 10.12 to the Registrant's
                                         Form 10-KSB for the year ended
                                         December 31, 1995

10.13     License Agreement with         Incorporated by reference to
          National Association for       Exhibit 10.13 to the Registrant's
          Stock Car Auto Racing, Inc.    Form 10-KSB for the year ended
          dated August 1, 1995           December 31, 1995

10.14     Concept Development and        Incorporated by reference to
          Trademark License Agreement    Exhibit 10.14 to the Registrant's
          with Callaway Golf Company     Form 10-KSB for the year ended
          Dated May 23, 1995             December 31, 1995

10.15     Investment Agreement with      Incorporated by reference to
          Three Oceans, Inc.             Exhibit 10.1 to Registrant's
                                         Form 8-K dated July 29, 1996

10.16     Lease Agreement between        Incorporated by reference to
          Urban Land of Nevada and       Exhibit 10.16 to the Registrant's
          All-American SportPark,        Form SB-2 Registration Statement
          Inc.                           (No. 33-84024)

10.17     Lease Agreement between        Incorporated by reference to
          Urban Land of Nevada and       Exhibit 10.17 to the Registrant's
          All-American Golf Center,      Form SB-2 Registration Statement
          LLC                            (No. 33-84024)

10.18     Operating Agreement for        Incorporated by reference to
          All-American Golf, LLC,        Exhibit 10.18 to the Registrant's
          a limited liability            Form SB-2 Registration Statement
          Company                        (No. 33-84024)

10.20     Lease and Concession Agree-    Incorporated by reference to
          ment with Sportservice         Exhibit 10.20 to the Registrant's
          Corporation                    Form SB-2 Registration Statement
                                         (No. 33-84024)


                                      27

<PAGE>


10.21     Sponsorship Agreement          Incorporated by reference to
          with Pepsi-Cola Company        Exhibit 10.21 to the Registrant's
                                         Form SB-2 Registration Statement
                                         (No. 33-84024)

10.23     Promissory Note of All-        Incorporated by reference to
          American SportPark, Inc.       Exhibit 10.23 to the Registrant's
          for $3 million payable to      Annual Report on Form 10-KSB for
          Callaway Golf Company          the year ended December 31, 1998

10.24     Guaranty of Note to            Incorporated by reference to
          Callaway Golf Company          Exhibit 10.24 to the Registrant's
                                         Annual Report on Form 10-KSB for
                                         the year ended December 31, 1998

10.25     Forbearance Agreement dated    Incorporated by reference to
          March 18, 1998 with Callaway   Exhibit 10.25 to the Registrant's
          Golf Company                   Annual Report on Form 10-KSB for
                                         the year ended December 31, 1998

10.26     Amendment No. 2 to License     Incorporated by reference to
          Agreement with National        Exhibit 10.26 to the Registrant's
          Assoc, for Stock Car Auto      Annual Report on Form 10-KSB for
          Racing, Inc.                   the year ended December 31, 1998

10.27     Stock Repurchase Agreement     Incorporated by reference to
          Agreement with Three Oceans,   Exhibit 10 to the Registrant's
          Inc.                           Current Report on Form 8-K dated
                                         March 9, 2001

21        Subsidiaries of the            Incorporated by reference to
          Registrant                     Exhibit 21 to the Registrant's
                                         Form SB-2 Registration Statement
                                         (No. 33-84024)

23        Consent of Piercy Bowler       Filed herewith electronically
          Taylor & Kern

(b)  REPORTS ON FORM 8-K.  None.


















                                      28
<PAGE>


                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Board of Directors and Shareholders of
  All-American SportPark, Inc.:

We have audited the accompanying consolidated balance sheets of All-American
SportPark, Inc., a Nevada Corporation, and subsidiaries (the " Company") as of
December 31, 2000 and 1999 and the related consolidated statements of
operations, shareholders' equity 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 All-American SportPark, Inc.
and subsidiaries as of December 31, 2000 and 1999, and the results of their
operations and their cash flows for the years then ended in conformity with
generally accepted accounting principles.

The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern.  As discussed in Note 1e to
the consolidated financial statements, the Company has had recurring operating
losses from continuing operations and has generated negative cash flow from
continuing operations for the years ended December 31, 2000 and 1999, that
raises substantial doubt about its ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1e.
The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

                                    /s/ Piercy Bowler Taylor & Kern

                                    PIERCY BOWLER TAYLOR & KERN


Las Vegas, Nevada
March 27, 2001










                                     F-1
<PAGE>

                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                    DECEMBER 31,
                                                2000            1999
                                            -----------     ----------
ASSETS

Current assets:
  Cash and cash equivalents                 $   150,556     $  118,796
  Accounts receivable                            28,150         20,860
  Prepaid expenses and other                     65,189         56,289
                                            -----------     ----------
     Total current assets                       243,895        195,945

Leasehold improvements and equipment, net       945,002      1,114,160
Due from related entities                        48,500        309,283
Due from affiliated stores                      138,661        123,243
Note receivable - related party                  20,000         20,000
Other assets                                     24,714          9,300
Net assets of discontinued operations           412,104      8,001,420
                                            -----------     ----------
     Total assets                            $1,832,876     $9,773,351































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

                                      F-2
<PAGE>


                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS

                                                    DECEMBER 31,
                                               2000            1999
                                           ------------    -----------
LIABILITIES AND SHAREHOLDERS'
  EQUITY (DEFICIT)

Current liabilities:
  Current portion of long-term debt         $    49,891     $   45,400
  Current portion of obligations under
    capital leases                               15,931         69,838
  Accounts payable and accrued expenses         893,689        432,559
                                            -----------     ----------
     Total current liabilities                  959,511        547,797

Note payable to shareholder                   4,700,561      1,484,616
Due to affiliated stores                        392,511        398,286
Due to related entities                         778,461      1,214,931
Long-term debt, net of current portion          493,428        543,319
Obligation under capital leases, net
  of current portion                             23,153         73,229
Deferred income                                 178,919        195,860
                                           ------------    -----------
     Total liabilities                        7,526,544      4,458,038
                                           ------------    -----------
Shareholders' equity (deficit):
  Series A Convertible Preferred Stock,
   $.001 par value, 500,000 shares
   authorized and outstanding
   at December 31, 2000 and 1999              4,740,000      4,740,000
  Series B Convertible Preferred Stock,
   $.001 par value, 250,000 shares
   authorized and outstanding
   at December 31, 2000 and 1999              2,500,000      2,500,000
  Options issued in connection with
   Series A Convertible Preferred Stock
   to purchase 250,000 shares of Common
   Stock                                        260,000        260,000
  Options issued in connection with
   financing                                    174,000        174,000
  Common Stock, $.001 par value,
   10,000,000 shares authorized, 3,150,000
   and 3,000,000 shares issued and out-
   standing at December 31, 2000 and
   December 31, 1999, respectively                3,150          3,000
  Additional paid-in-capital                  3,637,380      3,520,800
  Accumulated deficit                       (17,008,198)    (5,882,487)
                                           ------------    -----------
     Total shareholders' equity (deficit)    (5,693,668)     5,315,313
                                           ------------    -----------
     Total liabilities and shareholders'
      equity                               $  1,832,876    $ 9,773,351
                                           ============    ===========

The accompanying notes are an integral part of these consolidated financial
statements.
                                      F-3
<PAGE>


                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                   FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                               2000            1999
                                           ------------    -----------
Revenues:
  Callaway Golf Center[TM]                 $  2,433,885    $ 2,154,222
  Other                                          23,947         37,873
                                           ------------    -----------
      Total revenues                          2,457,832      2,192,095

Cost of Revenues:
  Callaway Golf Center[TM]                      436,612        423,944
                                           ------------    -----------
     Total cost of revenues                     436,612        423,944
                                           ------------    -----------
     Gross profit                             2,021,220      1,768,151
                                           ------------    -----------
Operating expenses:
  Selling, general and administrative         1,805,001      2,098,128
  Depreciation and amortization                  98,880        117,145
                                           ------------    -----------
     Total operating expenses                 1,903,881      2,215,273
                                           ------------    -----------

Operating income (loss)                         117,339       (447,122)

Interest expense, net                          (211,642)      (223,918)
                                           ------------    -----------
Loss from continuing operations before
  income taxes                                  (94,303)      (671,040)
Income tax benefit                                    -       (269,332)
                                           ------------    -----------
Loss from continuing operations                 (94,303)      (401,708)

DISCONTINUED OPERATIONS:
  Loss from discontinued operations of
   SportPark business before writedown
   of assets                                 (4,521,227)    (3,417,079)
  Writedown of SportPark assets to net
   realizable value                          (6,510,181)             -
                                           ------------    -----------
Loss from discontinued operations           (11,031,408)    (3,417,079)
                                           ------------    -----------
     Net Loss                              $(11,125,711)   $(3,818,787)
                                           ============    ===========

NET LOSS PER SHARE:
  Basic and diluted:
   Loss from continuing operations         $      (0.03)   $     (0.13)
   Loss from discontinued operations              (3.51)         (1.14)
                                           ------------    -----------
     Net loss per share                    $      (3.54)   $     (1.27)
                                           ============    ===========
The accompanying notes are an integral part of these consolidated financial
statements.
                                      F-4
<PAGE>

                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                      COMMON                          COMMON
                                       STOCK            ADDITIONAL    STOCK
                          PREFERRED   PURCHASE  COMMON   PAID-IN     PURCHASE   ACCUMULATED
                            STOCK     OPTIONS   STOCK    CAPITAL     WARRANTS     DEFICIT          TOTAL
                          ----------  --------  ------  ----------  ----------  -------------  -------------
<S>                       <C>         <C>       <C>     <C>         <C>         <C>            <C>
Balance, 12/31/1998       $7,240,000  $434,000  $3,000  $3,333,300  $ 187,500   $ (2,063,700)  $  9,134,100

Expiration of common
stock purchase warrants                                    187,500   (187,500)

Net loss                                                                          (3,818,787)    (3,818,787)
                          ----------  --------  ------  ----------  ----------  -------------  -------------

Balance, 12/31/1999        7,240,000   434,000   3,000   3,520,800           -    (5,882,487)     5,315,313

Issuance of stock for
services charged to
continuing operations                              150     116,580                                  116,730

Net loss                                                                         (11,125,711)   (11,125,711)
                          ----------  --------  ------  ----------  ----------  -------------  -------------

Balance, 12/31/2000       $7,240,000  $434,000  $3,150  $3,637,380  $        -  $(17,008,198)  $ (5,693,668)
                          ==========  ========  ======  ==========  ==========  =============  =============

</TABLE>



























The accompanying notes are an integral part of these consolidated financial
statements.
                                      F-5
<PAGE>

                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                               2000            1999
                                           ------------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                 $(11,125,711)   $(3,818,787)
   Adjustments to reconcile net loss
    to net cash provided by (used in)
    operating activities of continuing
    operations:
     Loss from discontinued operations       11,031,408      3,417,079
    Common stock issued for services            116,730              -
    Depreciation and amortization                98,880        117,145
    Gain on sale of equipment                    (1,741)             -
  Changes in operating assets and
   liabilities:
    (Increase) decrease in accounts
     receivable                                  (7,290)       166,934
    Increase in prepaid expenses and other      (24,314)       (23,713)
    Increase in accounts payable and accrued
     expenses                                   461,131         19,121
    Decrease in deferred income                 (16,942)       (25,347)
                                           ------------    -----------
Net cash provided by (used in) operating
 activities of continuing operations            532,151       (147,568)
                                           ------------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Leasehold improvements expenditures           (32,562)      (235,038)
  Proceeds from sale of equipment                32,500              -
                                           ------------    -----------
Net cash used in investing activities
 of continuing operations                           (62)      (235,038)
                                           ------------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in due to affiliated
   stores and related entities                 (481,708)       359,966
  Increase in notes payable and notes
   payable to shareholder and related entity    137,072         86,277
  Principal payments on capital leases          (31,902)       (87,707)
                                           ------------    -----------
Net cash provided by (used in) financing
 activities of continuing operations           (376,538)       358,536
                                           ------------    -----------
NET CASH USED IN DISCONTINUED OPERATIONS       (123,791)    (2,351,434)
                                           ------------    -----------
NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                     31,760     (2,375,504)
CASH AND CASH EQUIVALENTS, beginning of
 period                                         118,796      2,494,300
                                           ------------    -----------
CASH AND CASH EQUIVALENTS, end of period   $    150,556    $   118,796
                                           ============    ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash paid for interest                    $     58,361    $    71,347
                                           ============    ===========
NON-CASH INVESTING AND FINANCING
 ACTIVITIES:
  Common stock issued in exchange
   for consulting services                 $    116,730    $         -
                                           ============    ===========
  Capital lease obligations transferred
   in connection with sale of equipment    $     72,081    $         -
                                           ============    ===========
  Costs incurred by the Company's
   chairman to reduce the Company's
   long term debt                          $  3,033,473    $         -
                                           ============    ===========



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

                                      F-6

<PAGE>


                  ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.   ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION

     a.  PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of All-American SportPark, Inc.
("AASP"), a Nevada corporation, include the accounts of AASP and its
subsidiaries, SportPark Las Vegas, Inc. ("SPLV") and All-American Golf Center,
Inc. ("AAGC"), both Nevada corporations, collectively the "Company". All
significant intercompany accounts and transactions have been eliminated.  The
operations of the All-American SportPark facility are included in SPLV.  The
operations of the Callaway Golf Center are included in AAGC.

     b.  COMPANY BACKGROUND AND PRIMARY CONTINUING BUSINESS ACTIVITIES

Until December 13, 1994, AASP was a wholly-owned subsidiary of Las Vegas
Discount Golf & Tennis, Inc. ("LVDG") which is now known as Sports
Entertainment Enterprises, Inc. ("SPEN"), a public company.  On December 13,
1994, the Company completed an initial public offering of 1,000,000 Units
(representing one-third of the post offering shares outstanding) at a price of
$4.50 per Unit, each Unit consisting of one share of common stock and one
Class A Warrant.  [See Note 9.e.] As of December 31, 2000, SPEN owns
approximately two-thirds (2/3) of the Company's outstanding common stock and
one third (1/3) of the Company's Convertible Preferred Stock.

The Company's Chairman owns one hundred percent (100%) of the original Las
Vegas Discount Golf & Tennis location on Paradise Road, which opened in Las
Vegas, Nevada in 1974. This store along with the St. Andrews Golf Shop
("SAGS") described below are referred to herein as the "Affiliated Stores."

On June 13, 1997, the Company and Callaway Golf Company ("Callaway") formed
All-American Golf, LLC (the "LLC") to construct, manage and operate the
Callaway Golf Center , a premier golf facility on 42 acres located at the
south end of the world famous Las Vegas "Strip" at Las Vegas Boulevard and
Sunset Road.  The Company contributed $3 million for 80 percent of the
members' units of the LLC while Callaway purchased the remaining 20 percent
for $750,000.  The Callaway Golf Center opened for business in October 1997.

On May 5, 1998, the Company sold its 80% membership interest in the LLC to
Callaway for $1.5 million in cash and the forgiveness of $3 million of debt,
including accrued interest thereon, owed to Callaway by the Company. This
transaction resulted in a gain to the Company of $1,638,900.  The Company
retained the option to repurchase the 80% membership interest for a period of
two years.

On December 31, 1998 the Company acquired from Callaway substantially all the
assets of the LLC subject to certain liabilities.  This acquisition resulted
in the Company owning 100% of the Callaway Golf Center.

The Callaway Golf Center includes the Divine Nine par 3 golf course fully
lighted for night golf, a 110-tee two-tiered driving range which has been
ranked the Number 2 golf practice facility in the United States since it
opened in October 1997, a 20,000 square foot clubhouse which includes the St.
Andrews Golf Shop, Callaway Performance Center, Giant Golf teaching academy,
and the Bistro 10 restaurant and bar.
                                    F-7
<PAGE>


     c.     DISCONTINUED OPERATIONS

The Company developed a concept for family-oriented sports-themed amusement
venues named "All-American SportPark" ("SportPark" or "SPLV").  The first
SportPark, comprising 23 acres adjacent to the Callaway Golf Center, opened
for business on October 9, 1998. The SportPark includes NASCAR SpeedPark,
Major League Baseball Slugger Stadium, the 100,000 square foot Arena Pavilion
which houses the Pepsi AllSport Arena, "The Rock" 47-foot rock climbing wall,
an 8,000 square foot arcade, Indoor putting challenge, Boston Garden
restaurant and bar, Skybox suites and several other interactive experiences
and retail shops.

As of December 31, 2000, management of the Company formalized a plan to
dispose of the SportPark facility because (1) the property continues to
sustain substantial losses, and (2) it is not expected that future results
would improve without substantial capital investment; the Company does not
have the resources to make such an investment.  As part of this plan,
effective January 2, 2001, the SportPark was closed to the general public,
although it continues to operate on a limited basis for group parties and
special events until a suitable buyer/operator is found.  The Company is in
discussions with several prospective buyers and expects to complete a
transaction to dispose of the SportPark sometime in 2001.  Accordingly, the
Company has accounted for its SportPark business segment as "Discontinued
Operations" in the accompanying consolidated financial statements as of and
for the years ended December 31, 2000 and 1999.  In connection with the
foregoing, the Company evaluated the net realizable value of the SportPark
assets in the context of its current situation and negotiations with
prospective buyers. In that regard, in the fourth quarter of 2000, management
of the Company determined that a write down of $6,510,181 was necessary to
reflect the estimated net realizable value of the SportPark upon disposition.

Net assets of the Company's discontinued Sportpark business included in the
accompanying consolidated balance sheets consisted of the following at
December 31, 2000 and 1999:

                                                 2000             1999
                                              -----------      -----------
     Current assets                           $   171,182      $   367,566
     Property and equipment, net               14,879,510       22,926,672
     Other assets                                 495,396          459,236
                                              -----------      -----------
                                               15,546,088       23,753,474
                                              -----------      -----------
     Notes payable (See Note 6)                13,080,776       13,084,118
     Capital lease obligations                    290,773          417,335
     Accounts payable and accrued liabilities   1,455,283        1,752,065
     Deferred income                              307,152          498,536
                                              -----------      -----------
                                               15,133,984       15,752,054
                                              -----------      -----------
          Net assets to be disposed of        $   412,104      $ 8,001,420
                                              ===========      ===========

Revenues related to discontinued operations totaled $3,447,949 and 4,814,575
for 2000 and 1999, respectively.


                                     F-8
<PAGE>

AASP Management has been working with the Landlord in negotiating with several
prospects to either purchase or lease the SportPark property. It remains
uncertain whether the Company will retain any ownership interest in the
SportPark.

     d.     CONCENTRATIONS OF RISK

The Company operates one Callaway Golf Center and one All-American SportPark
in Las Vegas, Nevada.  As described above, since December 31, 2000, the
All-American SportPark is operating on a limited basis and is being marketed
for sale.  The level of sustained customer demand for these types of
recreational facilities is undetermined.  The Company has implemented various
strategies to market the Callaway Golf Center to both tourists and local
residents.  Should attendance levels at the Golf Center not meet expectations
in the short-term, management believes existing cash balances would not be
sufficient to fund operating expenses and debt service requirements for at
least the next twelve months.  The inability to build attendance to profitable
levels beyond a twelve month period may require the Company to seek additional
debt or equity financing to meet its obligations as they come due.  There is
no assurance that the Company would be successful in securing such debt or
equity financing in amounts or with terms acceptable to the Company.

     e.     GOING CONCERN MATTERS

The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  As shown in the
accompanying consolidated financial statements, during the years ended
December 31, 2000 and 1999, the Company had a net loss of $11,125,711 and
3,818,787, respectively, and has experienced cash flow constraints since
September 1999.

As of December 31, 2000, the Company had a working capital deficit of
$715,616. Additionally, the $13 million note payable secured by a first deed
of trust on the discontinued SportPark segment (Note 6) has been in default
since September 1999.  The Landlord for the SportPark bought this note payable
from the Lender in November 2000, and the note remains in default.

In addition to not making payments on the SportPark loan since September 1999,
the Company has not made any land lease payments to the Landlord since that
time. The Company negotiated an agreement with the landlord to defer the land
lease payments, totaling $624,996 annually, on both the SportPark and Callaway
Golf Center beginning September 1999 with no specified ending date.
Management of the Company believes that the landlord is willing to defer land
lease payments until such time as adequate capital resources are available to
the Company to make such payments.

As discussed in subpart c. above, AASP Management and the Landlord are
negotiating with several prospects to either purchase or lease the SportPark.
AASP Management believes that, in order to sufficiently fund operating cash
needs and debt service requirements over at least the next twelve months, a
transaction with an unrelated party for the SportPark would need to be
structured so that AASP would no longer fund cash shortfalls at the SportPark
and AASP would be released from significant continuing liability for SportPark
obligations.



                                     F-9
<PAGE>

If required to fund continuing operations, management believes that additional
borrowings against the Callaway Golf Center could be arranged.  Should
additional financing to fund operations be required, the Company will explore
all funding options.  There can be no assurance such lending sources would be
willing, on terms acceptable to the Company, to provide additional financing.

The consolidated financial statements do not include any adjustments relating
to the recoverability of assets and the classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.

     f.  ESTIMATES USED IN THE PREPARATION OF FINANCIAL STATEMENTS

Preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that may require revision in future periods.  Management's estimates of net
realizable value of assets of the discontinued segment and net loss on
disposal thereof, could be subject to material change in the next year.

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with an original
maturity of three months or less, to be cash equivalents.

     b.  ACCOUNTS RECEIVABLE

Accounts receivable consists primarily of amounts due from tenants at the
Callaway Golf Center .

     c.     INVENTORIES

Inventories, which consist primarily of sporting goods merchandise are stated
at the lower of cost or market.  Cost is determined using the average cost
method.

     d.  LEASEHOLD IMPROVEMENTS AND EQUIPMENT

Leasehold improvements and equipment are stated at cost.  Depreciation and
amortization is provided for on a straight-line basis over the lesser of the
lease term or the following estimated useful lives of the assets:

       Furniture and equipment              3-10 years
       Leasehold improvements                 15 years

     e.  DEFERRED INCOME

Deferred income consists primarily of advance fees received from tenants and
corporate sponsors.  Deferred income is amortized to income over the life of
the applicable agreement.

     f.  ADVERTISING

The Company expenses advertising costs as incurred.  Advertising costs charged
to continuing operations amounted to $77,390 and $155,958 in 2000 and 1999,
respectively.

                                     F-10
<PAGE>

     g.  RECLASSIFICATIONS

In addition to accounts of the discontinued segment, certain items previously
reported in specific financial statement captions have been reclassified to
conform to the 2000 presentation.

     h.  RECOVERABILITY OF LONG-LIVED ASSETS

The Company reviews its long-lived assets for impairment whenever events or
changes in the circumstances indicate that the carrying amount of an asset or
a group of assets may not be recoverable.  The Company deems an asset to be
impaired if a forecast or undiscounted future operating cash flows directly
related to the asset, including disposal value if any, is less than its
carrying amount.  If an asset is determined to be impaired, the loss is
measured as the amount by which the carrying amount of the asset exceeds fair
value.  The Company generally measures value by discounting estimated cash
flows.  Considerable management judgment is necessary to estimate discounted
cash flows.  Accordingly, actual results could vary significantly from such
estimates.

3.     LOSS PER SHARE

Basic and diluted loss per share is computed by dividing reported net loss
from continuing operations and discontinued operations by the weighted-average
number of common shares outstanding during the period.  The weighted-average
number of common and common equivalent shares used in the calculation of basic
and diluted loss per share were 3,139,754 for 2000, and 3,000,000 for 1999.

4.     RELATED PARTY TRANSACTIONS

The Company has transactions and relationships with SPEN and subsidiaries
("Related Entities"), the chairman and principal shareholder of SPEN, the golf
retail store in Las Vegas, Nevada owned by the Chairman of SPEN (the "Paradise
Store") and the St. Andrews Golf Shop ("SAGS") which is the golf retail store
in the Callaway Golf Center owned by the President of the Company and his
brother (collectively, the Paradise Store and SAGS are referred to herein as
the "Affiliated Stores"). The types of activities that are shared by these
entities are advertising, payroll and employee benefits, warehouse rent,
equipment leases, and miscellaneous office expenses. Costs are allocated to
each entity based on relative benefits received.

The Company has unsecured, ten percent notes payable of $264,967 and $230,000
at December 31, 2000 and 1999 with the Paradise Store.  A payment of $225,300
was made on these notes in late March 1999.  These notes are due at various
dates in 2001.  The principal amount, interest rate, and payment terms are
substantially similar to borrowings that the Paradise Store obtained from a
bank to fund these loans to the Company.  Accrued interest payable of $61,826
and $62,712 at December 31, 2000 and 1999, respectively, is included with the
note payable balance under the caption "Due to Affiliated Stores" in the
accompanying consolidated balance sheets.  Interest payments of $26,508 and
$27,212 have been deferred in 2000 and 1999, respectively, a practice which is
expected to continue in 2001, if necessary.






                                     F-11
<PAGE>

The Company has unsecured, ten percent notes payable of $1,259,702 and
$1,250,000 as of December 31, 2000 and 1999 with the Company's chairman.
These notes are due at various dates in 2001.  The principal amount, interest
rate, and payment terms are substantially similar to borrowings that the
Company's chairman obtained from a bank to fund these loans to the Company.
Accrued interest payable of $346,836 and $234,616 at December 31, 2000 and
1999, respectively, is included with the note payable balance under the
caption "Note payable to Shareholder" in the accompanying consolidated balance
sheets.  Interest payments of $125,964 and $127,397 have been deferred in 2000
and 1999, respectively, a practice which is expected to continue in 2001, if
necessary.

In connection with the discontinued SportPark segment loan resolution (see
Note 6), the Company's chairman paid $2,750,000 to the Lender to release
collateral he had pledged to secure the SportPark loan; this $2.75 million was
used by the Lender to pay down the loan balance owed by the SportPark.  In
connection therewith, the Company's Chairman incurred costs and fees totaling
$283,473 to consummate the transaction with the Lender.  This transaction
required the Company's chairman to sell the collateral so that cash could be
paid to the Lender in exchange for releasing the Lender's lien on the
collateral.  The total amount of $3,033,473 incurred by the Company's chairman
along with accrued interest payable of $60,550 is included under the caption
"Note payable to Shareholder" in the accompanying consolidated balance sheet
at December 31, 2000. Payment of the accrued interest payable has been
deferred and the Company's chairman has agreed to continue deferring payment
of the accrued interest until such time as the Company has adequate capital
resources to service this obligation.

5.  LEASEHOLD IMPROVEMENTS AND EQUIPMENT

Leasehold improvements and equipment included the following as of December 31:

                                               2000           1999
                                            -----------    -----------
Building                                    $   252,866    $   252,866
Land Improvements                               313,637        291,272
Furniture and equipment                         191,423        187,705
Signs                                             7,691          7,691
Leasehold improvements                          321,414        319,835
Equipment under Capital leases                   62,648        213,682
Other                                            13,789          8,889
                                            -----------    -----------
                                              1,163,468      1,281,940

Less accumulated depreciation
 and amortization                              (218,466)      (167,780)
                                            ===========    ===========
                                            $   945,002    $ 1,114,160
                                            ===========    ===========








                                     F-12
<PAGE>

6.  LONG-TERM DEBT

On September 15, 1998, the Company consummated a $13,500,000 secured loan with
Nevada State Bank.  The original term of the loan was for 15 years with the
interest measured at a fixed rate of 4% above the Bank's five-year LIBOR rate
measured September 1, 1998, 2003 and 2008.  Through August 31, 2003, the
interest rate on the loan was 9.38%.  The loan is secured by substantially all
the assets of the Company that existed at the time the financing was completed
as well as corporate guarantees of AASP and SPEN.  The Callaway Golf Center
was not owned by the Company at the time this financing was completed and
therefore is not security for this loan.  To facilitate this financing
transaction, the owner of the leasehold interest in the land underlying the
SportPark ("Landlord") executed a trust deed granting a security interest in
the leased property to the Lender to secure repayment of the loan.  As
consideration for the Landlord's willingness to provide collateral for the
loan, the Company's President and CEO, its Chairman, and a related entity
pledged their stock in SPEN (the "Boreta Stock") to the Landlord.
Additionally, the landlord was issued 75,000 stock options exercisable at
$4.00 per share through the year 2005.  Also, the Company's Chairman pledged
three parcels of land owned by him (the "Chairman's parcels") as additional
collateral to secure the loan.  Provisions in the loan agreement allowed for
the reconveyance of these three parcels to the Company's Chairman upon the
SportPark achieving certain debt service coverage milestones.

The Company has been in default on this loan since September 1999 because it
did not make the September 1999 loan payment and has not made any of its
scheduled loan payments since.  The Bank filed a formal notice of default on
December 22, 1999.  In an attempt to resolve the default issue, the Company,
with the Bank's agreement, hired an amusement park industry consultant to
evaluate all operational aspects of the SportPark and provide recommendations
to improve its performance.  This consultant began its work in December 1999
and completed it in February 2000. The product of their evaluation included a
detailed plan to help the SportPark eventually achieve profitability and
commence servicing the Bank's debt.  The Bank hired a different industry
consultant which, after a limited review, concluded that the Company's plan as
prepared by its consultant could not be achieved.  The Company met and
discussed possible resolutions several times with the Bank's representatives
to no avail.

In July 2000, the Lender filed a notice of sale and foreclosure on the
Chairman's parcels.  In October 2000, the Company's Chairman sold the property
within which the Chairman's parcels were located and paid the Lender
$2,750,000 to fully release the obligations associated with this collateral.
The Lender applied the $2.75 million as a reduction to the outstanding
SportPark loan obligation.

On November 13, 2000, the Company reached an agreement with the Lender whereby
the Lender agreed to release AASP and SPEN from their guarantees on the
SportPark Note Payable, a note payable on certain SportPark equipment
("Equipment Note"), and an operating lease agreement for certain SportPark
equipment ("Equipment Lease").  In exchange, AASP, SPEN, and certain other
related parties agreed to fully release the Lender and its affiliates from any
claims related to the SportPark Note Payable, Equipment Note, and Equipment
Lease.  Concurrent with the foregoing, the Landlord bought these three
obligations from the Lender for $7 million.  As a result, the Landlord became
the first lien holder on the SportPark property, and also became the lender on


                                     F-13
<PAGE>

the Equipment Note and Equipment Lease, with exactly the same rights that the
previous Lender had except that the guarantees of AASP and SPEN no longer
exist on any of these three obligations. The Landlord and the Company are
negotiating with several prospects to either purchase or lease the Sportpark
property from the Landlord.  Although management of the Company believes that
a favorable resolution may be achieved with regard to this SportPark issue,
there can be no assurance that the Company will be successful in doing so.
Also, see Note 4.

The SportPark Note Payable principal balance and related accrued interest
payable due as of December 31, 2000 is $13,049,922 and $310,991, respectively.

The Equipment Note original amount was $39,055.  Payments are $808 per month
with interest at 8.75% per annum.  Payments on this note have not been made
since the Landlord bought the Equipment Note from the Lender.  The note's
scheduled maturity is March 18, 2004.  The balance owing at December 31, 2000
and 1999 was $30,854 and $34,196, respectively.

The SportPark Note Payable and Equipment Note are included as part of Net
Assets of Discontinued Operations as described in Note 1.c above.

On December 31, 1998, the Company acquired substantially all the assets of the
Callaway Golf Center subject to certain liabilities for $1 million in the form
of a promissory note payable due in quarterly installments of $25,000 over 10
years without interest.  This note has been discounted to reflect the notes'
present value.  As of December 31, 2000 and 1999, the note is recorded at
$543,319 and $588,719, respectively, in the accompanying consolidated balance
sheets.

Aggregate maturities of long-term debt of continuing operations for the five
years subsequent to December 31, 2000, are as follows:

             Year ending:
                 2001         $    49,891
                 2002              54,827
                 2003              60,250
                 2004              66,210
                 2005              72,760
              Thereafter          239,381
                              -----------
                              $   543,319
                              ===========

7.  LEASES

The Company and SPEN share office and warehouse facilities leased from the
Company's Chairman under a non-cancelable operating lease agreement, which
expires on January 31, 2005.  Rent is allocated 50% to the Company and 50% to
SPEN.  Rent expense for the Company's allocated share of this lease was $5,100
and $7,924 for 2000 and 1999, respectively.







                                     F-14

<PAGE>

The land underlying the All-American SportPark and Callaway Golf Center is
leased to the Company at an aggregate amount of $52,083 per month allocated
$18,910 and $33,173, respectively.  Also, the leases have provisions for
contingent rent to be paid by the Company upon reaching certain levels of
gross revenues.  The leases commenced October 1, 1997 for AAGC and February 1,
1998 for SPLV.  The terms of both leases are 15 years with two five-year
renewal options.  The minimum rent shall be increased at the end of the fifth
year of the term and every five years thereafter by an amount equal to ten
percent of the minimum monthly installment immediately preceding the
adjustment date.

As a condition to the lease, AASP entered into a Deposit Agreement, which
required the Company to post a refundable deposit to the lessor of $500,000.
The deposit has been applied as prepaid rent to be amortized resulting in a
balance of $0 and $37,821 as of December 31, 2000 and 1999, respectively.

Due to cash constraints, the Company negotiated an agreement with the landlord
to defer the land lease payments on both the SportPark and Callaway Golf
Center beginning September 1999 with no specified ending date.  Management of
the Company believes that the landlord is willing to defer land lease payments
until such time as adequate capital resources are available to the Company to
make such payments.

The Company is obligated under various other capital and non-cancelable
operating leases for equipment that expire at various dates over the next five
years.  Total rent expense for operating leases was $503,732 and $625,000 for
2000 and 1999, respectively.

At December 31, 2000, minimum future lease payments of continuing operations
are as follows:

                                     Capital      Operating
                    Year             Leases       Leases          Total

                    2001             $ 29,520     $   450,679  $   480,199
                    2002               21,267         433,966      455,233
                    2003                 -            446,540      446,540
                    2004                 -            442,985      442,985
                    2005                 -            438,310      438,310
                   Thereafter            -          3,323,943    3,323,943
                                     --------     -----------  -----------
         Total                       $ 50,787     $ 5,536,423  $ 5,587,210
                                                  ===========  ===========
Less amount representing interest     (11,702)
                                     --------
Present value of net minimum
capital leases payments                39,084

Current portion                       (15,931)
                                     --------
Obligations under capital leases
net of current portion               $ 23,153
                                     ========



                                     F-15

<PAGE>


8.  INCOME TAXES

The federal income tax provision (benefit) consisted of the following for the
years ended December 31:
                                                 2000           1999
                                              -----------    -----------
     Current                                  $(2,896,198)   $(2,992,134)
     Deferred                                  (1,008,713)     1,675,145
     Less valuation allowance                   3,904,911      1,316,989
                                              -----------    -----------
     Total                                    $      -       $      -
                                              ===========    ===========

The components of the deferred tax asset (liability) consisted of the
following at December 31:
                                                  2000           1999
                                              -----------    -----------
Deferred Tax Liabilities:
     Temporary differences related to
     Property and Equipment                   $(3,071,567)   $(1,887,326)

Deferred Tax Assets:
     Deferred Income                              165,264        236,094
     Other                                        169,769        119,075
     Writedown of Assets                        2,213,462           -
     Net Operating Loss Carryforward            6,358,696      3,462,870
                                              -----------    -----------
Net Deferred Tax Asset Before
  Valuation Allowance                           5,835,624      1,930,713
  Valuation allowance                          (5,835,624)    (1,930,713)
                                              -----------    -----------
Net Deferred Tax asset                        $      -       $      -
                                              ===========    ===========

As of December 31, 2000, the Company has available for income tax purposes
approximately $18,702,047 in federal net operating loss carryforwards, which
may offset future taxable income.  These loss carryforwards begin to expire in
fiscal year 2003. A valuation allowance has been established to reserve the
net deferred tax asset since management does not believe it is more likely
than not that it will be realized.

The provision (benefit) for income taxes attributable to income (loss) from
continuing operations does not differ materially from the amount computed at
the federal income tax statutory rate.

9.   CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES

     a.  STOCK OPTION PLANS

1994 Plan.  The Company's Board of Directors adopted an incentive stock option
plan (the "1994 Plan") on August 8, 1994; total shares of the Company's common
stock eligible for grant are 700,000.  Three hundred thousand options to
purchase shares of common stock of AASP at an exercise price of $5.00 per
share were granted in 1994.  Twenty thousand of these options expired unvested
in 1997.  Of the remaining 280,000 options, 240,000 were canceled and replaced
on June 9, 1997 with a new exercise price of $3.06, the fair market value on
the date of reissuance.  These 280,000 options expired unexercised on August
7, 1999.
                                     F-16
<PAGE>

In April 1996, a total of 377,000 options were granted.  All of these options
issued in April 1996 were cancelled and replaced on June 9, 1997.  These
replacement options are exercisable at an exercise price of $3.06, the fair
market value on the date of reissuance, through April 2001.  In 1998, 21,000
options were forfeited due to employee terminations.  The remaining 356,000
options are exercisable anytime.

In October 1999, 50,000 options were granted at an exercise price of $0.65625
per share, the closing market price on the date of grant. Half of the options
vested on April 5, 2000 and the remaining 25,000 shares vest on April 5, 2001.
These options expire October 28, 2004.

In April 2000, 50,000 options were granted at an exercise price of $0.8125 per
share, the closing market price on the date of grant.  Half of these options
vested immediately, and the remainder vest on April 24, 2001.  These options
expire April 24, 2005.

1998 Plan.  In October 1998, the Board of Directors approved, and in December
1998, the Company's shareholders approved, the 1998 stock incentive plan (the
"1998 Plan"). The purpose of the Plan is to advance the interests of the
Company and its subsidiaries by enhancing their ability to attract and retain
employees and other persons or entities who are in a position to make
significant contributions to the success of the Company and its subsidiaries,
through ownership of shares of stock in the Company and cash incentives.  The
Plan is intended to accomplish these goals by enabling the Company to grant
awards in the form of options, stock appreciation rights, restricted stock or
unrestricted stock awards, deferred stock awards, or performance awards (in
cash or stock), other stock-based awards, or combinations thereof, all as more
fully described below.

Pursuant to the 1998 Plan, on February 16, 1999, the Board of Directors of the
Company approved an award to the President of the Company, stock appreciation
rights ("SARs") as to 125,000 shares independent of any stock option under the
Company's 1998 Plan.  The base value of the SARs is $6 per share, however no
SAR may be exercised unless and until the market price of the Company's Common
Stock equals or exceeds $10 per share.  Amounts to be paid under this
agreement are solely in cash and are not to exceed $500,000. The SARs expire
on October 26, 2008.

Other options issued.  Pursuant to the Preferred Stock agreement described in
subpart c of this footnote 9, on July 29, 1996 Three Oceans, Inc. was granted
an option to purchase up to 250,000 shares of the Company's common stock at
$3.06 per share for a period of 5 years from the date of the agreement.

As described in footnote 6 above, in 1998 the landlord of the property
underlying the SportPark was granted 75,000 stock options.  These options are
exercisable at $4.00 per share through the year 2005.

The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its employee stock options because, as
discussed below, the alternative fair value accounting provided for under SFAS
123 requires use of option valuation models that were not developed for use in
valuing employee stock options.  Under APB 25, because the exercise price of
the Company's employee stock options equals the market price of the underlying
stock on the date of grant, no compensation expense is recognized.

                                     F-17

<PAGE>


Pro forma information regarding net income (loss) and earnings (loss) per
share is required by SFAS 123, and has been determined as if the Company had
accounted for its employee stock options under the fair value method of that
Statement. The fair value for these options was estimated at the date of grant
using a Black-Scholes option pricing model with the following assumptions for
2000: risk-free interest rate of 4.20; dividend yield of 0.0%; volatility
factor of the expected market price of the Company's common stock of 1.66; and
a weighted-average expected life of 1.29 years.  The assumptions for 1999
were: risk-free interest rate of 4.20; dividend yield of 0.0%; volatility
factor of the expected market price of the Company's common stock of 1.15; and
a weighted average expected life of 2.08 years.

The Black-Scholes option pricing model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable.  In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.

Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock
options.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period.  The Company's pro
forma information follows:

                                              YEARS ENDED DECEMBER 31,
                                                2000            1999
                                            ------------    ------------
Net loss
    As reported                             $(11,125,711)   $(3,818,787)
    Pro forma                                (11,125,711)    (3,818,787)

Basic and diluted net loss
  per share
    As reported                                    (3.54)         (1.27)
    Pro forma                                      (3.54)         (1.27)

A summary of changes in the status of the Company's outstanding stock options
for the years ended December 31, 2000 and 1999 is presented below:













                                     F-18

<PAGE>


                                       2000                   1999
                              ----------------------  ----------------------
                                            Weighted               Weighted
                                            Average                Average
                                            Exercise               Exercise
                                Shares       Price      Shares      Price
                              ----------------------  ----------------------
Outstanding at beginning
 of year                       731,000       $2.99     961,000      $3.21
  Granted                       50,000         .81      50,000        .65
  Exercised                       -            -          -           -
  Forfeited                       -            -          -           -
  Expired                         -            -      (280,000)      3.06
                              ----------------------  ----------------------
Outstanding at end of year     781,000       $2.85     731,000      $2.99
                              ======================  ======================
Exercisable at end of year     686,000       $2.93     626,000      $3.09
                              ======================  ======================
Weighted average fair value
 of options granted                    $0.45                   $0.52
                              ======================  ======================

The following table summarizes information about stock options outstanding at
December 31, 2000:

                         Options Outstanding           Options Exercisable
                 ----------------------------------   ----------------------
                              Weighted
                              Average      Weighted                 Weighted
                              Remaining    Average                  Average
                 Number       Contractual  Exercise    Number       Exercise
                 Outstanding  Life (Years) Price       Exercisable  Price
                 ----------------------------------    ---------------------
Range of
 exercise
 prices
 $0.65-$4.00       781,000      1.29        $2.85       686,000      $2.93
                 ==================================    =====================

     b. PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of preferred stock.  As of
December 31, 2000 and 1999, there were 500,000 Series A Convertible Preferred
shares and 250,000 Series B Convertible Preferred Shares issued and
outstanding.

     c.  SERIES A CONVERTIBLE PREFERRED STOCK

On July 11, 1996 the Company's Board of Directors authorized the creation of
500,000 shares of Series A Convertible Preferred Stock with a $.001 par value.
On July 29, 1996, the Company entered into an agreement to sell 500,000 shares
of the Series A Convertible Preferred Stock at $10.00 per share for a total of
$5,000,000.  The agreement also resulted in the assignment of certain rights.
All proceeds related to the agreement were received in accordance with its
terms in 1996.



                                     F-19
<PAGE>


Each share of the Series A Convertible Preferred Stock is convertible into one
share of the Company's common stock.  Each share of Series A Convertible
Preferred Stock is entitled to vote along with the holders of the Company's
common stock.

Pursuant to the agreement, the Company also granted the Series A preferred
stockholder an option to purchase up to 250,000 shares of the Company's common
stock at $3.06 per share for a period of 5 years from the date of the
agreement.

The agreement also provides for certain demand and piggyback registration
rights with respect to the shares of common stock issuable upon the conversion
of the Series A Convertible Preferred Stock and the exercise of the options.
As discussed in Note 14 below, in March 2001, the Company acquired all 500,000
shares of Series A convertible preferred stock from TOI and retired the
shares.

     d.  SERIES B CONVERTIBLE PREFERRED STOCK

On September 22, 1998, the Company's Board of Directors authorized the
creation of 250,000 shares of Series B Convertible Preferred Stock with a
$.001 par value.

On October 19, 1998, the Company issued 250,000 shares of Series B Convertible
Preferred Stock to its majority shareholder, SPEN for $2,500,000 in cash.

Each share of the Series B Convertible Preferred Stock issued to SPEN is
convertible at the option of SPEN into one share of the Company's common
stock. In the event of liquidation or dissolution of the Company, each share
of Series B Convertible Preferred Stock will have a $10.00 liquidation
preference over all other shareholders.  In addition, holders of the Series B
Convertible Preferred Stock shall be entitled to receive dividends at a rate
equal to the rate per share payable to common stock holders, assuming
conversion of the Preferred shares.  The Preferred shares can be redeemed by
the Company upon meeting certain conditions.   Each share of Series B
Convertible Preferred Stock is entitled to vote along with the holders of the
Company's common stock.

     e.  COMMON STOCK AND COMMON STOCK PURCHASE WARRANTS

In January and February 2000, the Company issued an aggregate of 150,000
restricted shares of its common stock to a consultant and a person affiliated
with the consultant in exchange for business consulting services.  The
issuance of these shares was valued at an appropriate discount from the
closing market price of AASP's common stock on or about the date that the
shares were issued.

In 1994, the Company completed a public offering of 1,000,000 Units, each Unit
consisting of one share of Common Stock and one Class A Common Stock Purchase
Warrant.  As a result, 1,000,000 shares of Common Stock and 1,000,000 Class A
Warrants were issued.  Net proceeds from the offering were $3,684,000. Two
Class A Warrants entitled the holder to purchase one share of AASP common
stock for $6.50, $2 above the initial public offering price.  The Class A
Warrants expired unexercised March 15, 1999.

                                     F-20

<PAGE>


In connection with the initial public offering, the Company issued to the
Representative of the Underwriters, Representative's Warrants to purchase
100,000 shares (10 percent of the units purchased by the underwriters), with
an exercise price of $5.40 for a four-year period beginning on December 13,
1995.  The Company also issued to the Representative 100,000 Class A Warrants
which entitled the Underwriter to purchase 50,000 shares of Common Stock (5
percent of the units purchased by the underwriters), with an exercise price of
$7.80 per share exercisable beginning on December 13, 1995.  These warrants
expired unexercised December 12, 1999.

11. EMPLOYEES  401(k) PROFIT SHARING PLAN

The Company offered all its eligible employees participation in the Employees
401(k) LVDG Profit Sharing Plan ("Plan").  The Plan provided for purchases of
certain investment vehicles by eligible employees through payroll deductions
of up to 15% of base compensation.  For 2000 and 1999, the Company matched 50%
of employee's contributions up to a maximum of 6% of an employee's base
compensation. The Company had expenses related to the Plan charged to
continuing operations of $2,114 and $6,770 for 2000 and 1999, respectively.
Effective December 6, 2000, the Company terminated this plan due to lack of
employee participation.

12.  SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN

In 1995, the Company entered into a Supplemental Retirement Plan for certain
key employees of which the President of AASP is included.  This plan became
effective on January 1, 1996.  The Company made contributions to the plan
charged to continuing operations of $3,000 and $8,667 for 2000 and 1999,
respectively.

13.  COMMITMENTS AND CONTINGENCIES

The Company has employment agreements with its President, as well as other key
employees who require the payment of fixed and incentive based compensation.

In December 1997, AASP entered into an agreement with the Pepsi-Cola Company
("Pepsi") concerning an exclusive sponsorship agreement.  Under the agreement,
Pepsi receives certain exclusive rights  to product display and dispensing of
only its products at the discontinued SportPark segment and Callaway Golf
Center in exchange for a series of payments beginning when the SportPark
opened.  In addition, Pepsi was granted the naming rights to the multipurpose
arena in the SportPark as the AllSport Arena.  In addition, Pepsi provides the
equipment needed to dispense its products at the SportPark and Callaway Golf
Center.  Also, the agreement provides that AASP and Pepsi will participate in
joint marketing programs such as promotions on Pepsi's products and local
radio advertising as well as Pepsi has the right to provide three marketing
events per year.  These events are used to promote the business of the Company
and Pepsi.  The sponsorship agreement terminates in October 2003, unless
earlier terminated as provided in the agreement.

In 1997, the Company entered into a lease and concession agreement with
Sportservice Corporation ("Sportservice") which provides SportService with the
exclusive right to prepare and sell all food, beverages (alcoholic and
non-alcoholic), candy and other refreshments throughout the discontinued
SportPark segment and Callaway Golf Center , during the ten year term of the
agreement.  Sportservice pays rent based on a percentage of gross sales. The
agreement also provides Sportservice with a right of first refusal for future
parks to be built by AASP in consideration for a fixed payment.

                                     F-21
<PAGE>

The Company is involved in certain litigation as both plaintiff and defendant
related to its business activities.  Management, based upon consultation with
legal counsel, does not believe that the resolution of these matters will have
a materially adverse effect upon the Company.

14.     SUBSEQUENT EVENT

In March 2001, the Company acquired all of its Series A Convertible Preferred
Stock from Three Oceans, Inc. ("TOI", an affiliate of Sanyo North America) for
$5,000.  In connection therewith, TOI's representative on the Board of
Directors resigned.  Also, all agreements and contractual obligations between
the Company and TOI were terminated.











































                                     F-22

<PAGE>


                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.

                                    ALL-AMERICAN SPORTPARK, INC.



Dated: March 30, 2001               By:/s/ Ronald S. Boreta
                                       Ronald S. Boreta, President

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:

      SIGNATURE                     TITLE                        DATE


/s/ Vaso Boreta               Chairman of the Board          March 30, 2001
Vaso Boreta                   and Director



/s/ Ronald S. Boreta          President (Chief               March 30, 2001
Ronald S. Boreta              Executive Officer),
                              Treasurer and Director


/s/ Kirk Hartle               Chief Financial Officer        March 30, 2001
Kirk Hartle



/s/ Robert R. Rosburg         Director                       March 30, 2001
Robert R. Rosburg


___________________________   Director
William Kilmer
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>2
<FILENAME>aasp-23.txt
<DESCRIPTION>ALL-AMERICAN SPORTPARK 12/31/00 10-KSB EX 23
<TEXT>



EXHIBIT 23


PIERCY, BOWLER, TAYLOR & KERN
CERTIFIED PUBLIC ACCOUNTANTS & BUSINESS ADVISORS
A PROFESSIONAL CORPORATION



               CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     We hereby consent to the incorporation of our report dated March 27,
2001, appearing in the Annual Report on Form 10-KSB of All-American
SportPark, Inc. for the year ended December 31, 2000, in the Company's
Registration Statement on Form S-8, SEC File No. 333-41994.



/s/ Piercy, Bowler, Taylor & Kern

Las Vegas, Nevada
March 29, 2001



























6100 Elton Avenue, Suite 100, Las Vegas, Nevada 89107

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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