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                               KRYS BOYLE, P.C.
                               Attorneys at Law
Telephone                   Suite 2700 South Tower                 Facsimile
(303) 893-2300              600 Seventeenth Street            (303) 893-2882
                          Denver, Colorado 80202-5427


                                 August 1, 2005


H. Christopher Owings, Assistant Director
United States Securities and Exchange Commission
100 F Street, N.E., Mail Stop 3561
Washington, D.C.  20549

   Re:  All-American SportPark, Inc.
        Form 10-KSB for the Fiscal Year Ended December 31, 2004
        Filed March 31, 2005
        Form 10-QSB for the Quarter Ended March 31, 2005
        Filed May 16, 2005
        File No. 0-24970

Dear Mr. Owings:

     This letter will serve as a response and/or explanation with respect to
the comments in your letter dated July 11, 2005 (the "Comment Letter")
regarding All-American SportPark, Inc.  The entire text of the comments
contained in your comment letter has been reproduced in this letter for ease
of reference.  A response to each comment is set forth immediately below the
text of the comment.

Form 10-KSB for the Fiscal Year Ended December 31, 2004
-------------------------------------------------------

Item 1.  Description of Business
--------------------------------

Marketing, page 6
-----------------

1.  In the last paragraph under this caption, you refer to "a number of large
existing and potential markets."  Please explain.  Also explain the "concepts"
you refer to in the second sentence.

     The discussion about potential markets will be revised to
     make it clear that the concept being referred to is the Callaway
     Golf Center concept. We plan to revise the paragraph to read
     as follows:

     "The Company's marketing efforts toward establishing additional
     CGC-type locations have been directed towards a number of large
     existing and potential markets for which there can be no assurance
     of financial success.  Further, to expand the concept for CGC-type
     facilities beyond the Las Vegas location could require considerably
     more financial and human resources than presently exists at the
     Company."






Page 2


Competition, page 6
-------------------

2.  Please describe in further detail your competition.  For example, discuss
whether there are any other facilities similar to yours.  State whether the
hotels have their own courses or arrangements with country clubs to use their
facilities, etc.

     The discussion about competition will be revised to include the
     information requested.  We plan to add a third paragraph under
     "Competition" as follows:

     "The Company's competition includes other golf facilities within
     the Las Vegas area that provide a golf course and driving range
     combination and/or a night lighted golf course.  Management
     believes that the CGC is able to compete because it is unique
     in providing a branded partnership with Callaway Golf Company
     and giving the Las Vegas Community one of the largest golf
     training facilities in the western United States.  In addition,
     several Las Vegas hotel/casinos own their own golf courses that
     cater to high-roller/VIP tourists.  The CGC is able to compete
     against these facilities because it offers a competitively
     priced golf facility with close proximity to the "Las Vegas
     Strip" properties where a non-high-roller/VIP tourist can come
     to enjoy a Las Vegas golf experience."

Item 2.  Description of Property, page 7
----------------------------------------

3.  We note that your property is in good condition both structurally and in
appearance.  This appears to be inconsistent with your disclosure under Item
3. Legal Proceedings.  Please advise or revise.

     Please be advised that the Company's property is in good condition
     both structurally and in appearance.  The construction defects
     discussed in Legal Proceedings were "tee-line" related issues
     of adjoining concrete sidewalk and walkways that had shifted
     and some minor building structural damage.  The building defects
     were corrected and the building is now in good condition.  Temporary
     repairs have been made to the "tee-line" and permanent correction
     of the defects will be made upon settlement of the lawsuit.

Item 5.  Market for Common Equity and Related Stockholder Matters, page 8
-------------------------------------------------------------------------

4.  We note you have provided over-the-counter market quotations.  Also state
that the quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent the actual transactions.  See
Item 201(d) of Regulation S-B.

     The requested disclosure will be added.  We intend to revise
     the first paragraph of this section to read as follows:







Page 3


     "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.  The quotations reflect inter-dealer
     prices, without retail mark-up, markdown or commission and
     may not represent actual transactions."

Item 6.  Management's Discussion and Analysis of Financial Condition and
------------------------------------------------------------------------
Results of Operations, page 8
-----------------------------

Critical Accounting Policies and Estimates, page 8
--------------------------------------------------

5.  We note your disclosure that you "do not employ any accounting policies
and estimates that...or require the exercise of significant judgment to
apply."  You disclose in Note 2 several accounting policies, such as those
related to stock-based compensation and income taxes, that could have a
material impact on your financial statements.  Please revise your disclosures
to include a discussion of critical accounting policies and estimates.

     SEC Release No. 33-8040, "Cautionary Advice Regarding Disclosure
     about Critical Accounting Policies", states that critical
     accounting policies required to be disclosed are those that,
     "require management's most difficult, subjective or complex
     judgments".  In addition, these policies need to have a reasonable
     possibility of having a material effect on the financial statements.

     Our accounting policy for income taxes, specifically the application
     of a 100% valuation allowance, is based on our Company's history
     of losses. Furthermore, in our opinion this policy is not selected
     from among any available alternatives and, therefore, does not
     require any difficult, subjective or complex judgments in its
     application.

     In addition we believe our policy for stock based compensation,
     which is based on the judgment that a change to FAS 123 (or FAS
     123R prior to its effective date) would not be worthwhile, which
     judgment was neither difficult, subjective nor complex since, as
     is evident in the financial statement disclosures made with regard
     to stock based compensation, such a change clearly could not have
     a material effect on our financial statements.

     Therefore, based on our understanding of what constitutes a critical
     accounting policy, we believe that the disclosure as stated in our
     10-KSB is correct, appropriate and adequate as made.

Overview, page 9
----------------

6.  Please explain the significance of being named the Number 2 golf practice
facility in the United States.  Identify who named you, state whether they are
an independent party and briefly describe the criteria used in the ranking.




Page 4

     The Callaway Golf Center was ranked the Number 2 Golf Practice
     Facility in the United States by the "Golf Range and Recreation
     Report Magazine" in their January/February 1998 issue.  The Company
     is not related in any way to this magazine.  The magazine ranked
     facilities nationally on specific criteria, including layout and
     design, customer service, number of rounds played, golf shop
     and financial information. Because the ranking is over seven
     years old and we are not aware of a more current ranking, we intend
     to delete the reference to being named the Number 2 golf facility.

7.  We note that Sportservice pays rent based on a percentage of gross sales.
Please quantify.

     The rent and other costs paid by Sportservice will be quantified,
     as requested.  We intend to add the following paragraphs and table
     to the overview section:

     "SportService operated the Bistro 10 restaurant and paid rent
     based on a percentage of their gross revenue by category (6% of
     restaurant sales, 12% of catering and beverage cart, and 4% of the
     combined total gross sales for common area maintenance (CAM)
     charges). As of June 1, 2005, SportService discontinued its
     operation of the Bistro 10 restaurant.

     Rent paid by SportService in 2004 is summarized as follows:

             Restaurant sales                    $ 15,144
             Catering                                 465
             Beverage Cart                          7,173
             CAM                                   12,637
                                                 --------
             Total                               $ 35,419
                                                 ========  "

Results of Operations - Year Ended December 31, 2004 Versus Year Ended
----------------------------------------------------------------------
December 31, 2003, page 9
-------------------------

8.  Please note that Item 303(b)(1) of Regulation S-B requires, as applicable,
a discussion of any known trends, events, or uncertainties that are reasonably
likely to have a material effect on your net sales or revenues, income from
continuing operations, profitability, liquidity or capital resources, or that
would otherwise cause reported financial information not necessarily to be
indicative of future operating results or financial condition.  For example,
are there any trends that you anticipate will impact your revenues and do you
expect your revenues to increase, decrease or stay the same?  Please revise
accordingly.  For additional guidance, please refer to SEC Releases 33-6835,
33-8056, and 33-8350.  We note your reference to a trend in the third
paragraph on page 10 and have commented below.

     We intend to add the following paragraphs to the Overview section:








Page 5

     "The National Golf Foundation (NGF) stated in a press release
     dated February 5, 2005, that, "the National Golf Course Owners
     Association had reported that 2004 finished up nationally
     compared to a decline in the previous two years."  NGF also
     stated that, "private clubs were flat while public courses
     saw the increases."  Additionally, the Las Vegas Convention
     Center and Visitors Authority (LVCVA) announced on February 10,
     2005, that the number of 2004 visitors broke all previous records
     by more than 2 million.  Furthermore, the LVCVA projected that
     visitor growth will be significant through 2009.  Given this
     information, expectations for both public golf courses and Las
     Vegas tourism are increasing.

     We expect that Calloway Golf Center (CGC) revenues will remain
     flat or increase slightly in 2005.  The CGC has an ideal location
     at the end of the "Las Vegas Strip" and near the international
     airport; however, much of the land immediately adjacent to the
     CGC has not yet been developed. In 2005, significant commercial,
     industrial and residential development, along with an expansion
     of the international airport, is planned.  As a result of this
     planned development, in 2006 the Company expects the CGC name
     recognition to increase significantly and revenues to be impacted
     favorably."

Cost of Revenues, page 9
------------------------

     9.  It appears that your cost of doing business is increasing as your
revenues are decreasing.  You disclose that the increase in the cost of
revenues line item of more than $157,000, or more than 45%, was due to the
salary of two golf pros that was outsourced to Giant Golf in 2003.  Please
explain clearly how outsourcing these costs in 2003 would support your
statement that you incurred no costs in 2003.  Generally, when a business
outsources a task or function, certain costs would still be incurred.  Explain
to us what you mean by outsourcing these payroll costs.  Tell us if you
received any benefit during 2003 from the services of these two golf pros
whose costs were outsourced to Giant Golf.  Explain to us your relationship
with Giant Golf and who owns these operations.  See Item 303(b)(1)(iv) of
Regulation S-B.  Please show us in your response what your revised disclosures
will look like.

     Giant Golf leased space from CGC and provided golf lessons to CGC's
     customers using golf professionals paid by Giant Golf and for
     which CGC did not have any obligation.  In 2004, Giant Golf ceased
     to be a lessee and as a result CGC hired two golf professionals,
     which increased CGC costs, to provide the golf lessons, for the
     Company's customers, previously provided by Giant Golf.  However,
     the lost lease revenues approximated the golf lesson revenues
     resulting in a negligible impact on revenues.

     We intend to revise the paragraph concerning cost of revenues to
     read as follows:








Page 6

     "COST OF REVENUES.  Costs of revenues increased by 45.57% in 2004
     to $505,555 compared to $347,301 in 2003.  The overall increase
     can be primarily attributed to increased driving range supply
     purchases and CGC providing golf lessons that had been previously
     provided through a contract with Giant Golf.  In 2004, CGC
     terminated the arrangement with Giant Golf and hired golf
     professionals to provide golf lessons resulting in a significant
     increase in direct payroll costs.  However, the lost lease
     revenues approximated the golf lesson revenues resulting in a
     negligible impact on revenues."

Liquidity and Capital Resources, page 10
----------------------------------------

10.  Please tell us how you accounted for the $187,553 received from the
Southern Nevada Water Authority and the amounts received in each period
presented.  Please also tell us and revise your disclosures to clarify why the
costs you incurred in construction are less than the amount received from the
water authority.  See Item 303(b)(1)(ii) of Regulation S-B.

     The costs incurred are less than the amounts received from the
     Southern Nevada Water Authority (SNWA) because the SNWA
     calculates the incentive paid for "xeriscape" conversion based
     on the square footage converted.  The actual cost incurred to
     complete the conversion does not factor into the incentive
     amount received.  CGC was able to complete the turf conversion
     for substantially less than the incentive received primarily
     due to already having a relationship with a landscape contractor.
     Because of this relationship, CGC was able to complete the
     conversion without incurring the typical markup an outside
     landscape contractor employed only to perform the turf conversion
     would normally charge for the conversion.

     We intend to revise the paragraph concerning the SNWA matter to
     read as follows:

     "The Southern Nevada Water Authority (SNWA) sponsors the Water
     Smart Landscapes Program (Program), which is intended to reduce the
     future water usage.  This Program is available to all business
     owners and provides a monetary incentive based on the square-footage
     of high water usage landscapes (primarily grass) converted to
     water conserving "xeriscape".  In 2004, CGC completed a two-phase
     "xeriscape" conversion project (consisting of approximately
     420,000 square feet) and received incentives of approximately
     $272,000 from the SNWA.  The cost to complete the "xeriscape"
     conversion, which totaled approximately $148,000, was substantially
     less than the incentive received from SNWA due to obtaining
     favorable contract terms with our existing landscape contractor.
     As a result of "xeriscape" conversion project, CGC expects an annual
     reduction in operating expenses of approximately $50,000."

11.  In the third paragraph, please quantify the payments of interest and
notes payable balances due to an affiliate that were deferred and identify the
affiliate.






Page 7

     In our 10-KSB for the year ended December 31, 2004, we stated
     "working capital needs have been helped by deferring payments of
     interest and notes payable balances due to an Affiliate.  Management
     believes that additional deferrals of such payments could be
     negotiated, if necessary".

     By way of clarifying the manner in which the terms "deferring and
     deferrals" were used. We were referring to the payment terms of
     the notes rather than in the accounting sense, that is, the timing
     of recognition of an expense.  Per the terms of the notes, interest
     is calculated and recorded monthly, but is not payable until a
     future date (i.e., interest payments are deferred).  For the note
     payable to Vaso Boreta and Las Vegas Golf and Tennis, Inc., this
     is an annual payment due on December 1 each year.  The Saint Andrews
     Golf Shop, Ltd. and the Boreta Enterprises Inc. note payments are
     due and payable only out of available cash flows (the underlying
     notes do not include specified maturity dates).

     The Company owes the following amounts to related parties:

                                     2004                      2003
                            Principal    Interest    Principal     Interest
                            ----------  ----------   ----------   ----------
   Vaso Boreta              $3,483,473  $1,572,128   $3,883,473   $1,223,780
   Las Vegas Golf and
     Tennis, Inc.              230,000     183,940      230,000      160,940
   Saint Andrews Golf
     Shop, Ltd.                546,561      25,161      100,000        1,096
   Boreta Enterprises Inc.     100,000       1,666        -0-          -0-
                            ----------  ----------   ----------   ----------
                            $4,360,034  $1,782,895   $4,213,473   $1,615,703
                            ==========  ==========   ==========   ==========

     We intend to revise the paragraph concerning the deferred interest
     to remove the confusing terms and to read as follows:

     "Working capital needs have been helped by favorable payment terms
     and conditions included in our notes payable to an Affiliate.
     Management believes that additional notes could be negotiated,
     if necessary, with similar payment terms and conditions."

12.  You do not appear to have discussed cash flows from operations,
investment, and financing activities.  Please revise.

     We intend to add the following paragraphs to the Liquidity and
     Capital Resources section in response to this comment:

     "In 2004, the Company received cash incentives from the Southern
     Nevada Water Authority (SNWA) of approximately $272,000, which
     is included in cash flows from operations.  The Company's cash
     flows from investing activities were comprised of cash expendi-
     tures of approximately $324,000 for capital asset additions, which
     were financed in part by the incentives received from SNWA and
     proceeds of loans from related parties of approximately $500,000,
     net of current year repayments, which constitutes substantially
     all of the Company's financing cash activities.




Page 8

     In 2003, the Company received approximately $880,000 from the
     settlement of a lawsuit, which was used primarily to fund current
     year operations and is included in cash flows from operating
     activities.  Capital asset additions were purchased for
     approximately $74,000 and the Company made payments on debt of
     approximately $160,000, net of current year proceeds received
     from related party loans, which constitutes substantially all
     of the Company's investing and financing activities."

13.  Please disclose the amount of interest expense that has been deferred for
all periods presented, and when you expect these amounts to become due and
payable.  See Item 303(b)(1)(i) of Regulation S-B.

     We intend to add a new paragraph to the "Liquidity and Capital
     Resources" section as follows in response to this comment:

     "Interest payable to affiliates was $1,782,895 and $1,615,703 as of
     December 31, 2004 and 2003, respectively.  This interest is payable
     as follows:

              2005                         $   232,690
              2006                             179,651
              2007                              69,788
              2008                           1,273,939
              2009                               -0-
              Thereafter                        26,827   "

14.  In the fourth paragraph, please describe the new marketing strategies you
began implementing in 2004.  Also, describe in further detail the "trend" you
are referring to.

     A discussion of the marketing strategies implemented in 2004
     will be added.  We intend to revise the fourth paragraph under
     Liquidity and Capital Resources to read as follows:

     "In 2004, the Company began implementing new marketing strategies
     that resulted in increased revenues during the year.  We have
     advertised in various magazines within the Southern California
     area and in the Southwest Airlines Magazine, which is available
     to all passengers on every Southwest Airlines flight.  We also
     started marketing the CGC as a family facility that has something
     for all ages and have constructed a pylon sign in front of the
     CGC, on the "Las Vegas Strip".  We believe that the expansion of
     our marketing and advertising strategies will continue to result
     in increased revenues."

15.  You disclose in your consolidated statement of operations gains on the
extinguishment of debt of $669,887 in 2004 and $316,991 in 2003 as well as an
amount in 2002.  Please tell us your basis in GAAP for recognizing these
gains.  Given the nature of the transaction, it appears that debt forgiveness
should have been characterized as a capital transaction.  See APB 26 note 1 to
paragraph 20.  You should provide disclosures related to the transactions in
the Management's Discussion and Analysis and discuss the impact on your
liquidity of these transactions for all periods presented.  See Item
303(b)(1)(v) of Regulation S-B.





Page 9

     Please see our response regarding the accounting treatment
     with respect to Comment No. 19, below.

     We intend to add the following disclosures to our MD&A regarding
     these transactions:

     "The effects of these extinguishments on the Company's current
     and future liquidity was, of course, to permanently eliminate the
     obligations for the related short-term cash outflows for the
     amounts of each forgiveness, thus enabling the Company to meet
     other obligations timely and continue its business operations
     without interruption at least for the short-term."

Item 7.  Financial Statements
-----------------------------

General
-------

16.  With respect to the related party golf businesses that are separate and
independently owned by your Chairman, your President and his brother, you may
have a controlling financial interest as defined in FIN 46 and FIN 46R in one
or more of these related entities which appear to provide you with the ability
to control and share a broad group of costs and expenses among these other
operations which also have common ownership and common control.  Please
provide us with the following:

     *  The names of each of the other businesses and a brief
        description of their operation;

     *  A summary by entity or business of the formal and informal
        contracts and agreements that you have with each listing the
        nature and type of service being provided;

     *  The results of your review and evaluation of your contracts
        and agreements with these related entities in connection with
        your adoption of and compliance with the requirements of FIN
        46 and FIN 46R to determine who is the primary beneficiary, as
        defined in FIN 46R;

     *  The total ownership percent shared between your Chairman, your
        President and his brother who is the other son of your Chairman;
        and

     *  The ownership interest, if any, that you have in each of the
        related businesses.

We may have further comment upon the review of your response.  Refer to FIN 46
and FIN 46R.

     The names of each of the other businesses and a brief description
     of their operation, is as follows:

        Las Vegas Golf and Tennis, Inc. - Owner:  Vaso Boreta
        Las Vegas Golf and Tennis Rainbow, Inc. - Owner:  Vaso Boreta
        Saint Andrews Golf Shop, Ltd. - Owner:  Ron and John Boreta
        Saint Andrews Forum Golf Shop, Ltd. - Owner:  Ron and John Boreta



Page 10

     All of the above are retail stores located in Las Vegas, Nevada
     and sell golf equipment and other golf related items.

        Boreta Enterprises, Inc. - Owner: Vaso, Ron and John Boreta
        Boreta Enterprises, Inc. provides executive personnel service.

     A summary by entity or business of the formal and informal contracts
     and agreements that you have with each listing the nature and type
     of service being provided is as follows:

        Contracts (formal and informal) are as follows:

          The Company shares administrative/accounting salaries
          and benefits, as discussed in No. 27 below, with Las
          Vegas Golf and Tennis, Inc., Las Vegas Golf and Tennis
          Rainbow, Inc., Saint Andrews Golf Shop, Ltd., and Saint
          Andrews Forum Golf Shop, Ltd.  In addition, Saint Andrews
          Golf Shop, Ltd. leases pro-shop space from the Company.
          The Company also has loans and interest payable to some
          of these entities as discussed in response to Comment
          No. 11 above.

     The results of our review and evaluation of our contracts and
     agreements with these related entities in connection with our
     adoption of and compliance with the requirements of FIN 46 and
     FIN 46R to determine who is the primary beneficiary, as defined
     in FIN 46R are as follows:

          Our review and evaluation of our relationship with these
          related entities resulted in our concluding that we are do
          not bear any of the risks/obligations of these entities and
          will not receive any rewards from these entities; and
          therefore, the Company is not required to consolidate them
          under FIN 46 or FIN 46R.

     The total ownership percent shared between our Chairman, our
     President and his brother who is the other son of your Chairman
     is as follows:

          Vaso Boreta, Chairman                0.1%
          Ron Boreta, President               26.2%
          John Boreta                         14.7%

     The above percentages include their individual indirect ownership
     through Boreta Enterprises, Inc.

     The ownership interest, if any, that the Company has in each of
     the related businesses is as follows:

          All-American Sportpark and its Subsidiary does not have
          an ownership interest in Las Vegas Golf and Tennis, Inc.,
          Las Vegas Golf and Tennis Rainbow, Inc., Saint Andrews Golf
          Shop, Ltd., Saint Andrews Forum Golf Shop, Ltd., or Boreta
          Enterprises, Inc.






Page 11

Consolidated Statements of Operations, page F-4
-----------------------------------------------

17.  Please tell us and revise your presentation of $1,978,385 of selling,
general and administrative expenses to separately disclose the amounts of each
cost and expense category that exceeds 20% of gross revenues.  You should
discuss in your Management's Discussion and Analysis the reasons for changes
between periods for each major cost category.  Refer to Item 310 and Item
303(b)(1)(vi) of Regulation S-B.

     Selling, general and administrative expenses for the years
     ended December 31, 2004 and 2003 were as follows:

                                     % of               % of
                            2004     Sales     2003     Sales    Change
                         ----------  -----  ----------  -----  ---------
  Salaries and benefits  $  267,649  12.3%  $  346,419  15.6%  $ (78,770)
  Land lease                406,031  18.7%     413,202  18.6%     (7,171)
  Utilities                 290,347  13.4%     235,511  10.6%     54,836
  Landscape maintenance     443,126  20.4%     437,321  19.7%      5,805
  Other (each < 5% of
    sales)                  571,232  26.3%     609,215  27.5%    (25,300)
                         ----------  -----  ----------  -----  ---------
                         $1,978,385         $2,041,668         $ (37,983)
                         ==========         ==========         =========

     We intend to revise the operating expense section of the statements
     of operations as follows:

     "Operating expenses:
       Selling, general and administrative:
        Land lease expense                       406,031       413,202
        Landscape maintenance                    443,126       437,321
        Other                                    861,579       844,726
                                               ---------     ---------
                                               1,978,385     2,041,668
       Depreciation and amortization              71,154        67,903
                                               ---------     ---------
         Total operating expenses              2,049,539     2,109,571  "

     We intend to revise the paragraph concerning selling, general and
     administrative expenses to read as follows:

     "SELLING, GENERAL AND ADMINISTRATIVE ("SG&A"). SG&A expenses
     consist principally of land lease, landscape maintenance, payroll,
     professional fees and other corporate costs.  These expenses
     decreased by 3.1% to $1,978,385 in 2004 from $2,041,668 in 2003.
     Salaries and wages decreased primarily due to decreased accounting
     personnel costs (approximately $75,000) as a result of our CFO
     leaving and our employing a controller.  The increase in utilities,
     approximately $55,000, resulted from increased water and electric
     rates, not increased consumption thereof.  The decrease in other
     expenses is mainly due to incurring higher legal expenses, in
     2003 (see Item 3 Legal Proceedings). The decreased legal expenses
     were offset, in 2004, by an increase in uncollectible receivables
     largely due to the write-off of amounts due from SPEN (see Item 12)."




Page 12

18.  Please present interest expense and interest income in separate line
items or disclose for each period presented the amounts of each in a footnote
that reconciles to the interest expense, net line item.  Similarly, please
also revise your presentation of other income, net.

     Interest expense, net and other income, net for the years ended
     December 31, 2004 and 2003 were as follows:

                                     2004         2003
                                  ---------    ---------

     Interest income              $  16,157    $   7,148
     Interest expense              (499,949)    (478,043)
     Interest expense, net        ---------    ---------
                                  $(483,792)   $(470,895)
                                  =========    =========

                                     2004         2003
                                  ---------    ---------

     Other income                 $ 254,703    $ 880,000
     Other expense                   (1,154)        -0-
                                  ---------    ---------
     Other income, net            $ 253,549    $ 880,000
                                  =========    =========

     We intend to revise the other revenues (expense) section of the
     statements of operations as follows:

        "Interest income                     16,157       7,148
         Interest expense                  (499,949)   (478,043)
         Gain on extinguishment of debt     669,887     316,991
         Other income                       254,703     880,000
         Other expense                       (1,154)       --     "

19.  Your presentation indicates that you recognized gains of $669,887 in 2004
and $316,991 in 2003 on the extinguishment of debt.  Please explain to us the
nature of the debt and the fact and circumstances relating to each year that
gave rise to the extinguishment and the gains recognized in your financial
statements.  Please explain to us your basis in GAAP for your accounting
treatment that supports recognition of each gain.  If the amounts extinguished
were due from related parties like shareholders, please also explain why you
did not record a capital contribution for the amount of the debt.

     We have interpreted the two questions at the end of this comment
     as being the same question, expressed in two different ways.  We
     are responding accordingly.

     In deciding how to treat the series of extinguishments referenced
     in the comment, management considered the language cited above in
     Comment no. 15 (APB 26, footnote 1 to paragraph 20), which was,
     in fact, the only on-point language in "category (a) GAAP"
     identified by us at the time.  The cited language, which reads,
     "extinguishment transactions between related entities MAY BE
     in essence capital transactions" (emphasis added) appeared
     nonprescriptive but rather quite permissive and requiring the




Page 13

     exercise of judgment.  Although the cited language clearly
     implied that alternative approaches were permissible, no guidance
     could be found describing any circumstances when alternative
     accounting for such transactions might be appropriate.

     It was reasoned that accounting for these and similar transactions
     as capital contributions was appropriate in many cases involving
     principal or even merely major shareholders because the contributing
     shareholder receives, indirectly, the principal or an otherwise
     significant economic benefit from strengthening the entity's
     financial position.  In this case, however, the contributing
     officer/shareholder, held only a de minimus (less than 1%)
     interest in the Company, and only other shareholders received any
     significant indirect economic benefit from the transactions.
     Accordingly, we believed that was best portrayed through the
     statement of operations as if the forgiveness had come from an
     unrelated party.

     In preparing this response, we did further analysis and research
     and determined that in Topic 7B5 of the codification of its SABs,
     the SEC staff stated its position paraphrasing (and citing) APB 26,
     footnote 1 to paragraph 20 more forcefully as follows: "Forgiveness
     of debt by a related party TYPICALLY SHOULD BE considered a capital
     transaction" (emphasis added).  While the use of the word "typically"
     also seems to be intended to leave room for exceptions (for if not so
     intended, might have been omitted), this language appears to express a
     stronger preference for capital treatment than the original
     authoritative language cited in its support.  Once again, however,
     no guidance was found indicating under what circumstances an
     exception might be appropriate.

     Accordingly, although we continue to believe the accounting used was
     appropriate due to the de minimus interest of the creditor in the
     Company. If requested by the staff of the Commission, we would
     agree to restate our prior financial statements treating these
     transactions as capital contributions and to treat similar future
     transactions the same way, subject to any future relevant changes
     in GAAP that might arise.

Notes to Consolidated Financial Statements
------------------------------------------

Note 1.  Organizational Structure and Basis of Presentation, page F-7
---------------------------------------------------------------------

General
-------

20.  We note that you do not present any disclosures relating to segment
reporting.  Please explain to us and disclose your compliance with the
provisions of SFAS 131 and the identity of your operating and reportable
segments.  Please tell us the separate revenues from the two lease tenant
operations and the operating results, including gross margins, of your retail
golf operations such as the revenues from the use of the driving range and
golf course for all periods presented.  Explain to us why you believe the
operations relating to these business activities do not represent separate
operating and reportable segments as defined by paragraphs ten through 17 of
SFAS 131.  Please also note the enterprise-wide disclosures of SFAS 131 and
tell us how you complied with these requirements.

Page 14

     Revenues are earned from the leasing of space in our clubhouse to
     entities that provide complementary services to our CGC operation.
     The restaurant and bar lease revenues totaled $35,419 and $30,805,
     and the golf pro-shop lease revenues totaled $157,248 and $172,983,
     in 2004 and 2003, respectively.  We did not incur any expenses as a
     result of these leases.  The operating results of the services
     provided through these leases are not reviewed and our resources
     are not used in, or allocated to, the performance of these services.
     Therefore, we believe that the revenues generated from these leases
     constitute incidental revenues as discussed in FASB 131, paragraph
     11, and are not reportable segments.

     While we do track revenues separately for the golf course and the
     driving range, we do not track the associated expenses separately.
     The golf course green fee revenues totaled $769,613 and $782,018,
     and driving range ball revenues totaled $758,527 and $724,490, in
     2004 and 2003, respectively.  Expenses are not tracked separately
     because the majority of our expenses are personnel related (e.g.,
     payroll and benefits).  Our employees do not work exclusively on
     the golf course or the driving range and it is impractical for us
     to allocate these expenses as the amount of time an employee
     expends in any one area cannot be accurately determined.
     Furthermore, the CGC operating results are evaluated as and
     considered to be one business activity by management.  Therefore,
     we do not believe that the golf course and driving range separately
     meet the definition of operating segments as defined in FASB 131,
     paragraph 10, and are not reportable segments.

     Although we believe that we have made adequate disclosures
     regarding the entity-wide requirements of FASB 131, the disclosures
     are not in any one location.  Therefore, we intend to add the
     following sentence to the third paragraph of Note 1. b.:

        "Because our business activities are not structured on the
        basis of different services provided, the above activities
        are reviewed, evaluated and reported as single reportable
        segment.  Therefore, revenues, from external customers, are
        not presented for each service provided.  The Company is based
        in and operates solely in Las Vegas, Nevada, and does not
        receive revenues from other geographic areas.  No one customer
        of the Company comprises more than 10% of the Company's revenues."

a.  Principles of Consolidation, page F-7
-----------------------------------------

21.  Please tell us who owns Urban Land of Nevada, Inc., which owns the
remaining 35% of All-American Golf Center, Inc., and their relationship with
your company.  Explain to us the types and amounts of transactions you have
with them.

     Urban Land of Nevada, Inc. (Urban Land) is owned and operated
     by Theodore Lee.  Urban Land owns the land on which the Callaway
     Golf Center is located.  Our sole contract with Urban Land is the
     CGC land lease.  We currently pay monthly rent of $33,173 under
     the terms of this lease.





Page 15

Note 2.  Summary of Significant Accounting Policies, page F-8
-------------------------------------------------------------

     22.  Please tell us, separately identify and disclose the source of your
revenues, including each different type of transaction that you enter into
such as sponsorship revenues and golf club green fees and membership dues, as
well as any revenues from leasing operations.  Include for each different type
a description of what it is, if not obvious to investors, and your revenue
recognition accounting policy for each along with how it complies with the
requirements of SAB Topic 13:A.  Please show us in your response what your
revised disclosures will look like.

     The following is a break-down of our revenues:

                                            2004        2003
                                         ----------  ----------
     Golf related revenues:
     ---------------------
       Golf course green fees            $  769,613  $  782,018
       Driving range balls                  758,527     724,490
       Golf cart and club rentals           242,990     241,764
       Golf lessons                         120,770        --
       Other revenues                        39,090      57,263

     Lease revenues:
     --------------
       Golf pro-shop                        157,248     172,983
       Restaurant and bar                    35,418      30,805
       Other                                 25,239      84,071

     Other:
     -----
       Pepsi sponsorship                      7,757      86,648
       ATM machine fee                          150       1,050
       Other                                 12,000      37,525
                                         ----------  ----------
                                         $2,168,802  $2,218,617
                                         ==========  ==========

     We plan to add the following paragraph to Note 2 in response
     to this comment:

        " d. REVENUES

        Lease and sponsorship revenues tenants are recognized when
        earned.  Substantially all other revenues including golf
        course green fees, driving range ball rentals and golf
        cart rentals, are recognized when received as they are
        payments for services provided on the same day."

23.  Please disclose in a footnote the types of amounts included in the cost
of revenues and the general and administrative expense line items.

     We plan to add the following paragraphs to Note 2:






Page 16

        " e.   COST OF REVENUES

        Cost of revenues is primarily comprised of golf course and
        driving range employee payroll and benefits, operating supplies
        (e.g., driving range golf balls and golf course score-cards, etc.),
     and credit card/check processing fees.

        f. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES

        Selling, general and administrative expenses consist principally
        of management, accounting and other administrative employee
        payroll and benefits, land lease expense, utilities, landscape
        maintenance costs, and other expenses (e.g., office supplies,
        marketing/advertising expenses, and professional fees, etc.)."

24.  Please tell us and disclose your accounting policy for recognizing and
measuring the existence of impairments of a long-lived asset.  Refer to SFAS
144.

     We plan to add the following paragraph to Note 2 in response to
     this comment:

        " g. IMPAIRMENT OF LONG-LIVED ASSETS

        Long-lived assets, including property and equipment, are reviewed
        for impairment whenever events or changes in circumstances
        indicate that the carrying amount of the long-lived asset may not
        be recoverable.  Long-lived assets held for use are reviewed for
        impairment by comparing the carrying amount of the long-lived
        asset or group of assets to the undiscounted future cash flows
        expected to be generated by such asset over its remaining useful
        life.  If the long-lived asset or group of assets is considered
        to be impaired, an impairment charge is recognized for the amount
        by which the carrying amount of the asset or group of assets
        exceeds its fair value.  Long-lived assets to be disposed of are
        reported at the lower of the carrying amount or fair value less
        cost to sell.  Long-lived assets were evaluated for possible
        impairment and determined not to be impaired as of December 31,
        2004."

25.  We note that you have two tenants that operate retail businesses.  Please
tell us and clarify in your disclosures if you operate any type of retail
operations at your Callaway Golf Center.  If so, please tell us if you receive
credits and allowances from vendors in connection with the purchase and/or
promotion of the vendor products.  If so, please tell us and disclose the
specific nature and timing of the allowances and credits received from vendors
and other entities.  Please disclose your accounting policy for consideration
received from a vendor such as slotting fees, payments under buydown
agreements, co-operative advertising fees, and other consideration.  Disclose
the statement of operations line item in which each of these types of amounts
is included.  For any amounts netted against each expense line items other
than cost of revenues, also disclose the amounts netted for each period
presented.  Refer to EITF 02-16.







Page 17

     We do not have retail operations in that we do not sell goods
     (e.g., food and beverages, golf shirts, golf clubs, etc).  Our
     retail operations are comprised of selling the right to play golf
     or use our driving range.  We do not receive any credits or
     allowances from vendors.  Furthermore as we do not receive
     consideration from vendors, we do not have a policy for the receipt
     of items such as slotting fees, payments under buy down agreements,
     co-operative advertising fees, or other considerations, nor do we
     believe that we need to create and implement such a policy.  As a
     result, we do not intend to make any changes in response to this
     comment.

b.  Leasehold Improvements and Equipment, page F-9
--------------------------------------------------

26.  Please explain to us and expand your policy disclosures to clarify
whether you amortize additions made to leasehold improvements over the
remaining term of the original lease or if you also include the subsequent
five year renewal periods.

     We plan to revise the following paragraph in Note 2 in response
     to this comment:

        "  b.  LEASEHOLD IMPROVEMENTS AND EQUIPMENT

        Leasehold improvements and equipment (Note 5) are stated
        at cost.  Depreciation and amortization are provided for on a
        straight-line basis over the lesser of the remaining lease term
        (including the optional renewal periods) or the following
        estimated useful lives of the assets:"

Note 4.  Related Party Transactions, page F-9
---------------------------------------------

27.  Your disclosures state that you share and allocate based on relative
benefits received most all costs and expenses with four other retail golf
stores in Las Vegas that are separate and independently owned by your Chairman
and his two sons, one of which is also your President.  Please tell us and
revise your disclosures to clarify how you determined the basis used to
allocate these costs and expenses to each entity.  Please provide us your
basis of allocation by type of cost and expense and tell us the relative size
of each of the other four operations in relation to your operations.  Please
provide us for all periods presented the total costs and expenses shared, by
fiscal year and type of cost and expense, and the amount of each type that was
allocated between you and each of the other four entities.  Please show us in
your response what your revised disclosures will look like.

     In 2004 and 2003, the only costs that were allocated were the
     salaries and benefits of administrative/accounting personnel.
     In the past other types of expenditures had been allocated.
     The salary and benefit allocations are based on an annual
     review the time expended by administrative/accounting personnel
     for each entity.  The size of each entity in comparison to our
     company is difficult to quantify, as several of the related
     entities have their own administration/accounting personnel and
     we only provide technical support for them.  Therefore, our
     allocations are not based on relative size of each entity,
     rather they are based on the amount of time expended on each entity.


Page 18

     The salaries and benefits were allocated as follows:

                                   2004                   2003
                           ---------------------  ---------------------
                            Amount    Percentage   Amount    Percentage
                           allocated  allocated   allocated  allocated
                           ---------  ----------  ---------  ----------
All-American Sportpark,
 Inc. and Subsidiary       $ 176,385      66%     $ 268,754      70%
Las Vegas Golf and
 Tennis, Inc.                  7,266       3%        12,816       3%
Las Vegas Golf and Tennis
 Rainbow, Inc.                19,200       7%        19,200       5%
Saint Andrews Golf Shop,
 Ltd.                          9,600       4%         9,600       2%
Saint Andrews Forum Golf
 Shop, Ltd.                    9,600       4%         9,600       2%
Sports Entertainment
 Enterprises, Inc.            46,653      16%        64,851      18%
                           ---------     ----     ---------     ----
                           $ 268,704     100%     $ 384,821     100%
                           =========     ====     =========     ====

     We intend to revise the paragraph concerning expense allocations
     to read as follows:

     "The Company provides administrative/accounting support for (a) The
     Company Chairman's two wholly-owned golf retail stores in Las
     Vegas, Nevada, (the "Paradise Store" and "Rainbow Store"), (b)
     two golf retail stores, both named Saint Andrews Golf Shop ("SAGS"),
     owned by the Company's President and his brother, and Sports
     Entertainment Enterprises, Inc. until February 2005.   Administra-
     tive/accounting payroll and employee benefits are allocated based
     on an annual review the personnel time expended for each entity.
     Amounts allocated to these related parties by the Company approxi-
     mated $92,500 and $116,000 in 2004 and 2003, respectively."

28.  Please tell us and revise your disclosures to clarify the number of
separate outstanding notes payable to an entity owned by your Chairman as of
December 31, 2004.  Please disclose each note payable separately from the
accrued interest due, the principal amount of each note and the terms
including interest rate.  Explain to us why you disclose payments of
$3,037,446 in 2008.  Please summarize the notes disclosing the total
short-term and long-term portions that reconcile to the amounts presented in
your consolidated balance sheet.  Please show us in your response what your
revised disclosures will look like.

     The Company owes the following amounts to related parties:












Page 19

                        December 31, 2004
                      -----------------------                        Interest
Notes issued on:      Principal    Interest     Due and payable on     rate
---------------       ----------   ----------   ------------------   --------
April 23, 1998        $  200,000   $  133,779   December 1, 2005        10%
May 28, 1998             150,000       98,911   December 1, 2005        10%
June 12, 1998            100,000       65,499   December 1, 2006        10%
November 8, 2000       3,033,473    1,273,939   December 1, 2008        10%
                      ----------   ----------
Total payable to
 Vaso Boreta           3,483,473    1,572,128
                      ----------   ----------
June 5, 1998               5,000       39,557   December 1, 2006        10%
June 19, 1998             65,000       42,269   December 1, 2006        10%
July 13, 1998             50,000       32,326   December 1, 2006        10%
July 20, 1998             25,000       16,115   December 1, 2007        10%
September 1, 1998         35,000       22,158   December 1, 2007        10%
September 11, 1998        50,000       31,515   December 1, 2007        10%
                      ----------   ----------
Total payable to Las
 Vegas Golf and
 Tennis, Inc.            230,000      183,940
                      ----------   ----------
August 9, 2004           121,803        -0-            (1)               7%

October 26, 2004         424,758       25,151          (2)              10%
                      ----------   ----------
Total payable to
 Saint Andrews Golf
 Shop, Ltd.              546,561       25,161
                      ----------   ----------
November 17, 2004        100,000        1,666
                      ----------   ----------          (2)              10%
Total payable to
 Boreta Enterprises
 Inc.                    100,000        1,666
                      ----------   ----------
                      $4,360,034   $1,782,895
                      ==========   ==========

     (1)  Payable in monthly installments of $3,615, through February 5,
          2008.

     (2)  Principal and interest are due and payable only out of available
          cash flows.  The underlying notes do not include specified
          maturity dates.

     We intend to revise the paragraph concerning related party debt to
     read as follows:

     "The Company has various notes payable to the Company's Chairman
     and an entity owned by the Company's Chairman.  These notes are due
     in varying amounts on December 1 each year through year 2008.  The
     notes bear interest at 10% per annum and are secured by the assets
     of the Company.  The note payable and accrued interest payable





Page 20

     balances at December 31, 2004 were $3,713,473 and $1,756,068,
     respectively.  The note payable and accrued interest payable
     balances at December 31, 2003 were $4,113,473 and $1,614,607,
     respectively.

     These notes are payable as follows:

          2005            $   350,000    $   232,690
          2006                220,000        179,651
          2007                110,000         69,788
          2008              3,033,473      1,273,939
                          -----------    -----------
                          $ 3 713,473    $ 1 756,068
                          ===========    ===========    "

29.  Please tell us if your note agreements require you to maintain certain
debt covenants.  If so, please tell us what they are and disclose the most
significant covenants along with the repercussions for not maintaining them.
Please also disclose the existence of any cross-default provisions.  Tell us
and disclose whether you were in compliance with all of your debt covenants
during all periods presented.  In this regard, you disclose in the filing that
you are delinquent on certain interest payments related to your outstanding
debt.  Please tell us and disclose the amount of debt which has had delinquent
interest at any time and the dates and types of waivers received from your
Chairman and the terms and conditions of each waiver.  Disclose how the debt
and delinquent interest is now classified in your consolidated balance sheet
for all periods presented and your basis in GAAP for your financial statement
classification.  Explain to us if the interest delinquencies are related to
the debt that gave rise to the gain on early extinguishment of debt recognized
in fiscal 2004.  Please show us in your response what your revised disclosures
will look like.

     None of our notes payable have restrictive debt covenants.
     We are unable to locate the specific note in which you state
     that we disclosed in our filing that we were delinquent on
     certain interest payments.  At December 31, 2004, we were not
     delinquent on any of our debt payments.  The debt which was
     forgiven on December 1, 2004, was not due and payable until
     December 1, 2004; and therefore, was forgiven before it became
     delinquent.  As we are unable to locate the specific disclosure
     you refer to as needing revision, we are unable to provide you
     with a revised version of the disclosure.

Note 9.  Capital Stock, Stock Options, and Incentives, page F-12
----------------------------------------------------------------

General
-------

30.  Please disclose any unusual rights and privileges of your common stock or
shareholders such as the rights provided under the Stockholders Agreement
between you and Urban Land of Nevada, Inc., and any other unusual rights and
privileges relating to your common stock.  Refer to paragraphs 17 through 18
of SFAS 129.

     We plan to add the following paragraph to Note 9 to the financial
     statements:



Page 21

     "Urban Land of Nevada, Inc. (Urban Land) has a 35% ownership
     interest in the Company's subsidiary, All-American Golf Center,
     Inc. ("AAGC"), which owns and operates the Callaway Golf Center.
     In connection with the issuance of the 35% interest in AAGC to
     Urban Land, the Company and Urban Land entered into a Stockholders
     Agreement that provides certain restrictions and rights on the AAGC
     shares issued to Urban Land.  Urban Land 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 CGC land lease, so long as
     Urban Land holds at least a 25% interest in AAGC, Urban Land will
     have the right to select one director of AAGC.  As to matters other
     than the election of Directors, Urban Land has agreed to vote its
     shares of AAGC as designated by the Company.

     There are no unusual rights or privileges related to the ownership
     of the Company's common stock."

a.  Stock Option Plans, page F-12
---------------------------------

31.  You disclose an exercise price range where the highest price exceeds the
lowest by more than 150%.  Please revise your disclosures to segregate the
exercise prices into ranges that are meaningful, the number and timing of
additional shares that may be issued and the cash that may be received as a
result of option exercises.  Refer to the requirements of paragraph 48 of SFAS
123.

     We intend to revise the table concerning stock option price ranges
     to read as follows:

     "
                     Options Outstanding             Options Exercisable
           ------------------------------------   ----------------------
                         Remaining     Weighted                 Weighted
                         Contractual   Average                  Average
Exercise   Number        1 Life        Exercise   Number        Exercise
Price      Outstanding   (Years)       Price      Exercisable   Price
--------   -----------   -----------   --------   -----------   --------

$ 0.055      325,000        1.33                    325,000
$ 0.8125      50,000        0.25                     50,000
$ 4.00        75,000        4.00                     70,000
             -------                                -------
             450,000                    $ 0.80      445,000      $ 0.76
             =======                                =======  "

Note 10.  Commitments and Contingencies, page F-13
--------------------------------------------------

32.  You disclose in the second paragraph that you reached a favorable
settlement of $880,000 in a lawsuit in March 2003 with Bentar Development,
Inc., the general contractor, and other entities in connection with the
construction of the Callaway Golf Center.  However, we are unable to locate
where these funds are classified in your consolidated statement of cash flows
for year ended December 31, 2003, or any discussion of this amount in your
liquidity section of Management's Discussion and Analysis.  Please tell us
when you received the $880,000 and in what line item in your consolidated
statement of cash flows on page F-6 the settlement amount is reflected for
2003.

Page 22

     Since these funds were a cash inflow included in net income and
     not shown separately as a reconciling item, they are also included
     in net cash from operations.

     As discussed in response to Comment No. 12 above, we intend to
     add a discussion of this matter in the MD&A.

Signatures
----------

33.  Your document must also be signed by your controller or principal
accounting officer.  Any person who occupies more than one of the positions
specified in the Form 10-KSB must indicate each capacity in which he signs.

     The signature page will be revised to show that Ronald S. Boreta
     also serves as the Company's principal accounting officer.

Form 10-Q, for the quarter ended March 31, 2005
-----------------------------------------------

Item 2.  Management's Discussion and Analysis or Plan of Operations, page 7
---------------------------------------------------------------------------

Results of Operations - Three Months Ended March 31, 2005 as Compared to the
----------------------------------------------------------------------------
Three Months Ended March 31, 2004
---------------------------------

Selling, General and Administrative, page 7
-------------------------------------------

34.  You disclose a charge for bad debts of $24,764 for amounts due from SPEN,
or Sports Entertainment Enterprises, Inc., a related party whose sole
shareholder, Chairman, President and CEO at the time of the merger with CKX,
Inc. in February 2005 was your Chairman, Vaso Boreta.  Please tell us if your
Chairman or either of his sons has any ownership interest in CKX, Inc., the
company that merged with SPEN in February 2005.  Explain to us the value of
the 10,000 shares of common stock of SPEN and the method used to determine the
fair value of these shares.

     Neither Vaso Boreta, our Chairman, nor his sons had any interest
     in the company that was acquired by SPEN.  SPEN is now named CKX,
     Inc.  These persons were each a shareholder of SPEN; Vaso Boreta
     was President and a Director of SPEN; and Ronald Boreta was a
     Director of SPEN.  Each of these persons continues to hold a
     small percentage of the shares of the ongoing entity, together
     owning less than 5% of the outstanding shares.

     The 10,000 shares received in exchange for all amounts owed to the
     Company by SPEN were valued at the market price on the date of
     receipt and amounts receivable from SPEN in excess of the market
     value of the shares received were written-off.

                                     * * *






Page 23

     As appropriate, please amend your filings and respond to these comments
within 10 business days or tell us when you will provide us with a response.
You may wish to provide us with marked copies of the amendment to expedite our
review.  Please furnish a cover letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed
cover letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses to our
comments.

     We urge all persons who are responsible for the accuracy and adequacy of
the disclosure in the filings to be certain that the filings include all
information required under the Securities and Exchange Act of 1934 and that
they have provided all information investors require for an informed
investment decision.  Since the company and its management are in possession
of all facts relating to a company's disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

     In connection with responding to our comments, please provide, in
writing, a statement from the company acknowledging that:

     *  the company is responsible for the adequacy and accuracy of the
        disclosure in the filing;

     *  staff comments or changes to disclosure in response to staff
        comments do not foreclose the Commission from taking any action
        with respect to the filing; and

     *  the company may not assert staff comments as a defense in any
        proceeding initiated by the Commission or any person under the
        federal securities laws of the United States.

     Attached hereto is the written statement you have requested.

                               * * * * * * * *

      Please contact the undersigned if you have any questions or need any
additional information in connection with the above.


                                    Very truly yours,

                                    KRYS BOYLE, P.C.




                                    By: /s/ James P. Beck
                                       James P. Beck

cc: All-American SportPark, Inc.
    Piercy Bowler Taylor & Kern









                          ALL-AMERICAN SPORTPARK, INC.
                         6730 South Las Vegas Boulevard
                            Las Vegas, Nevada  89119



                                 August 1, 2005


United States Securities and
  Exchange Commission
Division of Corporation Finance
100 F Street, N.E., Mail Stop 3561
Washington, D.C.  20549


Ladies and Gentlemen:

     On behalf of All-American SportPark, Inc. (the "Company"), please be
advised that in connection with the Company's responses to the staff's
comments the Company acknowledges that:

     *  the Company is responsible for the adequacy and accuracy of the
        disclosures in the filing;

     *  staff comments or changes to disclosure in response to staff
        comments do not foreclose the Commission from taking any action
        with respect to the filing; and

     *  the Company may not assert staff comments as a defense in any
        proceeding initiated by the Commission or any person under the
        federal securities laws of the United States.


                                 ALL-AMERICAN SPORTPARK, INC.


                                 By: /s/ Ronald S. Boreta
                                    Ronald S. Boreta, President

</TEXT>
</DOCUMENT>
