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<SEC-DOCUMENT>0000948830-02-000093.txt : 20020415
<SEC-HEADER>0000948830-02-000093.hdr.sgml : 20020415
ACCESSION NUMBER:		0000948830-02-000093
CONFORMED SUBMISSION TYPE:	10KSB
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20011231
FILED AS OF DATE:		20020401

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
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24970
		FILM NUMBER:		02597192

	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>aasp10k.txt
<DESCRIPTION>ALL-AMERICAN SPORTPARK 12-31-01 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, 2001

                                      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: $2,425,781

As of March 22, 2002, 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 $34,500.

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

Page 1



                                   PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

                              BUSINESS DEVELOPMENT

     The Company's business began in 1974 when Vaso Boreta, the Company's
Chairman of the Board, 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 of golf and 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 was incorporated in Nevada 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.

     Sports Entertainment Enterprises, Inc. ("SPEN"), formerly known as Las
Vegas Discount Golf & Tennis, Inc. ("LVDG"), a publicly traded company,
acquired the Company in February 1988, from Vaso Boreta, who was the Company's
sole shareholder.  As of December 31, 2001, Vaso Boreta owns approximately 23%
of the outstanding common stock of SPEN, and serves as its Chairman of the
Board, President and CEO.  SPEN owns 2,000,000 shares of the Company's common
stock, which represents approximately 63% of the Company's outstanding common
stock.  In October 1998, SPEN purchased 250,000 shares of Series B Convertible
Preferred Stock of the Company that represents all of the Company's
outstanding preferred stock.  In the aggregate, SPEN owns approximately 67% of
the Company.

     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.

     In 1996, the Company sold 500,000 shares of Series A Convertible
Preferred Stock to Three Oceans Inc. ("TOI"), an affiliate of SANYO North
America Corporation, for $5,000,000 in cash pursuant to an Investment
Agreement between the Company and TOI.  The Company used these proceeds 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.

     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.



Page 2



     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 Callaway
Golf Center business.  In addition, the Buyer granted Boreta Enterprises,
Ltd., a limited partnership owned by Vaso Boreta, Ron Boreta, Vaso's son and
President of the Company, and John Boreta, Vaso's son and 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
developed its Callaway Golf Center and All-American SportPark ("SportPark")
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 was
home to the now discontinued SportPark that opened for business in October
1998; the Company disposed of the SportPark business in May 2001.  See
"BUSINESS OF THE COMPANY   DISCONTINUED SPORTPARK OPERATIONS".

     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. The lease for the SportPark commenced on February 1, 1998 with a base
rent of $18,910 per month and was cancelled in connection with the disposition
of the SportPark in May 2001; the lease for the Callaway Golf Center is for
fifteen years 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.

     During June 1997 the Company and Callaway Golf Company ("Callaway")
formed All-American Golf LLC ("LLC"), a California limited liability company
that 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.  On December 31, 1998 the Company acquired
substantially all the assets of LLC subject to certain liabilities that
resulted in the Company owning 100% of the Callaway Golf Center .

     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.

     Beginning in September 1999, the Company ceased making loan payments on
its SportPark property due to financial difficulties.  Ultimately, this
resulted in the disposition of the SportPark property in May 2001.  See
"BUSINESS OF THE COMPANY - DISCONTINUED SPORTPARK OPERATIONS".




Page 3



                            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") was comprised of two components:  The Callaway Golf Center ("CGC")
and the All-American SportPark ("SportPark") amusement center.  Collectively,
the two properties completed 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 SportPark was disposed of
in May 2001   See further discussion under the heading  "BUSINESS OF THE
COMPANY - DISCONTINUED SPORTPARK OPERATIONS".

     The Callaway Golf Center, on 42 of the 65 acres, remains an operating
business of the Company and 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 of the CGC including the MGM Grand, Mandalay Bay, Luxor,
Bellagio, and the Monte Carlo to name a few.  The CGC is also adjacent to
McCarran International Airport that services nearly 35 million visitors
annually. The local residential population approximates 1.3 million.

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 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-station, two-tiered driving
range. The driving range is designed to have the appearance of an actual golf
course with ten impact greens, waterfall features, 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 developed by
Callaway Golf Company, and three tenant operations:  (a) the St. Andrews Golf
Shop featuring the latest in Callaway Golf equipment and accessories, (b) the
Bistro 10 restaurant and bar which features an outdoor patio overlooking the
golf course and driving range with the Las Vegas "Strip" in the background,
and (c) the Giant Golf teaching academy for group and individual golf
instruction.

     The CGC has a lease agreement with St. Andrews Golf Shop which is owned
by Ronald S. Boreta, President of the Company, and John Boreta, his brother,
for the provision of sales of golf retail merchandise.  The lease is for
fifteen years ending in October 2012.  The lessee pays rent based on a
percentage of its sales ranging from 6-7% depending on the total gross sales
generated in a calendar year.

    The CGC has a lease and concession agreement with Giant Golf Academy for
the provision of golf instruction services.  The lessee pays a fixed monthly
rental for use of the golf facilities for golf instruction and for office
space inside the clubhouse building.


Page 4


    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.

     On May 5, 1998, the Company sold its 80% interest in the LLC to Callaway
for $1.5 million in cash and the forgiveness of $3 million in debt, including
accrued interest thereon, owed to Callaway by the Company.  The Company
retained the option to repurchase the 80% 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 30, 1998 the Company acquired substantially all the assets of
the LLC subject to certain liabilities.  This resulted in the Company owning
100% of the Callaway Golf Center.  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.

     In connection with this acquisition, the Company 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 component of the purchase price the
Company paid for the Callaway Golf Center upon acquisition of 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.

DISCONTINUED SPORTPARK OPERATIONS

     The SportPark opened for business in October 1998.  It was a state of the
art amusement facility that had many unique attractions and elements as
follows:

     NASCAR SPEEDPARK.  The Company had 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, provided that the Company had 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 paid 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.  In connection with the disposition of the
SportPark, this license agreement was terminated.




Page 5


     MAJOR LEAGUE BASEBALL SLUGGER STADIUM.  The Slugger Stadium was 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
was a nostalgic open-air batting stadium that attempted to duplicate a major
league experience for its patrons.  The license expired on November 30, 2000.

     SPORTPARK PAVILION.  The 100,000 square foot Pavilion Building included 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 were 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 was the
25,000 square foot Pepsi Allsport Arena which could 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.

     Unfortunately, the SportPark was 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 were made thereafter.  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.

     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, an Equipment Note and an Equipment Lease and
all rights pertaining thereto from the Bank for $7 million.

     At that point, and continuing until the SportPark was transferred to the
Landlord in June 2001, the Landlord and the Company actively pursued a
buyer/operator to take over the SportPark.  Effective January 2, 2001, the
SportPark closed to the general public although it continued to operate on a
limited basis for group parties and special events until May 31, 2001.

     On June 1, 2001, the Company completed a transaction pursuant to a
Restructuring and Settlement Agreement with Urban Land of Nevada, Inc. (the
"Landlord") to terminate the land lease for the SportPark, and to transfer all
of the leasehold improvements and personal property located on the premises to
the Landlord.

Page 6


     As part of the agreement, the Landlord agreed to waive all liabilities of
the Company to the Landlord with respect to the SportPark, and with the
exception of a limited amount of unsecured trade payables, the Landlord agreed
to assume responsibility of all other continuing and contingent liabilities
related to the SportPark.  The Landlord also agreed to cancel all of the
Company's back rent obligations for the Callaway Golf Center for periods
through April 30, 2001.  The Callaway Golf Center remains an operating
business of the Company.

     In addition, all common stock of SPEN owned by the Company's Chairman,
its President and a related entity that had been pledged to and held by the
Landlord pursuant to the original SportPark financing has been returned
unencumbered.

     As part of the transaction, the Company issued the Landlord a 35 percent
ownership interest in the Company's subsidiary that owns and operates the
Callaway Golf Center.  This subsidiary is All-American Golf Center, Inc.
("AAGC").  In connection with the issuance of the 35 percent interest in AAGC
to the Landlord, the Company and the Landlord entered into a Stockholders
Agreement that provides certain restrictions and rights on the AAGC shares
issued to the Landlord.  The Landlord is permitted to designate a non-voting
observer of meetings of AAGC's board of directors.  In the event of an uncured
default of the lease for the CGC, so long as the Landlord holds a 25% interest
in AAGC, the Landlord will have the right to select one director of AAGC.  As
to matters other than the election of Directors, the Landlord has agreed to
vote its shares of AAGC as designated by the Company.

     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 SportPark and CGC.  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 SportPark and CGC.

     The agreement with Pepsi provides that the Company and Pepsi will
participate in joint marketing programs such as promotions of Pepsi's products
at the SportPark and CGC.  In addition, Pepsi has the right to provide three
marketing events per year.  These events are used to promote the business of
the SportPark, CGC, 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 Company has received all required payments from
Pepsi. The sponsorship agreement terminates in October 2003, unless earlier
terminated as provided in the agreement.  This agreement remains in effect for
the CGC, and was assumed by the Landlord in regard to the SportPark property.

     AGREEMENT WITH SPORTSERVICE CORPORATION

     In September 1997, the Company entered into a lease and concession
agreement with Sportservice Corporation ("Sportservice") that 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.

Page 7


     Sportservice is a wholly-owned subsidiary of Delaware North Company.  The
agreement remains in effect for the CGC and the portion related to the
SportPark was assumed by the Landlord in connection with his acquisition of
the SportPark.

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 for 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 programs, rack cards, and print media in tourist
publications that are located in the Las Vegas hotels and hotel rooms.  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 a 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.

     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.

     FIRST TEE

     In March 2002, the Callaway Golf Center became the official home in
Southern Nevada for the national First Tee program.  The First Tee program is
a national initiative started in November 1997 by the World Golf Foundation.
First Tee is sponsored by the PGA Tour, the LPGA, the PGA of America, the
United States Golf Association, and Augusta National Golf Club.  The First Tee
program was formed to eliminate access and affordability issues for children,
especially economically disadvantaged children, to participate in the game of
golf.  In research conducted by the National Golf Foundation, it was noted
that only two percent of children through age 17 ever try golf and only five
percent of our nation's golfers were minorities.  The Callaway Golf Center is
proud to be part of the First Tee program and believes it will offer many
opportunities for the Company in the years ahead.

COMPETITION

     Any golf/amusement 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,

Page 8

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, family entertainment centers, and entertainment provided by
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 that is unlike any competitor in the market.

EMPLOYEES

     As of March 7, 2002, there were 5 full-time and 1 part-time employees at
the Company's executive offices, and 13 full-time and 14 part-time employees
at CGC.

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 Callaway Golf Center property
occupies approximately 42 acres of leased land described in "ITEM 1.
DESCRIPTION OF BUSINESS   BUSINESS DEVELOPMENT."  The CGC was opened October
1, 1997.  The property is in good condition both structurally and in
appearance.  The Company owns 65% of the CGC through a subsidiary,
All-American Golf Center, 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.

     The CGC has three tenants:  (1) The St. Andrews Golf Shop that occupies
approximately 4,000 square feet for golf retail sales and pays percentage rent
of 6-7% of depending on the level of sales in a calendar year.  The lease is
for fifteen years ending in 2012; (2) Sierra Sportservice that occupies about
2,500 square feet for food and beverage services and pays percentage rent
depending on the type of sale made (i.e. restaurant, catering, beverage cart).
The lease is for ten years ending in 2007; (3) Giant Golf Academy that
occupies approximately 900 square feet and pays a fixed monthly rental for
office space and for use of the golf facilities of approximately $6,500 per
month.  The lease is for five years ending in 2006 with one five-year option
to renew.

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 was settled on January 22, 2002 with the Company
agreeing to pay $100,000.  The $100,000 is payable with $25,000 at date of
settlement and the remaining balance payable in equal installments over
eighteen months.

Page 9


     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
contended that it was entitled to $243,883 for work performed.  This case was
dismissed with prejudice in November 2001.

     On September 12, 2000, the Company filed a complaint against Bentar
Development, Inc. and Contractors Bonding & Insurance Company in the District
Court of Clark County, Nevada, seeking damages for breach of contract, unjust
enrichment, and license bond claim.  Bentar Development, Inc. was the general
contractor on the construction of the Callaway Golf Center.  The Company's
claim asserts construction defects related to the CGC's driving range tee line
which has experienced large cracks in the concrete and ground level
differentials on each side of the cracks of more than one inch as the result
of ground subsidence arising primarily from Bentar's failure to properly
compact the earth in and around the tee line.  The Company seeks damages to
correct the subsidence problem, loss of income, and attorney's fees in excess
of $10,000.  The case is in the discovery stage and is expected to be resolved
in 2002.

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

     None.



































Page 10


                                    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, 2001:
       First Quarter                             $0.190     $0.050
       Second Quarter                            $0.090     $0.040
       Third Quarter                             $0.080     $0.030
       Fourth Quarter                            $0.090     $0.030

      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

      HOLDERS.  The number of holders of record of the Company's $.001 par
value common stock at December 31, 2001 was 77.  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 expected 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.  In May
2001, the Company issued a 35% interest in the Callaway Golf Center to the
property's landlord in exchange for forgiveness of back rent due the landlord.

     DISCONTINUED OPERATIONS.  On December 31, 2000, the Company formalized a
plan to dispose of the SportPark facility because (1) historically, the
property sustained substantial losses, and (2) it was not expected that future
results would improve without substantial capital investment; the Company did
not have the resources to make such an investment.  As part of this plan,

Page 11

effective January 2, 2001, the SportPark was closed to the general public,
although it continued to operate on a limited basis until May 31, 2001.  As a
result of the foregoing, the Company recorded a write down of $6,510,181 in
2000 to adjust the SportPark assets' carrying amount to estimated net
realizable value.  Loss from discontinued operations of the SportPark was
$373,016 and $4,521,227 in 2001 and 2000, respectively.  The larger loss in
2000 results from the SportPark being open on a regular basis and 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 2001, there were limited operations and no bank costs were accrued.

RESULTS OF CONTINUING OPERATIONS - YEAR ENDED DECEMBER 31, 2001 VERSUS YEAR
ENDED DECEMBER 31, 2000

     REVENUES.  Revenues increased 0.9% to $2,425,781 in 2001 compared to
$2,402,259 in 2000.  Revenues from the CGC increased 1.8% to $2,421,840 in
2001 compared to $2,378,312 in 2000.  The modest increase is the result of
increased tenant income in 2001 due to more leased space.  For both years,
facility attendance, course play, and range usage were nearly the same.

     COST OF REVENUES.  Cost of revenues decreased 13.8% to $328,353 in 2001
compared to $381,039 in 2000.  Cost of Revenues as a percentage of Revenues
was 13.5% in 2001 compared to 15.9% in 2000.  The decrease for 2001 is
primarily due to lower direct payroll costs because of improved staff
scheduling.

     SELLING, GENERAL AND ADMINISTRATIVE ("SG&A").  SG&A expenses consist
principally of payroll, rent, professional fees and other corporate costs.
The increase of 11.4% to $2,076,322 in 2001 from 1,863,366 in 2000 is due to a
combination of the following:  (1) corporate overhead decreased 24.5%, or
about $106,000, due to lower legal and professional fees because the Company
was able to resolve many outstanding legal issues in 2000, and (2) SG&A for
the Callaway Golf Center increased 22.3%, or about $319,000, due to (a) a
one-time rent credit received in 2000 from the Landlord of the CGC of
approximately $200,000, and (b) increased payroll, marketing, and utility
costs in 2001.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization decreased
9% to $90,061 in 2001 compared to $98,880 in 2000 due mainly to the
disposition of certain assets of the CGC in the first and second quarters of
2000.

     INTEREST EXPENSE, NET.  Net interest expense increased 143% to $514,449
in 2001 compared to 211,642 in 2000.  This increase is due primarily to
interest costs on new debt to the Company's Chairman that was incurred in the
fourth quarter of 2000 in the amount of $3,033,473.  This new debt was
incurred when the Company's Chairman paid down the SportPark loan in the
amount of $2.75 million and incurred other costs associated therewith totaling
$283,473.

     LOSS FROM CONTINUING OPERATIONS.  The Company incurred a net loss from
continuing operations of $603,775 in 2001 compared to $152,668 in 2000.  The
higher net loss in 2001 is due primarily to increased interest expense and
higher SG&A for the reasons described above.




Page 12



LIQUIDITY AND CAPITAL RESOURCES

     For reasons described below and in Note 1.e. to the consolidated
financial statements, in its report dated March 15, 2002, the Company's
independent auditors have expressed substantial doubt as to the Company's
ability to continue as a going concern.

     At December 31, 2001, the Company had a working capital deficit of
$681,397.  Approximately $160,000 of this deficit relates to deferred payroll
costs attributed to the Company's President deferring half of his salary from
September 1999 through May 2001.  The Company's President has agreed to defer
payment on the deferred amount until such time as the Company has sufficient
resources to pay it.  Beginning in June 2001, the Company's President
recommenced receiving his full salary.

     The $681,397 working capital deficit exists primarily because of the
historical financial problems of the discontinued SportPark business segment.
The SportPark's cash shortfalls required funding from the Callaway Golf Center
excess cash flow; this caused some CGC and corporate overhead payables to fall
behind.  This working capital deficit has been reduced since December 31, 2000
by almost $35,000.

     In September, 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 when 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.  Effective January 2, 2001, the SportPark closed to the
general public although it continued to operate on a limited basis for group
parties and special events through May 31, 2001.

     On June 1, 2001, the Company completed a transaction pursuant to a
Restructuring and Settlement Agreement with Urban Land of Nevada, Inc. (the
"Landlord") to terminate the lease relating to the SportPark, and to transfer
all of the leasehold improvements and personal property located on the
premises to the Landlord.

     As part of the agreement, the Landlord agreed to waive all liabilities of
the Company to the Landlord with respect to the SportPark, and with the
exception of a limited amount of unsecured trade payables, the Landlord agreed

Page 13


to assume responsibility of all other continuing and contingent liabilities
related to the SportPark.  The Landlord agreed to cancel all of the Company's
back rent obligations for the Callaway Golf Center for periods through April
30, 2001.  The Company recommenced paying its monthly rent for the CGC
beginning May 2001.

     In addition, all common stock of SPEN owned by the Company's Chairman,
its President and a related entity that had been pledged to the Landlord
pursuant to the original SportPark financing has been returned unencumbered.

     As part of the transaction, the Company issued the Landlord a 35-percent
ownership interest in AAGC.  In connection with the issuance of the 35-percent
interest in AAGC to the Landlord, the Company, AAGC and the Landlord entered
into a Stockholders Agreement that provides certain restrictions and rights on
the AAGC shares issued to the Landlord.  The Landlord is permitted to
designate a non-voting observer of meetings of AAGC's board of directors.  In
the event of an uncured default of the lease for the CGC, so long as the
Landlord holds a 25% interest in AAGC, the Landlord will have the right to
select one director of AAGC.  As to matters other than the election of
Directors, the Landlord has agreed to vote its shares of AAGC as designated by
the Company.

     As a result of this Restructuring and Settlement Agreement, the Company
is no longer funding cash shortfalls at the SportPark, the Company has been
released from all significant continuing and contingent liability related to
the Sportpark, and all back rent through April 30, 2001 for the CGC has been
cancelled.

     AASP Management believes that its continuing operations may not be
sufficient to fund operating cash needs and debt service requirements over at
least the next twelve months.  As a result, management is in discussions with
its primary lender on the CGC in an attempt to defer the payment of three
scheduled debt payments to later in the term of the agreement.  If management
is not successful in attaining this deferral, management plans on seeking
other sources of funding, which may include Company officers or directors or
other related parties.  In addition, management has analyzed all operational
and administrative costs of the Company and has identified areas where costs
may be reduced.  Plans are already in effect to attain the identified cost
reductions.

     The Company's current and expected sources of working capital are its
cash balances that were $27,322 at December 31, 2001 and its operating cash
flow of its CGC property.  Working capital needs have been helped by deferring
payments of 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 does not currently
have the financial resources available to make these payments.

     The Callaway Golf Center has generated positive cash flow since it was
reacquired at the end of 1998.  However, this positive cash flow is used to
fund corporate overhead that is in place in support of the CGC.  Management
continues to seek out financing to help fund working capital needs of the
Company.  In this regard, 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.


Page 14


     The Company has raised considerable capital in the past for development
projects.  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.

     The Company is pursuing several opportunities.  The Company is in various
stages of attempting to add new revenue producing elements to its CGC property
that do not require significant capital investment by the Company.  Also, the
Company is pursuing financing sources that would use the CGC as collateral to
improve the CGC operations and infuse working capital into the Company.  In
early 2001, two financing sources were willing to provide financing to CGC,
however the terms of such financing were not acceptable.

     Management of the Company has had and continues to have 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 2002.

     The Company has issued unsecured notes payable to the Company's Chairman
(the "Chairman's Notes") that bear interest at ten percent per annum with
balances of $5,129,879 and $4,700,561, respectively, at December 31, 2001 and
2000.  Included in the foregoing balances is accrued interest payable of
$836,704 and $407,386, respectively.

     The Company has issued unsecured notes payable to the Paradise Store (the
"Paradise Notes") that bear interest at ten percent per annum with balances of
$353,289 and $326,793, respectively, at December 31, 2001 and 2000.  Included
in the foregoing balances is accrued interest payable of $88,322 and $61,826,
respectively.

     The Chairman's Notes and the Paradise Notes (collectively, the "Notes")
are all past due as of December 31, 2001.  Although an agreement is not yet
signed, the Company's Chairman ("Lender") has agreed to extend the maturity
dates of each of the notes payable comprising the aforementioned balances to
various dates through the year 2008.  In addition, the Lender has required
that the Notes be secured by the Callaway Golf Center.

     Interest payments of $455,814 and $26,508 have been deferred in 2001 and
2000.  The Lender has agreed to continue deferring payment of the accrued
interest until such time as the Company has adequate capital resources to
service this obligation.

     The Company's accounts payable and accrued expenses decreased in 2001 to
$811,464 from $893,689 in 2000 due to (a) a decrease of $350,000 related to
past due land lease payments on the CGC that was exchanged by the Landlord for
a 35% ownership interest in the CGC, and (b) offset by an increase of about
$270,000 due to (i) an increase of $40,000 in deferred salary, (ii) an
increase of $140,000 in SportPark payables that require resolution from
continuing operations cash flow, and (iii) increases in trade payables due to
cash flow constraints or unresolved disputes with vendors.

Page 15


     OPERATING ACTIVITIES.  During 2001, net cash provided by operating
activities was $298,401 compared to $714,623 in 2000.  The primary reasons for
the difference relate to (1) an approximate $450,000 larger net loss from
continuing operations in 2001 compared to 2000 due mainly to higher interest
expense and SG&A expenses in 2001, (2) non cash expense in 2000 of $175,095,
and (3) a smaller increase in accounts payable and accrued expense balances in
2001 by approximately $100,000.

     INVESTING ACTIVITIES.  During 2001, net cash used in investing activities
totaled $26,844 compared to $62 in 2000.  The primary difference is proceeds
from sales of equipment of $32,500 realized in 2000 that did not occur in
2001.

     FINANCING ACTIVITIES.  During 2001, net cash used in financing activities
was $373,355 compared to $559,010 in 2000.  The main reason for the difference
is a change in due to affiliated stores and related entities of about
$185,000.

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-20 hereto.

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

     None.














Page 16



                                   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 and Director

Ronald S. Boreta      39     President, Chief Executive Officer, Treasurer,
                             Secretary and Director

Robert R. Rosburg     74     Director

William Kilmer        61     Director

Kirk Hartle           36     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.  The
Company has employed him 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
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

Page 17

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,
2001, 2000 and 1999 from the Company:










Page 18



<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   BONUS     SATION   AWARD(S) (NUMBER)         SATION
                         <FN1>              <FN2>
- ------------------ ---- -------- --------  -------  --------- -----------      ------
<S>                <C>  <C>      <C>       <C>      <C>       <C>              <C>
Ronald S. Boreta,  2001 $120,000    --     $25,648     --      325,000           --
 President and CEO 2000 $120,000    --     $31,845     --        --              --
                   1999 $121,939    --     $29,301     --      125,000           --

__________
<FN1>
Includes $27,877, $60,000 and $21,074 for 2001, 2000 and 1999, respectively, deferred by
Ron Boreta.  Ron Boreta made this election in September 1999 and the deferral ended in
June 2001.
<FN2>
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 2001, 2000, and 1999, respectively, these amounts were $7,992, $16,738, and
$13,446 for club memberships; $14,656, $10,607, and $7,188 for an automobile; and $3,000,
$3,000, $8,667 to the Company's supplemental retirement plan.

</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.  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 a local country club 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.


Page 19



     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 that is not an Incentive
Stock Option.  The Board determines vesting provisions 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 1996 and 1997, the Company's Board of Directors and shareholders
approved increases in the number of shares of Common Stock that may be issued
under the Plan from 500,000 to 700,000.  Also in April 1996, the Company's
Board of Directors granted stock options as indicated below that expired at
various dates in April 2001.

                     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 April 2001, 325,000 new options were granted to Ronald S. Boreta at
the price of $0.055 per share that is equivalent to the closing market price
on the date of grant.  These options vested upon grant and expire April 30,
2006.

     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 that is equivalent to the closing market price on the date
of grant. The options are fully vested and expire October 28, 2004.


Page 20



     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 that is equivalent to the closing market price on the date of grant.
The options are fully vested and expire 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 2001 and 2000, Ronald S. Boreta  (the President of the Company) was
designated as a Category I employee.  The Company made or accrued
contributions to the Supplemental Retirement Plan on behalf of Ronald S.
Boreta in the amount of $3,000 for both years.

     The Company's Board of Directors will likely contribute approximately the
same amount it did in 2001 to the Supplemental Retirement Plan for 2002.

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.






Page 21


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 the Board specifies another date.
If an SAR is granted in tandem with an option, the SAR will be 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.

Page 22


     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 11, 2002, 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.

                                    AMOUNT AND
NAME AND ADDRESS                  NATURE OF BENE-           PERCENT
OF BENEFICIAL OWNERS              FICIAL OWNERSHIP          OF CLASS
- -------------------------         ----------------          --------
Sports Entertainment
  Enterprises, Inc.                  2,250,000<FN1>           58.8%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Ronald S. Boreta                       325,000<FN2>            8.5%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Vaso Boreta                                  0<FN3>             --
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Kirk Hartle                            100,000<FN2>             2.6%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Robert R. Rosburg                            0<FN3>             --
49-425 Avenida Club La Quinta
La Quinta, CA  92253

William Kilmer                               0<FN3>             --
1500 Sea Breeze Boulevard
Ft. Lauderdale, FL  33316

All Directors and Officers             425,000<FN4>           11.1%
as a Group (5 persons)
___________________


Page 23



<FN1>
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                  0.0%
                    Ronald S. Boreta            17.9%
                    Robert Rosburg               0.1%
                    William Kilmer               0.1%
                    John Boreta                 17.4%
                    Boreta Enterprises, Ltd.    16.0%

In February 2002, Vaso Boreta gifted his stock holdings in SPEN to Ronald S.
Boreta and John Boreta on an equal basis.

Boreta Enterprises Ltd percentage ownership is as follows:

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

<FN2>
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.
<FN3>
Does not include shares held by Sports Entertainment Enterprises, Inc. of
which such person is an Officer, Director and/or principal shareholder.
<FN4>
Includes shares beneficially held by the five named Directors and executive
officers.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     Sports Entertainment Enterprises, Inc. ("SPEN"), a publicly-held
corporation, owns approximately 63% of the Company's outstanding Common Stock
and 250,000 shares of Series B Convertible Preferred Stock; combined, this
represents approximately 67% ownership in the Company.  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.






Page 24


     The Company has transactions and relationships with (a) SPEN and
subsidiaries ("Related Entities"), (b) Vaso Boreta and his wholly owned golf
retail store in Las Vegas, Nevada (the "Paradise Store") and, (c) two golf
retail stores, both named Saint Andrews Golf Shop ("SAGS"), owned by the
Company's President, Ron Boreta, and his brother, John Boreta.  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 subleases approximately 4,000 square feet of the Callaway
Golf Center space to St. Andrews Golf Shop which is owned by Ronald S. Boreta,
President of the Company, and his brother, John Boreta, a principal
shareholder of SPEN.  The sublease is for a period of 15 years ending in 2012.
AASP receives 6% to 7% of sales of the golf shop, depending on the level of
sales in a calendar year.  During the years ended December 31, 2001 and 2000,
the Company received $229,923 and $220,468, respectively, under this sublease.

     The Company has issued unsecured notes payable to the Company's Chairman
(the "Chairman's Notes") that bear interest at ten percent per annum with
balances of $5,129,879 and $4,700,561, respectively, at December 31, 2001 and
2000.  Included in the foregoing balances is accrued interest payable of
$836,704 and $407,386, respectively.

     The Company has issued unsecured notes payable to the Paradise Store (the
"Paradise Notes") that bear interest at ten percent per annum with balances of
$353,289 and $326,793, respectively, at December 31, 2001 and 2000.  Included
in the foregoing balances is accrued interest payable of $88,322 and $61,826,
respectively.

     The Chairman's Notes and the Paradise Notes (collectively, the "Notes")
are all past due as of December 31, 2001.  Although an agreement is not yet
signed, the Company's Chairman ("Lender") has agreed to extend the maturity
dates of each of the notes payable comprising the aforementioned balances to
various dates through the year 2008.  In addition, the Lender has required
that the Notes be secured by the Callaway Golf Center.

     Interest payments of $455,814 and $26,508 have been deferred in 2001 and
2000.  The Lender has agreed to continue deferring payment of the accrued
interest until such time as the Company has adequate capital resources to
service 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.


Page 25


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

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)



Page 26



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.

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)

Page 27


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)

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

10.28       Restructuring and Settlement   Incorporated by reference to
            Agreement with Urban Land      Exhibit 10.1 to the Registrant's
            of Nevada, Inc., et al.        Current Report on Form 8-K
                                           dated June 1, 2001

10.29       Stockholders' Agreement with   Incorporated by reference to
            All-American Golf Center,      Exhibit 10.2 to the Registrant's
            and Urban Land of Nevada,      Current Report on Form 8-K
            Inc.                           dated June 1, 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.





Page 28


                     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, 2001 and 2000 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 auditing standards generally
accepted in the United States. 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, 2001 and 2000, and the results of their
operations and their cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States.

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 losses
from continuing operations, has generated negative cash flows from continuing
operations during the two-year period ended December 31, 2001, and has a
working capital deficit and substantial shareholders' equity deficiency at
December 31, 2001; these factors raise 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 15, 2002












                                      F-1


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


                                                      DECEMBER 31,
                                                 2001             2000
                                              -----------     -----------
ASSETS

Current assets:
  Cash and cash equivalents                   $    27,322     $   150,556
  Accounts receivable                              90,267          28,150
  Inventory                                         3,907               -
  Prepaid expenses and other                       79,756          65,189
                                              -----------     -----------
     Total current assets                         201,252         243,895

Leasehold improvements and equipment, net         881,785         945,002
Due from related entities                          30,026          48,500
Due from affiliated stores                        170,574         138,661
Note receivable - related party                    20,000          20,000
Other assets                                       12,661          24,714
Net assets of discontinued operations                   -         412,104
                                              -----------     -----------
     Total assets                             $ 1,316,298     $ 1,832,876
                                              ===========     ===========






























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

                                      F-2


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

                                                      DECEMBER 31,
                                                 2001             2000
                                              -----------     -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
  (DEFICIENCY)

Current liabilities:
  Current portion of long-term debt           $    54,827     $    49,891
  Current portion of obligations under
    capital leases                                 16,358          15,931
  Accounts payable and accrued expenses           811,464         893,689
                                              -----------     -----------
     Total current liabilities                    882,649         959,511

Note payable to shareholder                     5,129,879       4,700,561
Due to affiliated stores                          425,699         392,511
Due to related entities                           463,890         778,461
Long-term debt, net of current portion            438,600         493,428
Obligation under capital leases, net
  of current portion                                    -          23,153
Deferred income                                   178,929         178,919
                                              -----------     -----------
     Total liabilities                          7,519,646       7,526,544
                                              -----------     -----------
Minority interest                                 373,724               -

Shareholders' equity (deficiency):
  Series A Convertible Preferred stock,
   $.001 par value, 500,000 shares
   authorized and outstanding at
   December 31, 2000                                    -      4,740,000
  Series B Convertible Preferred Stock,
   $.001 par value, 250,000 shares
   authorized and outstanding                   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
  Options issued in connection with financing     174,000        174,000
  Common stock, $.001 par value, 10,000,000
   shares authorized, 3,150,000 shares
   issued and outstanding                           3,150          3,150
  Additional paid-in-capital                    8,789,132      3,695,745
  Accumulated deficit                         (18,043,354)   (17,066,563)
                                              -----------     -----------
     Total shareholders' equity deficiency     (6,577,072)    (5,693,668)
                                              -----------     -----------
Total liabilities and shareholders'
 equity deficiency                            $ 1,316,298     $ 1,832,876
                                              ===========     ===========




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, 2001 AND 2000

                                                 2001             2000
                                              -----------     -----------
Revenues:
  Callaway Golf Center[TM]                    $ 2,421,840     $ 2,378,312
  Other                                             3,941          23,947
                                              -----------     -----------
     Total revenues                             2,425,781       2,402,259
                                              -----------     -----------
Cost of Revenues:
  Callaway Golf Center[TM]                        328,353         381,039
                                              -----------     -----------
     Gross profit                               2,097,428       2,021,220
                                              -----------     -----------
Operating expenses:
  Selling, general and administrative           2,076,322       1,863,366
  Depreciation and amortization                    90,061          98,880
                                              -----------     -----------
     Total operating expenses                   2,166,383       1,962,246
                                              -----------     -----------
Operating income (loss)                           (68,955)         58,974

Interest expense, net                            (514,449)       (211,642)
                                              -----------     -----------
Loss from continuing operations before
 minority interest                               (583,404)       (152,668)
Minority interest in income of subsidiary         (20,371)              -
                                              -----------     -----------
Loss from continuing operations                  (603,775)       (152,668)

DISCONTINUED OPERATIONS:
  Loss from discontinued operations of
   SportPark business before writedown
   of assets                                     (373,016)     (4,521,227)
  Writedown of SportPark assets to net
   realizable value                                     -      (6,510,181)
                                              -----------    ------------
Loss from discontinued operations                (373,016)    (11,031,408)
                                              -----------    ------------
     Net Loss                                 $  (976,791)   $(11,184,076)
                                              ===========    ============
NET LOSS PER SHARE:
  Basic and diluted:
    Loss from continuing operations           $     (0.19)   $      (0.05)
    Loss from discontinued operations               (0.12)          (3.51)
                                              -----------    ------------
     Net loss per share                       $     (0.31)   $      (3.56)
                                              ===========    ============






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, 2001 AND 2000

<TABLE>
<CAPTION>
                                        Common
                                         Stock              Additional
                            Preferred   Purchase   Common    Paid-In     Accumulated
                              Stock     Options    Stock     Capital       Deficit        Total
                            ----------  --------   ------   ----------   ------------   -----------
<S>                         <C>         <C>        <C>      <C>          <C>            <C>

Balances, January 1,
2000                         7,240,000   434,000    3,000    3,520,800     (5,882,487)    5,315,313

Issuance of stock for
services charged to
operations                                            150      174,945                      175,095

Net loss                                                                  (11,184,076)  (11,184,076)
                            ----------  --------   ------   ----------   ------------   -----------

Balances, December 31,
2000                        $7,240,000  $434,000   $3,150   $3,695,745   $(17,066,563)  $(5,693,668)

Purchase and retirement
of Series A Convertible
Preferred stock             (4,740,000) (260,000)            4,995,000                       (5,000)

Exchange of minority
interest in subsidiary for
land lease obligation                                           98,387                       98,387

Net loss                                                                     (976,791)     (976,791)
                            ----------  --------   ------   ----------   ------------   -----------
Balances, December 31,
2001                        $2,500,000  $174,000   $3,150   $8,789,132   $(18,043,354)  $(6,577,072)
                            ==========  ========   ======   ==========   ============   ===========
</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, 2001 AND 2000
<TABLE>
<CAPTION>
                                                                     2001             2000
                                                                 -----------     ------------
<S>                                                              <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                       $  (976,791)    $(11,184,076)
   Adjustments to reconcile net loss to net cash provided
   by operating activities of continuing operations:
    Loss from discontinued operations                                373,016       11,031,408
    Common stock issued for services                                       -          175,095
    Depreciation and amortization                                     90,061           98,880
    Minority interest                                                 20,371                -
    Gain on sale of equipment                                              -           (1,741)
  Changes in operating assets and liabilities:
    Increase in accounts receivable                                     (678)          (7,290)
    Increase in inventories                                           (3,907)               -
    Increase in prepaid expenses and other                            (2,514)         (24,314)
    Increase in accounts payable and accrued expenses                369,515          461,131
    Increase in interest payable to shareholder and affiliated
     store                                                           429,318          182,472
    Increase (decrease) in deferred income                                10          (16,942)
                                                                 -----------     ------------
  Net cash provided by operating activities
    of continuing operations                                         298,401          714,623
                                                                 -----------     ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Leasehold improvements expenditures                                (26,844)         (32,562)
  Proceeds from sale of equipment                                          -           32,500
                                                                 -----------     ------------
  Net cash used in investing activities of continuing
   operations                                                        (26,844)             (62)
                                                                 -----------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in due to affiliated stores and related entities         (295,737)        (481,708)
  Cash paid to redeem preferred stock                                 (5,000)               -
  Principal payments on notes payable and capital leases             (72,618)         (77,302)
                                                                 -----------     ------------
  Net cash used in financing activities of continuing
   operations                                                       (373,355)        (559,010)
                                                                 -----------     ------------
NET CASH USED IN DISCONTINUED OPERATIONS                             (21,436)        (123,791)
                                                                 -----------     ------------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                (123,234)          31,760

CASH AND CASH EQUIVALENTS, beginning of period                       150,556          118,796
                                                                 -----------     ------------
CASH AND CASH EQUIVALENTS, end of period                         $    27,322     $    150,556
                                                                 ===========     ============
SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash paid for interest                                          $    59,809     $     58,361
                                                                 ===========     ============
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock issued in exchange for consulting services        $         -     $    175,095
  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
  Land lease obligation exchanged for common stock of            ===========     ============
    subsidiary                                                   $   451,740     $          -
                                                                 ===========     ============
</TABLE>
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
subsidiary, All-American Golf Center, Inc. ("AAGC"), a Nevada corporation,
collectively the "Company".  The consolidated financial statements also
include the accounts of the discontinued operations of another AASP
subsidiary, SportPark Las Vegas, Inc. ("SPLV"), which has been dissolved as a
Nevada corporation as of February 2002.  All significant intercompany accounts
and transactions have been eliminated.  The continuing operations of the
Callaway Golf Center ("CGC") are included in AAGC.

     b.  COMPANY BACKGROUND AND CONTINUING BUSINESS ACTIVITIES

Until December 13, 1994, AASP was a wholly owned subsidiary of Las Vegas
Discount Golf & Tennis, Inc. ("LVDG") that 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.  As of December 31, 2001, SPEN owns approximately 63% of the
Company's outstanding common stock and 100% of the Company's Convertible
Preferred Stock; collectively, SPEN owns approximately 67% of the Company.

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.  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
Callaway Golf fitting center and three tenants: the St. Andrews Golf Shop
retail store, 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 SportPark
opened for business on October 9, 1998 and operated on 23 acres adjacent to
the Callaway Golf Center. The SportPark included NASCAR SpeedPark, Major
League Baseball Slugger Stadium, the 100,000 square foot Arena Pavilion which
housed 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) historically, the property had
sustained substantial losses, and (2) it was not expected that future results
would improve without substantial capital investment; the Company did not have
the resources to make such an investment.  As part of this plan, effective
January 2, 2001, the SportPark closed to the general public, although it
continued to operate on a limited basis through May 31, 2001.

As a result of the formal plan of disposal of the SportPark described above,
since December 31, 2000, the Company has accounted for its SportPark business
segment as "Discontinued Operations" in the accompanying consolidated
financial statements.

In connection with the foregoing plan of disposal, at December 31, 2000, the
Company evaluated the net realizable value of the SportPark assets.  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 included certain liabilities of the SportPark that
were expected to be extinguished or assumed by an ultimate buyer as part of a
disposition transaction.  Also, see Note 6.

On June 1, 2001, the Company completed a transaction pursuant to a
Restructuring and Settlement Agreement with Urban Land of Nevada, Inc. (the
"Landlord") to terminate the land lease for the SportPark, and to transfer all
of the leasehold improvements and personal property located on the premises to
the Landlord.

As part of the agreement, the Landlord agreed to waive all liabilities of the
Company to the Landlord with respect to the SportPark, and with the exception
of a limited amount of unsecured trade payables, the Landlord agreed to assume
responsibility of all other continuing and contingent liabilities related to
the SportPark.  The Landlord also agreed to cancel all of the Company's back
rent obligations for the Callaway Golf Center for periods through April 30,
2001.  The Callaway Golf Center remains an operating business of the Company.

In addition, all common stock of SPEN owned by the Company's Chairman, its
President and a related entity that had been pledged to and held by the
Landlord pursuant to the original SportPark financing has been returned
unencumbered.



                                      F-8



As part of the transaction, the Company issued the Landlord a 35-percent
ownership interest in AAGC.  In connection with the issuance of the 35-percent
interest in AAGC to the Landlord, the Company, AAGC and the Landlord entered
into a Stockholders Agreement that provides certain restrictions and rights on
the AAGC shares issued to the Landlord.  The Landlord is permitted to
designate a non-voting observer of meetings of AAGC's board of directors.  In
the event of an uncured default of the lease for the CGC, so long as the
Landlord holds a 25% interest in AAGC, the Landlord will have the right to
select one director of AAGC.  As to matters other than the election of
Directors, the Landlord has agreed to vote its shares of AAGC as designated by
the Company.

In regard to the Restructuring and Settlement Agreement, the Company recorded
$353,353 as Minority Interest in the accompanying consolidated balance sheet
for 2001 representing the Landlord's 35% interest in AAGC as of June 1, 2001.
The difference between the amount recorded as Minority Interest and the amount
of back rent cancelled by the Landlord of $451,740, has been recorded in the
accompanying consolidated balance sheet as Additional Paid-in Capital,
inclusive of deferred taxes of $87,209.  Also, because of this transaction,
the AAGC no longer qualifies to be included as part of the Company's
consolidated reporting entity for income tax purposes.  As a result, beginning
June 1, 2001, the AAGC will be subject to income taxes on a stand-alone basis.

The Company recorded a loss from disposal of the SportPark of $373,016 in
2001.  As of December 31, 2000, the Company had estimated there would be no
gain or loss on the disposition of the SportPark property.  The difference has
arisen mainly because net income of the SportPark business since December 31,
2000 was less than what was estimated as of December 31, 2000.

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

                                                      2000
                                                   -----------
      Current assets                               $   171,182
      Property and equipment, net                   14,879,510
      Other assets                                     495,396
                                                   -----------
                                                    15,546,088
                                                   -----------
      Notes payable (See Note 6)                    13,080,776
      Capital lease obligations                        290,773
      Accounts payable and accrued liabilities       1,455,283
      Deferred income                                  307,152
                                                   -----------
                                                    15,133,984
                                                   -----------
          Net assets to be disposed of             $   412,104
                                                   ===========

Revenues related to discontinued operations totaled $346,033 and $3,447,949
for 2001 and 2000, respectively.






                                      F-9



     d.   CONCENTRATIONS OF RISK

The Company operates one Callaway Golf Center in Las Vegas, Nevada.  The level
of sustained customer demand for this type of recreational facility 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, 2001 and 2000, the Company had a net loss of $976,791 and
$11,184,076, respectively, and has experienced cash flow constraints since
September 1999 when payment ceased being made on the Sportpark loan (see Notes
1.c. and 6).  As of December 31, 2001, the Company had a working capital
deficit of $681,397 and a shareholders' equity deficiency of $6,664,281.

As a result of the Restructuring and Settlement Agreement discussed in Note
1.c. above, the Company is no longer funding cash shortfalls at the SportPark,
the Company has been released from all significant continuing and contingent
liabilities related to the SportPark, and all back rent through April 30, 2001
for the CGC has been cancelled.  The Company recommenced paying its monthly
rent for the CGC beginning May 2001.

AASP management believes that its continuing operations may not be sufficient
to fund operating cash needs and debt service requirements over at least the
next 12 months.  As a result, management is in discussions with its primary
lender on the CGC in an attempt to defer the payment of three scheduled debt
payments to later in the term of the agreement.  If management is not
successful in attaining this deferral, management plans on seeking other
sources of funding, which may include Company officers or directors or other
related parties.  In addition, management has analyzed all operational and
administrative costs of the Company and has identified areas where costs may
be reduced.  Plans are already in effect to attain the identified cost
reductions.

The Callaway Golf Center has generated positive cash flow since it was
reacquired at the end of 1998.  However, this positive cash flow is used to
fund corporate overhead that is in place in support of the CGC.  Management
continues to seek out financing to help fund working capital needs of the
Company.  In this regard, 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 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-10


     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.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  CASH EQUIVALENTS

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

     b.   INVENTORIES

Inventories, which consist primarily of logo golf balls, are stated at the
lower of cost or market.  Cost is determined using the average cost method.

     c.  LEASEHOLD IMPROVEMENTS AND EQUIPMENT

Leasehold improvements and equipment (Note 5) 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

     d.  ADVERTISING

The Company expenses advertising costs as incurred.  Advertising costs charged
to continuing operations amounted to $77,021 and $77,390 in 2001 and 2000,
respectively.

     e.  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 2001 presentation.

     f.  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 of 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 fair 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.





                                      F-11



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 was 3,150,000 for both 2001 and 2000.

4.     RELATED PARTY TRANSACTIONS

The Company has transactions and relationships with (a) SPEN and subsidiaries
("Related Entities"), (b) SPEN's Chairman and his wholly owned golf retail
store in Las Vegas, Nevada (the "Paradise Store") and, (c) two golf retail
stores, both named Saint Andrews Golf Shop ("SAGS"), owned by the Company's
President and his brother.  One of the SAGS stores is the retail tenant in the
Callaway Golf Center.  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 issued unsecured notes payable to the Company's Chairman (the
"Chairman's Notes") that bear interest at ten percent per annum with balances
of $5,129,879 and $4,700,561, respectively, at December 31, 2001 and 2000.
Included in the foregoing balances is accrued interest payable of $836,704 and
$407,386, respectively.

The Company has issued unsecured notes payable to the Paradise Store (the
"Paradise Notes") that bear interest at ten percent per annum with balances of
$353,289 and $326,793, respectively, at December 31, 2001 and 2000.  Included
in the foregoing balances is accrued interest payable of $88,322 and $61,826,
respectively.  These balances due are included under the caption "Due to
Affiliated Stores" in the accompanying consolidated balance sheets.

The Chairman's Notes and the Paradise Notes (collectively, the "Notes") are
all past due as of December 31, 2001.  Although an agreement is not yet
signed, the Company's Chairman ("Lender") has agreed to extend the maturity
dates of each of the notes payable comprising the aforementioned balances to
various dates through the year 2008.  In addition, the Lender has required
that the Notes be secured by the Callaway Golf Center.

Interest payments of $455,814 and $26,508 have been deferred in 2001 and 2000.
The Lender has agreed to continue deferring payment of the accrued interest
until such time as the Company has adequate capital resources to service this
obligation.














                                      F-12



5.  LEASEHOLD IMPROVEMENTS AND EQUIPMENT

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

                                               2001             2000
                                            ------------     -----------

Building                                    $    252,866     $   252,866
Land Improvements                                338,637         313,637
Furniture and equipment                          193,267         191,423
Signs                                              7,691           7,691
Leasehold improvements                           321,414         321,414

Equipment under Capital leases                    62,648          62,648
Other                                             13,789          13,789
                                            ------------     -----------
                                               1,190,312       1,163,468
Less accumulated depreciation
 and amortization                               (308,527)       (218,466)
                                            ------------     -----------
                                            $    881,785     $   945,002
                                            ============     ===========
6.  LONG-TERM DEBT

On September 15, 1998, the Company consummated a $13,500,000 secured loan with
Nevada State Bank ("Lender").  The original term of the loan was 15 years with
the interest measured at a fixed rate of 4% above the Bank's five-year LIBOR
rate.  The initial interest rate through 2003 was 9.38%.  The loan was secured
by substantially all the assets of the Company that existed at the time the
financing was completed and was also secured by corporate guarantees of AASP
and SPEN.  The Company did not own the Callaway Golf Center at the time this
financing was completed and therefore was not security for this loan.  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 and
CEO, its Chairman, and a related entity pledged their stock in SPEN to the
Landlord.  Additionally, the landlord was issued 75,000 stock options
exercisable at $4.00 per share through the year 2008.

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 had been in default on this loan since September 1999 because it
did not make the September 1999 loan payment and had not made any of its
scheduled loan payments since.  The Bank filed a formal notice of default on
December 22, 1999.  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.

                                       F-13

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
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
existed on any of these three obligations. These three obligations were
cancelled in connection with the Restructuring and Settlement Agreement
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, 2001 and 2000, the note is recorded at
$493,427 and $543,319, respectively, in the accompanying consolidated balance
sheets.

Aggregate maturities of long-term debt of continuing operations for the five
years subsequent to December 31, 2001, are as follows:

                  Year ending:
                     2002         $    54,827
                     2003              60,250
                     2004              66,210
                     2005              72,760
                     2006              79,957
                  Thereafter          159,423
                                  -----------
                                  $   493,427
                                  ===========

7.  LEASES

The land underlying the Callaway Golf Center is leased to AAGC at a base
minimum rent of $33,173 per month.  The lease commenced October 1, 1997 with a
term of 15 years with two five-year renewal options.  The lease provides for a
ten percent increase in the  minimum rent at the end of the fifth year of the
term and every five years thereafter.  Also, the lease has a provision for
contingent rent to be paid by AAGC upon reaching certain levels of gross
revenues.  The lease has a corporate guarantee of AASP.

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 $439,830 and $503,732 for
2001 and 2000, respectively.







                                       F-14




At December 31, 2001, minimum future lease payments of continuing operations
are as follows:
                                     Capital    Operating
                   Year              Leases      Leases         Total

                   2002             $ 21,267   $   449,353  $   470,620
                   2003                    -       472,752      472,752
                   2004                    -       466,396      466,396
                   2005                    -       463,803      463,803
                   2006                    -       444,361      444,361
                 Thereafter                -     2,736,750    2,736,750
                                    --------    ----------- -----------
           Total                    $ 21,267    $ 5,033,415 $ 5,054,682
                                                =========== ===========
Less amount representing interest     (4,909)
                                    --------
Present value of net minimum
capital leases payments               16,358
Current portion                      (16,358)
                                    --------
Obligations under capital leases
net of current portion              $      -
                                    ========

8.  INCOME TAXES

The components of the deferred tax asset (liability) consisted of the
following at December 31:

Deferred Tax Liabilities:                         2001           2000
                                              -----------    -----------
    Temporary differences related to:
     Property and Equipment                   $(  150,833)   $(3,071,567)
     Minority interest                         (   87,209)             -

Deferred Tax Assets:

     Net operating loss carryforward            5,812,039      6,358,696
     Related party interest                       318,804        139,980
     Deferred Income                               60,836        165,264
     Other                                         39,721         29,789
     Writedown of assets                                -      2,213,462
                                              -----------    -----------
Net Deferred Tax Asset Before
  Valuation Allowance                           5,993,358      5,835,624
Valuation allowance                            (5,993,358)    (5,835,624)
                                              -----------    -----------
Net Deferred Tax asset                        $         -    $         -
                                              ===========    ===========

As of December 31, 2001, the Company has available for income tax purposes
approximately $17.1 million in federal net operating loss carryforwards, which
may offset future taxable income.  These loss carryforwards begin to expire in
fiscal year 2018.  A one hundred percent 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.



                                       F-15



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.

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 were 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 expired unexercised in April 2001.  Of this amount, 325,000 had been
granted to the Company's President.  Because of the expiration of these
options, the Company granted 325,000 new options at an exercise price of
$0.055, the market value on the date of grant; these options expire April 30,
2006.

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.  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.  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. ("TOI") 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.  These options were forfeited by TOI in connection with the
Company's redemption of TOI's Preferred Stock described below in Note 9.c.



                                       F-16



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 2008.  These options vested as
to 10,000 shares upon grant, and vest as to 10,000 shares per year until fully
vested.  These options granted were recorded as an asset named Loan Financing
Costs which were amortized over the life of the SportPark 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   as described above.

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
2001: 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 2.55; and
a weighted-average expected life of 4.43 years.  The assumptions for 2000
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 1.66; and
a weighted average expected life of 1.29 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:









                                       F-17


                                    YEARS ENDED DECEMBER 31,
                                      2001           2000
                                  ------------    ------------
Net loss
    As reported                  $(   876,791)    $(11,184,076)
    Pro forma                     (   876,791)     (11,184,076)
Basic and diluted net loss
  per share
    As reported                         (0.28)           (3.56)
    Pro forma                           (0.28)           (3.56)

A summary of changes in the status of the Company's outstanding stock options
for the years ended December 31, 2001 and 2000 is presented below:

                                      2001                   2000
                             ----------------------  ----------------------
                                           Weighted                Weighted
                                           Average                 Average
                                           Exercise                Exercise
                              Shares       Price      Shares       Price
                             ----------------------  ----------------------
Outstanding at beginning
 of year                      781,000      $2.85      731,000      $2.99
  Granted                     325,000        .06       50,000        .81
  Exercised                      -           -           -           -
  Forfeited                  (250,000)      3.06         -           -
  Expired                    (356,000)      3.06         -           -
                             ----------------------  ----------------------
Outstanding at end of year    500,000      $0.78      781,000      $2.85
                             ======================  ======================
Exercisable at end of year    465,000      $0.54      686,000      $2.93
                             ======================  ======================
Weighted average fair value
 of options granted                   $0.06                  $0.45
                             ======================  ======================

The following table summarizes information about stock options outstanding at
December 31, 2001:
                         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 $0.055-
 $4.00             500,000      4.43        $0.78     465,000      $0.54
                  ======================== ===============================

     b. PREFERRED STOCK

The Company is authorized to issue 5,000,000 shares of preferred stock.  As of
December 31, 2000, there were 500,000 Series A Convertible Preferred shares
and 250,000 Series B Convertible Preferred Shares issued and outstanding.  In
March 2001, the Company acquired and then retired all of its Series A
Convertible Preferred Stock from TOI for $5,000, leaving only the Series B
Convertible Preferred Stock outstanding at December 31, 2001.

                                       F-18



     c.   SERIES B CONVERTIBLE PREFERRED STOCK

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.  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.

     d.  COMMON STOCK

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 a ten percent discount from the closing
market price of AASP's common stock on or about the date that the shares were
issued.  The discount was applied due to restrictions placed on the shares.

10. EMPLOYEES  401(k) PROFIT SHARING PLAN

Until December 6, 2000, 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, 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 for 2000.  Effective December
6, 2000, the Company terminated this plan due to lack of employee
participation.

11.  SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN

The Company has a Supplemental Retirement Plan for certain key employees of
which the President of AASP is included.  The Company accrued contributions to
the plan charged to continuing operations of $3,000 in both 2001 and 2000.

12.  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.

AASP has an agreement with the Pepsi-Cola Company ("Pepsi") concerning an
exclusive sponsorship agreement that encompassed both the SportPark and
Callaway Golf Center.  With the disposition of the SportPark in May 2001, the
agreement remains applicable to the Callaway Golf Center.  Under the
agreement, Pepsi receives certain exclusive rights to product display and
dispensing of only its products at the Callaway Golf Center in exchange for a
series of payments.  Pepsi provides the equipment needed to dispense its
products.  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.



                                       F-19


The Company has a lease and concession agreement with Sportservice Corporation
("Sportservice") that provides SportService with the exclusive right to
prepare and sell all food, beverages (alcoholic and non-alcoholic), candy and
other refreshments, during the term of the agreement ending in 2006.  With the
disposition of the SportPark in May 2001, the Sportservice agreement remains
applicable to the Callaway Golf Center.  Sportservice pays rent based on a
percentage of gross sales.

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.















































                                       F-20



                                    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, 2002               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, 2002
Vaso Boreta                   and Director



/s/ Ronald S. Boreta          President (Chief              March 30, 2002
Ronald S. Boreta              Executive Officer),
                              Treasurer and Director


/s/ Kirk Hartle               Chief Financial Officer       March 30, 2002
Kirk Hartle



/s/ Robert S. Rosburg         Director                      March 30, 2002
Robert S. Rosburg


/s/ William Kilmer            Director                      March 30, 2002
William Kilmer



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>3
<FILENAME>ex23.txt
<DESCRIPTION>EXHIBIT 23.1
<TEXT>

EXHIBIT 23


                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS


     We hereby consent to the incorporation of our report dated March 15,
2002, appearing in the Annual Report on Form 10-KSB of All-American SportPark,
Inc. for the year ended December 31, 2001, in the Company's Registration
Statement on Form S-8 , SEC File No. 333-41994.




/s/ Piercy, Bowler, Taylor & Kern

Las Vegas, Nevada
March 15, 2002

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