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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0000948830-01-500310.txt : 20010627
<SEC-HEADER>0000948830-01-500310.hdr.sgml : 20010627
ACCESSION NUMBER:		0000948830-01-500310
CONFORMED SUBMISSION TYPE:	10KSB/A
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20001231
FILED AS OF DATE:		20010626

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			ALL AMERICAN SPORTPARK INC
		CENTRAL INDEX KEY:			0000930245
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-MISCELLANEOUS RETAIL [5900]
		IRS NUMBER:				880203976
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			1231

	FILING VALUES:
		FORM TYPE:		10KSB/A
		SEC ACT:		
		SEC FILE NUMBER:	000-24970
		FILM NUMBER:		1667734

	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/A
<SEQUENCE>1
<FILENAME>aasp-10k.txt
<DESCRIPTION>ALL-AMERICAN SPORTPARK 12/31/00 10-KSB/A
<TEXT>

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

                                 FORM 10-KSB/A
                                 AMENDMENT NO.1

     [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



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

     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.  Payroll costs decreased approximately $160,000 in 2000

                                    2

compared to 1999 primarily due to corporate staff reductions in Finance, Human
Resources, and Creative Services.  Advertising costs decreased by nearly
$100,000 for the Callaway Golf Center property.  The remaining decrease in
2000 compared to 1999 is due mainly to lower legal 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.

     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

                                    3
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.

     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

                                    4


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.

     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.  As of December
31, 2000, land lease payments owed for the CGC and SportPark are approximately
$337,000 and $192,000, respectively.  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 does
not currently have the financial resources available to make these payments.
On June 1, 2001, the Company completed a transaction pursuant to a
Restructuring and Settlement Agreement with the Landlord which included a
waiver of liabilities of the Company to the Landlord.  The Landlord agreed to
cancel all back rent obligations of the SportPark, and all back rent
obligations of the CGC through April 30, 2001.  See the Company's Report on
Form 8-K dated June 1, 2001.

     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.

                                    5


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.






































                                    6



                                  SIGNATURES

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

                                    ALL-AMERICAN SPORTPARK, INC.



Dated:  June 26, 2001               By:/s/ Kirk Hartle
                                       Kirk Hartle, Chief Financial Officer



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