<DOCUMENT>
<TYPE>10KSB
<SEQUENCE>1
<FILENAME>aasp.txt
<DESCRIPTION>ALL AMERICAN SPORTPARK 12-31-02 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, 2002

                                      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 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. [X]

State issuer's revenues for its most recent fiscal year: $2,320,184

As of March 28, 2002, 3,400,000 shares of common stock were outstanding, and
the aggregate market value of the common stock of the Registrant held by
non-affiliates was approximately $15,640.

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

                                    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. ("AASP") 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.  Vaso Boreta also serves as SPEN's Chairman of the Board,
President and CEO.

     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.  The net proceeds to the Company from this public offering
were approximately $3,684,000.  The Class A Warrants expired unexercised 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.

     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"

Page 2

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[TM].  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[TM].

     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. 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".

     SPEN owned 2,000,000 shares of the Company's common stock and 250,000
shares of the Company's Series B Convertible Preferred Stock.  In the
aggregate, this represented approximately two-thirds ownership in the Company.
On April 5, 2002, SPEN elected to convert its Series B Convertible Preferred
Stock into common stock on a 1 for 1 basis.  On May 8, 2002, SPEN completed a
spin-off of the Company's shares held by SPEN to SPEN's shareholders.  This
resulted in SPEN no longer having any ownership interest in the Company.





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 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[TM]" 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.

     Unfortunately, the SportPark was beset with financial problems since the
opening in October 1998 which culminated in the SportPark defaulting on its
mortgage (the "Bank Note") beginning in September 1999.  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.


Page 5

     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 to no avail.

     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.

     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 exchange for certain rights, Pepsi agreed to pay the Company a fixed
annual cash payment for the term of the agreement such that five total cash
payments were received.  The Company 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.

     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.

Page 6

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,
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.


Page 7


     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 12, 2002, there were 4 full-time and 1 part-time employees at
the Company's executive offices, and 7 full-time and 15 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 gross sales depending on the level of sales in a calendar year.
The lease is for fifteen years ending in 2012; (2) Sierra Sportservice
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 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 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 settled the case in
March 2003 with Bentar and all other involved parties, except for one
subcontractor named Western Technologies.  The settlement with Bentar resulted

Page 8

in the Company receiving $880,000 in cash.  Subsequent to the settlement, the
Company continued its suit against Western Technologies and was awarded a
judgment against Western Technologies of $660,000 in March 2003.  Western
Technologies is opposing the judgment and will likely appeal.

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

     None.


                                    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, 2002:
       First Quarter                           $ 0.05     $ 0.03
       Second Quarter                          $ 0.06     $ 0.02
       Third Quarter                           $ 0.06     $ 0.01
       Fourth Quarter                          $ 0.02     $ 0.01

     Year Ended December 31, 2001:
       First Quarter                           $ 0.19     $ 0.05
       Second Quarter                          $ 0.09     $ 0.04
       Third Quarter                           $ 0.08     $ 0.03
       Fourth Quarter                          $ 0.09     $ 0.03

     HOLDERS.  The number of holders of record of the Company's $.001 par
value common stock at March 24, 2003 was approximately 1,046.  This does not
include approximately 1,000 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.





Page 9


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.  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.

     RESULTS OF CONTINUING OPERATIONS - YEAR ENDED DECEMBER 31, 2002 VERSUS
YEAR ENDED DECEMBER 31, 2001

     REVENUES.  Revenues decreased 4.4% to $2,320,184 in 2002 compared to
$2,425,781 in 2001.  The decrease is due mainly to an approximate 10% decrease
in golf course rounds played in 2002 attributed to less favorable weather
conditions in the first and third quarters of 2002.

     COST OF REVENUES.  Cost of revenues decreased 5.4% to $310,501 in 2002
compared to $328,353 in 2001.  Cost of revenues as a percentage of revenues
was 13.4% in 2002 compared to 13.5% in 2001.  The decrease for 2002 is
primarily due to lower direct payroll costs related to the decrease in revenue
above.

     SELLING, GENERAL AND ADMINISTRATIVE ("SG&A").  SG&A expenses consist
principally of payroll, rent, professional fees and other corporate costs.
The decrease of 5.9% to $1,954,172 in 2002 from $2,076,322 in 2001 is due to a
combination of the following:  (1) corporate overhead decreased 19.1%, or
about $62,000, due to cost reductions in payroll, legal and professional fees,
utilities and other office expenses, and (2) SG&A for the Callaway Golf Center
decreased 3.4%, or about $60,000, due to (a) decreases in advertising,
contract services, property taxes and property insurance, and utilities
aggregating approximately $120,000, offset by (b) an approximate $60,000
increase in legal fees associated with the construction defect case that the
Company, as plaintiff, settled in March 2003.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization decreased
4.7% to $85,848 in 2002 compared to $90,061 in 2001 due to a lower depreciable
asset base in 2002 because several short-lived assets became fully
depreciated.

     INTEREST EXPENSE, NET.  Net interest expense decreased 1.9% to $504,766
in 2002 from $514,449 in 2001.  The decrease is due mainly to one months'
interest on notes payable to affiliate because certain notes matured on
December 1, 2002 so interest did not accrue in December 2002 on certain of
these notes.

     LOSS FROM CONTINUING OPERATIONS.  The Company incurred a net loss from
continuing operations of $207,064 in 2002 and $603,775 in 2001.  The smaller
net loss is due to the following:  (1) an approximate $40,000 smaller
operating loss resulting from cost reductions described above, (2) an
approximate $10,000 decrease in interest expense as described above, (3) an
approximate $110,000 difference in minority interest that results from a
higher intercorporate cost allocation in 2002 because the minority interest
existed for all 12 months in 2002 compared to 7 months in 2001, and (4) a
$239,425 gain on extinguishment of debt in 2002 related to the forgiveness of
matured debt owed to the Company's Chairman.


Page 10



LIQUIDITY AND CAPITAL RESOURCES

     For reasons described below and in Note 1.e. to the consolidated
financial statements, in its report dated March 26, 2003, the Company's
independent auditors have expressed substantial doubt as to the Company's
ability to continue as a going concern.

     At December 31, 2002, the Company had a working capital deficit of
$1,011,049.  Nearly half of this deficit is due to related party notes or
other obligations.  This deficit exists primarily because of the historical
financial problems of the discontinued SportPark business segment.

     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.  However, in March 2003, the Company reached a
settlement with the general contractor and other entities responsible for
building the CGC wherein the Company received $880,000.  Part of these
settlement proceeds could be used to fund continuing operations.  Otherwise,
management plans on seeking other sources of funding, which may include
Company officers or directors or other related parties.  In addition,
management continues to analyze all operational and administrative costs of
the Company and has made and will continue to make the necessary cost
reductions as appropriate.

     Among its alternative courses of action, management of the Company may
seek out and pursue a business combination transaction with an existing
private business enterprise that might have a desire to take advantage of the
Company's status as a public corporation.  At this time, management does not
intend to target any particular industry but, rather, intends to judge any
opportunity on its individual merits.  Any such transaction would likely have
a dilutive effect on the interests of the Company's stockholders that would,
in turn, reduce each shareholders proportionate ownership and voting power in
the Company.  There is no assurance that the Company will acquire a favorable
business opportunity through a business combination.  In addition, even if the
Company becomes involved in such a business opportunity, there is no assurance
that it would generate revenues or profits, or that the market price of the
Company's common stock would be increased thereby.

     The Company has no commitments to enter into or acquire a specific
business opportunity and therefore can disclose the risks of a business or
opportunity that it may enter into in only a general manner, and cannot
disclose the risks of any specific business or opportunity that it may enter
into.  An investor can expect a potential business opportunity to be quite
risky.  Any business opportunity acquired may be currently unprofitable or
present other negative factors.

     The Callaway Golf Center has generated positive cash flow since 1998.
However, this positive cash flow is used to fund corporate overhead that is in
place in support of the CGC and public company operations.

     The Company's current and expected sources of working capital are its
cash balances that were $30,108 at December 31, 2002, its operating cash flow
of its CGC property, and the settlement proceeds discussed previously.
Working capital needs have been helped by deferring payments of interest and
notes payable balances due to an Affiliate.  Management believes that
additional deferrals or such payments could be negotiated, if necessary.



Page 11


     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 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.

     There are no planned material capital expenditures in 2003.

     OPERATING ACTIVITIES.  During 2002, net cash used in operating activities
was $66,663 compared to net cash provided by operating activities in 2001 of
$298,401.  Excluding the impacts of discontinued operations, minority interest
and gain on extinguishments of debt, the primary reasons for the difference
relate to (1) an approximate $50,000 smaller net loss from continuing
operations in 2002 compared to 2001 due mainly to lower operating costs in
2002, (2) an approximate $100,000 decrease in deferred income, and (3) a
$60,000 decrease in payables in 2002 compared to a $370,000 increase in
payables in 2001.

     INVESTING ACTIVITIES.  Net cash provided by investing activities was
$70,730 in 2002; net cash used in investing activities was $26,844 in 2001.
The activity in 2002 results from the disposition of equity securities held by
the Company amounting to $76,306 that had been transferred from SPEN, offset
by $5,576 in expenditures for equipment.  The 2001 activity was related to
leasehold improvements made to the golf course driving range.

     FINANCING ACTIVITIES.  Net cash used in financing activities was $1,281
in 2002 compared to $373,355 in 2001.  The primary reasons for the difference
are:  (1) an increase in due to affiliated stores and other related entities
in 2002 of $58,193 compared to a corresponding decrease in such accounts of
$295,737 in 2001, (2) payment of $76,306 in 2002 to reduce notes payable to
shareholder, (3) $66,346 in proceeds from an affiliated store in 2002 for
working capital, and (4) approximately $22,000 less in 2002 of principal
payments on notes payable due to the negotiated deferral of leasehold mortgage
payments to the CGC's lender.

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.

Page 12


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.

                                  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           68     Chairman of the Board and Director

Ronald S. Boreta      40     President, Chief Executive Officer, Treasurer,
                             Secretary and Director

Robert R. Rosburg     75     Director

William Kilmer        62     Director

Kirk Hartle           37     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. 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 90% of his time to the
business of the Company.

Page 13


     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.  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
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.

     ROBERT R. ROSBURG has served as a Director of the Company since August
1994.  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.
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.  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 entities related to
the Company.

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,
2002, 2001 and 2000 from the Company:




Page 14


                         SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>


                                                     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
                          (1)                (2)
------------------ ---- -------- --------  -------  --------- -----------    ------
<S>                <C>  <C>      <C>       <C>      <C>       <C>            <C>
Ronald S. Boreta,  2002 $120,000    --     $26,482     --        --            --
 President and CEO 2001 $120,000    --     $25,648     --      325,000         --
                   2000 $120,000    --     $31,845     --        --            --

Kirk Hartle,       2002 $116,723    --        --       --        --            --
 CFO

__________

(1)  Includes $27,877 and $60,000 for 2001 and 2000, respectively, deferred by Ron
     Boreta.  Ron Boreta made this election in September 1999 and the deferral ended
     in June 2001.

(2)  Represents amounts paid for country club memberships for Ronald S. Boreta, an
     automobile for his personal use, and contributions made by the Company to
     retirement plans on his behalf.  For 2002, 2001, and 2000, respectively, these
     amounts were $7,808, $7,992, and $16,738 for club memberships; $18,674,
$14,656,
     and $10,607 for an automobile; and $0, $3,000, $3,000 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 beginning 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 15


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 for 325,000 shares at an exercise
price of $3.0625 to Ronald S. Boreta, the Company's President, that expired in
April 2001.

     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.

     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.

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

Page 16


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.

     Contributions to this plan ceased in 2002 due to cash flow constraints.

1998 STOCK INCENTIVE PLAN

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

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

GENERAL

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

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

     STOCK APPRECIATION RIGHTS (SARs).  Stock appreciation rights ("SARs") may
be granted either alone or in tandem with stock option grants.  Each SAR
entitles the holder on exercise to receive an amount in cash or Stock or a
combination thereof (such form to be determined by the Board) determined in
whole or in part by reference to appreciation in the fair market value of a

Page 17

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.

     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 21, 2003, 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.





Page 18


                                    AMOUNT AND
NAME AND ADDRESS                  NATURE OF BENE-           PERCENT
OF BENEFICIAL OWNERS              FICIAL OWNERSHIP          OF CLASS
-------------------------         ---------------          --------
Ronald S. Boreta                       975,484 (1)            26.2%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

ASI Group LLC (5)                      637,044 (6)            18.7%
c/o Agassi Enterprises, Inc.
Suite 750
3960 Howard Hughes Parkway
Las Vegas, NV  89109

John Boreta                            500,439 (2)            14.7%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Boreta Enterprises, Ltd.               360,784 (4)            10.6%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Vaso Boreta                              3,853 (3)             0.1%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Kirk Hartle                            100,000 (7)             2.9%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Robert R. Rosburg                        1,383                  --
49-425 Avenida Club La Quinta
La Quinta, CA  92253

William Kilmer                           1,383                  --
1853 Monte Carlo Way
Coral Springs, FL  33071

All Directors and Officers           1,082,103 (8)            28.3%
as a Group (5 persons)
___________________

(1)  Includes 402,229 shares held directly, 248,255 shares which represents
     Ronald Boreta's share of the Common Stock held by Boreta Enterprises
     Ltd., and 325,000 shares underlying options exercisable within 60 days
     held by Ronald Boreta.

(2)  Includes 391,735 shares held directly, and 108,704 shares which
     represents John Boreta's share of the Common Stock held by Boreta
     Enterprises Ltd.

(3)  Includes 28 shares held directly, and 3,825 shares which represents Vaso
     Boreta's share of the Common Stock held by Boreta Enterprises Ltd.

(4)  Direct ownership of shares held by Boreta Enterprise Ltd., a limited
     liability company owned by Vaso, Ronald and John Boreta.  Boreta
     Enterprises Ltd. percentage ownership is as follows:


Page 19


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

(5)  ASI Group LLC is a Nevada limited liability company whose members are
     Andre K. Agassi and Perry Craig Rogers.

(6)  All shares are owned directly.

(7)  Represents shares underlying options exercisable within 60 days held by
     the named person.

(8)  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, owned approximately 67% of the Company's outstanding shares prior
to May 8, 2002.  Effective as of that date, the shares of the Company held by
SPEN were distributed to SPEN shareholders.  Vaso Boreta, the Company's
Chairman of the Board, is an Officer and Director of SPEN. Ronald S. Boreta,
President and a Director of the Company, is a Director and principal
shareholder of SPEN.  Robert S. Rosburg and William Kilmer, Directors of the
Company, are also Directors of SPEN.  In addition, John Boreta, the son of
Vaso Boreta and the brother of Ronald S. Boreta, is a principal shareholder of
SPEN.

     The Company has transactions and relationships with (a) SPEN ("Related
Entities"), (b) Vaso Boreta and his wholly owned golf retail stores in Las
Vegas, Nevada (the "Paradise Store" and "Rainbow 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, Rainbow 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.

     Prior to April 4, 2002, the Company had issued various unsecured notes
payable to Vaso Boreta, the Company's Chairman, and to the Paradise Store
totaling approximately $5,519,862 as of March 31, 2002.  This balance includes
accrued interest payable of $1,038,026.  Effective April 4, 2002, the Company
entered into a Forbearance Agreement with Vaso Boreta, the Company's Chairman,
and LVDGT Paradise, Inc. ("Lender"), a Nevada corporation owned by Vaso Boreta
that owns and operates the Paradise Store.  This Forbearance Agreement
extended the maturity dates of the notes payable to various dates beginning
December 1, 2002 and extending through year 2008.  The amounts due are shown
as notes payable to affiliate and interest payable to affiliate in the
accompanying consolidated balance sheets.  The notes bear interest at 10% per
annum and are secured by the assets of the Company.

     In February 2002, the Company repaid $76,306 in principal on the Notes.
As of December 31, 2002, because the Company did not have the resources to pay
the required note payment of $168,363 that was due December 1, 2002, Vaso
Boreta demanded payment but since the Company did not have the resources to
pay the obligation, Mr. Boreta forgave this note in default and, as a result,

Page 20


the note balance of $168,363 plus accrued interest payable of $71,069 were
extinguished and recorded as an extraordinary item - "Gain on extinguishment
of debt" in the Company's consolidated financial statements for 2002.

     Interest payments on the Notes have been deferred since inception.  The
Chairman has agreed to continue deferring payment of the accrued interest
until such time as the Company has adequate capital resources to pay such
amounts.

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

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

     (a)  3. EXHIBITS.

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

 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)

Page 21


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

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

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

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

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


Page 22



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

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

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

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

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

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

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

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

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

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

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

23          Consent of Piercy, Bowler      Filed herewith electronically
            Taylor & Kern


Page 23


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

ITEM 14.  CONTROLS AND PROCEDURES

     Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
have evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this annual
report, and, based upon their evaluation, our principal executive officer and
principal financial officer have concluded that these controls and procedures
are effective.  There were no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation.













































Page 24



                  ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES

                           INDEX TO FINANCIAL STATEMENTS

                                                                   Page

Report of Independent Public Accountants ........................  F-1

Consolidated Balance Sheets - December 31, 2002 and 2001 ........  F-2-F-3

Consolidated Statements of Operations for the Years Ended
December 31, 2002 and 2001 ......................................  F-4

Consolidated Statements of Stockholders' Equity Deficiency
for the Years Ended December 31, 2002 and 2001 ..................  F-5

Consolidated Statements of Cash Flows for the Years Ended
December 31, 2002 and 2001 ......................................  F-6

Notes to Consolidated Financial Statements ......................  F-7






































Page 25



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. and subsidiaries (the " Company") as of December 31, 2002 and
2001 and the related consolidated statements of operations, shareholders'
equity deficiency 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, 2002 and 2001, 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, and has a working capital deficit and substantial
shareholders' equity deficiency at December 31, 2002; 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 26, 2003













                                     F-1


                  ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001

ASSETS

                                                        2002          2001
                                                     ----------    ----------
Current assets:
  Cash                                               $   30,108    $   27,322
  Accounts receivable                                    36,968        90,267
  Prepaid expenses and other                             54,431        83,663
                                                     ----------    ----------
     Total current assets                               121,507       201,252

Leasehold improvements and equipment, net               801,513       881,785
Due from affiliated stores                              136,507       170,574
Note receivable - related party                          20,000        20,000
Due from other related entities                          20,017        30,026
Other assets                                              3,488        12,661
                                                     ----------    ----------

     Total assets                                    $1,103,032    $1,316,298
                                                     ==========    ==========


























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

                                      F-2

                  ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2002 AND 2001
                                  (CONTINUED)

LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY
                                                       2002          2001
                                                   ------------  ------------

Current liabilities:
  Current portion of long-term debt                $    106,917  $     79,825
  Current portion of obligations under
    capital leases                                         -           16,358
  Current portion of notes payable to affiliate         200,000          -
  Interest payable to affiliate                          98,658          -
  Accounts payable and accrued expenses                 726,981       786,466
                                                   ------------  ------------
     Total current liabilities                        1,132,556       882,649

Notes payable to affiliate, net of current portion    4,113,473     4,558,142
Interest payable to affiliate                         1,203,260       925,026
Due to affiliated stores                                157,910        72,410
Due to other related entities                           534,099       463,890
Long-term debt, net of current portion                  378,352       438,600
Deferred income                                          82,408       178,929
                                                   ------------  ------------
     Total liabilities                                7,602,058     7,519,646
                                                   ------------  ------------
Minority interest in subsidiary                         285,110       373,724
                                                   ------------  ------------
Shareholders' equity deficiency:
  Series B Convertible Preferred Stock, $.001 par
    value, 250,000 shares issued and outstanding at
    December 31, 2001                                      -        2,500,000
  Common Stock, $.001 par value, 10,000,000 shares
    authorized, 3,400,000 and 3,150,000 shares
    issued and outstanding at December 31, 2002
    and 2001, respectively                                3,400         3,150
  Additional paid-in capital                         11,462,882     8,963,132
  Accumulated deficit                               (18,250,418)  (18,043,354)
                                                   ------------  ------------
     Total shareholders' equity deficiency           (6,784,136)   (6,577,072)
                                                   ------------  ------------
Total liabilities and shareholders' equity
  deficiency                                       $  1,103,032  $  1,316,298
                                                   ============  ============






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

                                      F-3



<PAGE>
                  ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001

                                                       2002          2001
                                                   ------------  ------------

Revenues                                           $  2,320,184  $  2,425,781
Cost of revenues                                        310,501       328,353
                                                   ------------  ------------
     Gross profit                                     2,009,683     2,097,428
                                                   ------------  ------------
Operating expenses:
  Selling, general and administrative                 1,954,172     2,076,322
  Depreciation and amortization                          85,848        90,061
                                                   ------------  ------------
     Total operating expenses                         2,040,020     2,166,383
                                                   ------------  ------------
Operating loss                                          (30,337)      (68,955)

Interest expense, net                                  (504,766)     (514,449)
Gain on extinguishment of debt (note 4)                 239,425          -
                                                   ------------  ------------
     Loss from continuing operations before
      minority interest                                (295,678)     (583,404)

Minority interest in (income) loss of subsidiary         88,614       (20,371)
                                                   ------------  ------------
     Loss from continuing operations                   (207,064)     (603,775)

DISCONTINUED OPERATIONS:
Loss from disposal of discontinued segment                 -         (373,016)
                                                   ------------  ------------
     Net loss                                      $   (207,064) $   (976,791)
                                                   ============  ============
NET LOSS PER SHARE:
  Basic and diluted:
    Loss from continuing operations                $     (0.06)  $      (0.19)
    Loss from discontinued operations                      -            (0.12)
                                                   ------------  ------------
     Net loss per share                            $      (0.06) $      (0.31)
                                                   ============  ============










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 DEFICIENCY
                  FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
<TABLE>
<CAPTION>
                                            Additional
                    Preferred     Common     Paid-In     Accumulated
                      Stock       Stock      Capital       Deficit        Total
                    ----------    ------    ----------   ------------   -----------
<S>                 <C>           <C>       <C>          <C>            <C>
Balances,
January 1, 2001     $7,240,000    $3,150    $ 4,129,745  $(17,066,563)  $(5,693,668)

Purchase and
retirement of
Series A
Convertible Pre-
ferred stock        (4,740,000)               4,735,000                      (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     3,150      8,963,132   (18,043,354)   (6,577,072)

Conversion of
Series B Preferred
stock to Common
stock               (2,500,000)      250      2,499,750                        _

Net loss                                                     (207,064)     (207,064)
                    ----------    ------    -----------   ------------  -----------
Balances,
December 31,
2002                $      _      $3,400    $11,462,882  $(18,250,418)  $(6,784,136)
                    ==========    ======    ===========  ============   ===========
</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, 2002 AND 2001

                                                       2002          2001
                                                   ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                         $   (207,064) $   (976,791)
   Adjustment to reconcile net loss to
    net cash provided by (used in) operating
    activities of continuing operations:
     Gain on extinguishment of debt                    (239,425)         -
     Minority interest                                  (88,614)       20,371
     Loss from discontinued operations                     -          373,016
     Depreciation and amortization                       85,848        90,061
     Gain on sale of securities                          (1,061)         -
     Changes in operating assets and liabilities:
      (Increase) decrease in accounts receivable         53,299          (678)
      (Increase) decrease in prepaid expenses and
       other                                             38,405        (6,421)
      Increase (decrease) in accounts payable and
       accrued expenses                                 (59,485)      369,515
      Increase in interest payable to shareholder
       and affiliated store                             447,955       429,318
      Increase (decrease) in deferred income            (96,521)           10
                                                   ------------  ------------
        Net cash provided by (used in) operating
         activities of continuing operations            (66,663)      298,401
                                                   ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of securities                       76,306          -
  Leasehold improvements expenditures                    (5,576)      (26,844)
                                                   ------------  ------------
        Net cash provided by (used in)
         investing activities of continuing
         operations                                      70,730       (26,844)
                                                   ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in due to affiliated
   stores and other related entities                     58,193      (295,737)
  Proceeds of loan from affiliated store                 66,346          -
  Principal payments on notes payable
    to shareholder                                      (76,306)         -
  Cash paid to redeem preferred stock                      -           (5,000)
  Principal payments on notes payable and
   capital leases                                       (49,514)      (72,618)
                                                   ------------  ------------
       Net cash used in financing activities
        of continuing operations                         (1,281)     (373,355)
                                                   ------------  ------------
NET CASH USED IN DISCONTINUED OPERATIONS                   -          (21,436)
                                                   ------------  ------------
NET INCREASE (DECREASE) IN CASH                           2,786      (123,234)
CASH, beginning of period                                27,322       150,556
                                                   ------------  ------------
CASH, end of period                                $     30,108  $     27,322
                                                   ============  ============
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                           $     50,656  $     59,809
                                                   ============  ============
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Land lease obligation exchanged for
   common stock of subsidiary                      $       -     $    451,740
                                                   ============  ============

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"), include the accounts of AASP and its 65% owned subsidiary,
All-American Golf Center, Inc. ("AAGC"), collectively the "Company".  For year
2001 amounts, the financial statements also include the accounts of AASP's
discontinued SportPark subsidiary, SportPark Las Vegas, Inc. ("SPLV"), that
was dissolved as a Nevada corporation in 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

     Prior to April 5, 2002, the Company had issued and outstanding 3,150,000
shares of common stock and 250,000 shares of Series B convertible preferred
stock.  SPEA owned 2,000,000 of the Company's common shares outstanding and
all of the Series B preferred shares that combined represented an approximate
66% ownership in the Company.  On April 5, 2002, SPEA elected to convert its
Series B convertible preferred stock into common stock on a 1 for 1 basis.  As
such, commencing April 5, 2002, the Company had issued and outstanding
3,400,000 shares of common stock and no Series B preferred stock.

     On May 8, 2002, SPEA completed a spin-off of its AASP common stock
holdings to SPEA shareholders that resulted in SPEA having no ownership
interest in the Company.


     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.

c.   DISCONTINUED OPERATIONS

     At the end of year 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.

     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.




                                      F-7


     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 was 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.

     In regard to the Restructuring and Settlement Agreement, the Company
recorded $353,353 as Minority Interest in the accompanying 2001 consolidated
balance sheet 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.  Also, because of this transaction, AAGC ceased
to qualify to be included as part of the Company's consolidated reporting
entity for income tax purposes.  As a result, beginning June 1, 2001, AAGC
became subject to income taxes on a stand-alone basis.

     Revenues related to discontinued operations totaled $346,033 in 2001.

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.




                                      F-8



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, for the years ended December
31, 2002 and 2001, the Company had net losses of $207,064 and $976,791,
respectively.  As of December 31, 2002, the Company had positive a working
capital deficit of $1,011,049 and a shareholders' equity deficiency of
$6,784,136.

     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.  However, in March 2003 (Note 11), the Company
reached a settlement with the general contractor and other entities
responsible for building the CGC wherein the Company received $880,000.  Part
of these settlement proceeds could be used to fund continuing operations.
Otherwise, management plans on seeking other sources of funding, which may
include Company officers or directors or other related parties.  In addition,
management continues to analyze all operational and administrative costs of
the Company and has made and will continue to make the necessary cost
reductions as appropriate.

     Among its alternative courses of action, management of the Company may
seek out and pursue a business combination transaction with an existing
private business enterprise that might have a desire to take advantage of the
Company's status as a public corporation.  There is no assurance that the
Company will acquire a favorable business opportunity through a business
combination.  In addition, even if the Company becomes involved in such a
business opportunity, there is no assurance that it would generate revenues or
profits, or that the market price of the Company's common stock would be
increased thereby.

     The Callaway Golf Center has generated positive cash flow since 1998.
However, this positive cash flow is used to fund corporate overhead that is in
place in support of the CGC and public company operations.

     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.   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.




                                      F-9



2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

a.   STOCK BASED COMPENSATION

     The Company has elected to follow Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees (APB25) and related
Interpretations in accounting for its 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.

b.   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

c.   ADVERTISING

     The Company expenses advertising costs as incurred.  Advertising costs
charged to continuing operations amounted to $41,361 and $77,021 in 2002 and
2001, respectively.

d.   RECLASSIFICATIONS

     Certain items previously reported in specific financial statement
captions have been reclassified to conform to the 2002 presentation.

e.   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.

3.   LOSS PER SHARE

     Basic and diluted loss per share is computed by dividing reported net
loss from continuing operations, extraordinary items, 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
3,335,616 in 2002 and 3,150,000 in 2001.




                                      F-10


4.   RELATED PARTY TRANSACTIONS

     The Company has transactions and relationships with (a) The Company
Chairman's two wholly-owned golf retail stores in Las Vegas, Nevada (the
"Paradise Store" and "Rainbow Store") and, (b) 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, Rainbow 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.  Amounts allocated to these
related parties by the Company approximated $240,000 in 2002 and $260,000 in
2001.

     Prior to April 4, 2002, the Company had issued various unsecured notes
payable to the Company's Chairman and to the Paradise Store totaling
approximately $5,519,862 as of March 31, 2002.  This balance includes accrued
interest payable of $1,038,026.  Effective April 4, 2002, the Company entered
into a Forbearance Agreement with Vaso Boreta, the Company's Chairman, and
LVDGT Paradise, Inc. ("Lender"), a Nevada corporation owned by Vaso Boreta
that owns and operates the Paradise Store.  This Forbearance Agreement
extended the maturity dates of the notes payable to various dates beginning
December 1, 2002, and extending through year 2008.  The amounts due are shown
as notes payable to affiliate and interest payable to affiliate in the
accompanying consolidated balance sheets.  The notes bear interest at 10% per
annum and are secured by the assets of the Company.

     Aggregate maturities of these related party notes and the related accrued
interest payable for the five years subsequent to December 31, 2002 are as
follows:

Year ending:         Principal     Interest       Total
                    -----------   ----------   -----------
   2003             $   200,000   $   98,658   $   298,658
   2004                 400,000      189,887       589,887
   2005                 350,000      162,690       512,690
   2006                 220,000      135,651       355,651
   2007                 110,000       47,788       157,788
Thereafter            3,033,473      667,244     3,700,717
                    -----------   ----------   -----------
                    $ 4,313,473   $1,301,918   $ 5,615,391
                    ===========   ==========   ===========

     In February 2002, the Company repaid $76,306 in principal on the Notes.
As of December 31, 2002, because the Company did not have the resources to pay
the required note payment, the Lender forgave the note balance of $168,363 and
the related accrued interest payable of $71,069 for a total of $239,432.  The
Lender also agreed to not accelerate the maturities of the remaining notes due
to this default although he reserved that right, as provided in the
Forbearance Agreement, in the event of future defaults under the terms of the
Forbearance Agreement.

     Interest payments on the Notes have been deferred since inception.  The
Chairman has agreed to continue deferring future monthly interest as it
accrues until such time as the Company has adequate capital resources to pay
such amounts.


                                      F-11


5.   LEASEHOLD IMPROVEMENTS AND EQUIPMENT

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

                                               2002           2001
                                           -----------    ----------

     Building                              $   252,866    $  252,866
     Land Improvements                         338,637       338,637
     Furniture and equipment                   258,490       193,267
     Signs                                       7,691         7,691
     Leasehold improvements                    324,414       321,414

     Equipment under capital leases               -           62,648
     Other                                      13,789        13,789
                                           -----------    ----------
                                             1,195,887     1,190,312

     Less accumulated depreciation
       and amortization                       (394,374)     (308,527)
                                           -----------    ----------
                                           $   801,513    $  881,785
                                           ===========    ==========

6.  LONG-TERM DEBT

     The Company has outstanding a promissory note payable to Active Media
Services ("Active") in the original amount of $1 million due in quarterly
installments of $25,000 through September 2008 without interest.  This note
has been discounted to reflect its present value.

     Because of cash flow constraints, the Company negotiated an agreement
with Active to restructure its payments due under the Note.  Certain amounts
due under the Note in 2002 have been deferred into 2003.  As noted above, the
normal quarterly payments are $25,000.  In 2003, the amount due for each
quarterly payment is $36,667.  After 2003, the quarterly installments return
to the $25,000 payment.

     Aggregate maturities of long-term debt for the five years subsequent to
December 31, 2002, are as follows:

     Year ending:
        2003                     $106,917
        2004                       66,210
        2005                       72,760
        2006                       79,957
        2007                       87,801
     Thereafter                    71,624
                                 --------
     Balance, net of
     unamortized discount of
     $136,398                    $485,269
                                 ========



                                      F-12


7.  LEASES

     The land underlying the Callaway Golf Center is leased to AAGC.  The
lease expires in 2012 and has two five-year renewal options.  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 was not able to pay its November and December 2002 land lease
payments due to cash constraints brought on primarily from legal costs
associated with the Company's lawsuit as plaintiff against the general
contractor that built the CGC.  This lawsuit was settled with the general
contractor in March 2003 (Note 11); part of the proceeds of this settlement
will be used to pay this past due rent obligation.

     The Company is obligated under various other non-cancelable operating
leases for equipment that expire at various dates over the next ten years.
Total rent expense for operating leases was $437,674 for 2002 and $439,830 for
2001.

     At December 31, 2002, minimum future lease payments under non-cancelable
operating leases of continuing operations are as follows:

              Year ending:

                 2003              $  485,606
                 2004                 478,133
                 2005                 469,738
                 2006                 444,361
                 2007                 448,827
               Thereafter           2,287,923
                                   ----------
                  Total            $4,614,587
                                   ==========

8.  INCOME TAXES

     The components of the deferred tax asset (liability) consisted of the
following at December 31:
                                              2002           2001
                                           -----------    -----------
Deferred Tax Liabilities:
  Temporary differences related to:
     Property and Equipment                $  (185,333)   $  (150,833)
     Minority interest                         (87,209)       (87,209)

Deferred Tax Assets:
     Net operating loss carryforward         5,817,741      5,812,039
     Related party interest                    449,961        318,804
     Deferred Income                            28,019         60,836
     Other                                      39,211         39,721
                                           -----------    -----------
Net Deferred Tax Asset Before
  Valuation Allowance                        6,062,390      5,993,358
Valuation allowance                         (6,062,390)    (5,993,358)
                                           -----------    -----------
Net Deferred Tax asset                     $      -       $      -
                                           ===========    ===========


                                      F-13


     As of December 31, 2001, the Company has available for income tax
purposes approximately $17.2 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 against the net deferred tax asset
since it appears more likely than not that it will not be realized.

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

9.   CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES

     a.  STOCK OPTION PLANS

     1994 Plan.  The Company's Board of Directors adopted an incentive stock
option plan (the "1994 Plan") on August 8, 1994; total shares of the Company's
common stock eligible for grant are 700,000.

     In April 1996, 325,000 options were granted to the Company's President at
an exercise price of $3.06, the fair market value on the grant date.  These
options expired unexercised in April 2001.  Because of this expiration,
325,000 new options were granted to the Company's President 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 1998, the Board of Directors and 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.  In 1998, the landlord of the property underlying
the CGC 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.

                                      F-14


     Pro forma information regarding net income (loss) and earnings (loss) per
share has been determined as if the Company had accounted for its employee
stock options under the fair value method of Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation.  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 2002: 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 2.26; and a
weighted-average expected life of 3.43 years.  The assumptions for 2001 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 2.55; and a
weighted average expected life of 4.43 years.

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



                                        YEARS ENDED DECEMBER 31,
                                          2002           2001
                                      ------------    ------------
Net loss
    As reported                       $  (207,064)    $  (976,791)
    Pro forma                            (207,064)       (976,791)
Basic and diluted net loss per share
    As reported                             (0.06)          (0.31)
    Pro forma                               (0.06)          (0.31)

     A summary of changes in the status of the Company's outstanding stock
options for the years ended December 31, 2002 and 2001 is presented below:
<TABLE>
<CAPTION>

                                                 2002                  2001
                                        ---------------------- ----------------------
                                                     Weighted               Weighted
                                                     Average                Average
                                                     Exercise               Exercise
                                         Shares      Price      Shares      Price
                                        ---------------------- ----------------------
<S>                                     <C>          <C>       <C>          <C>
Beginning of year                       500,000      $0.78      781,000     $2.85
  Granted                                  -           -        325,000      .06
  Exercised                                -           -           -          -
  Forfeited                                -           -       (250,000)     3.06
  Expired                                  -           -       (356,000)     3.06
                                        ---------------------- ----------------------
End of year                             500,000      $0.78      500,000      $0.78
                                        ====================== ======================
Exercisable at end of year              475,000      $0.61      465,000      $0.54
                                        ====================== ======================
Weighted average fair value
 of options granted                                  $0.02                   $0.06
                                        ====================== ======================
</TABLE>

                                      F-15


The following table summarizes information about stock options outstanding at
December 31, 2002:

                         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      3.43          $0.78    475,000      $0.61
                   ==================================  =====================

10.  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 for 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.

     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.
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.

11.  SUBSEQUENT EVENT

     In March 2003, the Company settled its lawsuit with the general
contractor and all other entities except one responsible for the original
construction of the CGC.  The lawsuit related to construction defects
primarily along the driving range "tee line".  The amount of the settlement
was $880,000 received in cash by the Company.  The Company continued its
lawsuit against the one remaining contractor that did not settle along with
the general contractor and the Company was awarded a court judgment against
said contractor in the amount of $660,000.  The defendant contractor is
opposing the judgment and is expected to appeal.


                                      F-16


                                  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 28, 2003               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 28, 2003
Vaso Boreta                   and Director



/s/ Ronald S. Boreta          President (Chief             March 28, 2003
Ronald S. Boreta              Executive Officer),
                              Treasurer and Director


/s/ Kirk Hartle               Chief Financial Officer      March 28, 2003
Kirk Hartle



/s/ Robert S. Rosburg         Director                     March 28, 2003
Robert S. Rosburg


/s/ William Kilmer            Director                     March 28, 2003
William Kilmer


                               CERTIFICATIONS

     I, Ronald S. Boreta, Chief Executive Officer, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of All-American
SportPark, Inc.;

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


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

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

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

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

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

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

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

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

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

Date:  March 28, 2003

/s/ Ronald S. Boreta
Ronald S. Boreta
Chief Executive Officer
(Principal Executive Officer)


     I, Kirk Hartle, Chief Financial Officer, certify that:

     1.   I have reviewed this annual report on Form 10-KSB of All-American
SportPark, Inc.;

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

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

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

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

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

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

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

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

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

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

Date:  March 28, 2003

/s/ Kirk Hartle
Kirk Hartle
Chief Financial Officer
(Principal Financial Officer)


                  CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
                          CHIEF FINANCIAL OFFICER OF
                         ALL-AMERICAN SPORTPARK, INC.
                      PURSUANT TO 18 U.S.C. SECTION 1350

     We certify that, to the best of our knowledge and belief, the Annual
Report on Form 10-KSB of All-American SportPark, Inc. for the year ended
December 31, 2002:

     1)  Complies with the requirements of Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934; and

     2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of
All-American SportPark, Inc.


/s/ Ronald S. Boreta                    /s/ Kirk Hartle
Ronald S. Boreta                        Kirk Hartle
Chief Executive Officer                 Chief Financial Officer
March 28, 2003                          March 28, 2003



</TEXT>
</DOCUMENT>
