<DOCUMENT>
<TYPE>10KSB/A
<SEQUENCE>1
<FILENAME>aasp10k.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. 2

     [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



                    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


                   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



                   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


                   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



                  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


                   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



                  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


     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.
This writedown was determined by taking the carrying value of the SportPark's
net fixed assets prior to the writedown of approximately $21.4 million and
reducing it by the Company's best estimate of net proceeds from disposition.
Estimated net proceeds from disposition include certain liabilities of the
SportPark that are expected to be extinguished or assumed by an ultimate buyer
as part of a disposition transaction.

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



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


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


     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


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


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


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



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




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


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.  These options granted
were recorded as an asset named Loan Financing Costs which were amortized over
the life of the loan, with an offsetting credit to "Options Issued in
Connection with Financing" included in the Equity section of the accompanying
consolidated balance sheets.  The value ascribed to these options issued of
$174,000 was determined using the Black Scholes Option Pricing Model with the
following assumptions:  Volatility factor of the expected market price of the
Company's common stock - 1.20; Risk free rate - 5.15%; Expected life of the
options - 7 years; Dividend yield - 0.0%; Vesting 10,000 shares immediately,
10,000 shares annually thereafter until completely vested.

                                     F-17




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.

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




                                       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



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




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


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





                                  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:  September 7, 2001           By:/s/ Kirk Hartle
                                       Kirk Hartle, Chief Financial Officer




</TEXT>
</DOCUMENT>
