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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001263279-06-000090.txt : 20060421
<SEC-HEADER>0001263279-06-000090.hdr.sgml : 20060421
<ACCEPTANCE-DATETIME>20060421145035
ACCESSION NUMBER:		0001263279-06-000090
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20060417
ITEM INFORMATION:		Changes in Registrant.s Certifying Accountant
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060421
DATE AS OF CHANGE:		20060421

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-24970
		FILM NUMBER:		06772331

	BUSINESS ADDRESS:	
		STREET 1:		6730 LAS VEGAS BOULEVARD
		STREET 2:		STE 4
		CITY:			LAS VEGAS
		STATE:			NV
		ZIP:			89119
		BUSINESS PHONE:		7027987777

	MAIL ADDRESS:	
		STREET 1:		5325 S VALLEY VIEW BLVD STE 4
		CITY:			LAS VEGAS
		STATE:			NV
		ZIP:			89118

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	SAINT ANDREWS GOLF CORP
		DATE OF NAME CHANGE:	19940916
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>aasp8k.txt
<DESCRIPTION>ALL-AMERICAN SPORTPARK 4-17-06 FORM 8-K
<TEXT>
                        SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C.

                                    FORM 8-K

                                 CURRENT REPORT


                      Pursuant to Section 13 of 15(d) of the
                         Securities Exchange Act of 1934


                                April 17, 2006
               ------------------------------------------------
               Date of Report (date of earliest event reported)


                             ALL-AMERICAN SPORTPARK, INC.
             ----------------------------------------------------
             Exact name of Registrant as Specified in its Charter


         Nevada                   0-024970                  88-0203976
- ---------------------------    ---------------   ---------------------------
State or Other Jurisdiction    Commission File   IRS Employer Identification
     of Incorporation              Number                  Number


         6730 South Las Vegas Boulevard, Las Vegas, NV  89119
         ----------------------------------------------------------
         Address of Principal Executive Offices, Including Zip Code


                                (702) 798-7777
             --------------------------------------------------
             Registrant's Telephone Number, Including Area Code


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act
    (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
    (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))














ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

     On April 17, 2006 Piercy Bowler Taylor and Kern ("PBTK") notified All-
American SportPark, Inc. (the "Company") that it will decline to stand for
reappointment as the Company's independent registered public accounting firm,
effective immediately.

     PBTK performed audits of the Company's consolidated financial statements
for the fiscal years ended December 31, 2005 and 2004. PBTK's reports did not
contain an adverse opinion or disclaimer of opinion.  However, PBTK's reports
did include an explanatory paragraph relating to the Company's ability to
continue as a going concern.

     During the fiscal years ended December 31, 2005 and 2004 and through
April 17, 2006, (i) there have been no disagreements with PBTK on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement(s), if not resolved to PBTK's
satisfaction, would have caused PBTK to make reference to the subject matter
of the disagreement(s) in connection with its reports for such year, and (ii)
there were no "reportable events" as such term is defined in Item
304(a)(1)(iv) of Regulation S-B.

     The Company has commenced a search for a new independent registered
public accountant. The Company does not currently have an audit committee, and
so the entire Board of Directors serves in that capacity. The Company will
file a Form 8-K as required by SEC rules upon engaging a new independent
registered public accounting firm.

     The Company provided PBTK with a copy of this Form 8-K prior to its
filing with the SEC and requested PBTK to furnish a letter addressed to the
SEC stating whether it agrees with the statements made above. Attached as
Exhibit 16.1 to this Report is a copy of PBTK's letter to the SEC, dated
April 21, 2006.

ITEM 9.01 EXHIBITS.

16   Letter of Piercy Bowler Taylor and Kern, dated April 21, 2006,
     addressed to the Securities and Exchange Commission.

                                  SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                       ALL-AMERICAN SPORTPARK, INC.


Date:  April 21, 2006                By: /s/ Ronald S. Boreta
                                         Ronald S. Boreta, President

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16
<SEQUENCE>2
<FILENAME>ex16.txt
<DESCRIPTION>EXHIBIT 16.1
<TEXT>
EXHIBIT 16.1



                         PIERCY BOWLER TAYLOR & KERN
             Certified Public Accountants - Business Advisors



April 21, 2006


U.S. Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C.  20549

Commissioners:

We have read the statements made under Item 4.01 by All-American SportPark,
Inc. (the "Company"), which we understand will be filed with the Commission
as part of the Company's current report regarding the recent change of the
Company's independent registered public accounting firm on Form 8-K dated
April 17, 2006.  We agree with the statements concerning our firm in such
Form 8-K and agree to the filing of the letter as Exhibit 16.1 to the Form
8-K.


PIERCY BOWLER TAYLOR & KERN


/s/ Piercy Bowler Taylor & Kern

Certified Public Accountants & Business Advisors
A Professional Corporation
Las Vegas, Nevada


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