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Organizational Structure And Basis Of Presentation

12 Months Ended

Dec. 31, 2016

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Organizational Structure And Basis Of Presentation

NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION

a. ORGANIZATION

On October 18, 2016, All-American Sportpark, LLC (“AASP” or the “Company”) completed the closing of the Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. As a result of the closing of the Transfer Agreement, the Company now has no or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The Company currently has no employees.

b. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of All-American SportPark, Inc. (“AASP”) included herein, presented in accoradance with United States generally accepted accounting principles and stated in US dollars, include the accounts of AASP and its 51% owned subsidiary, All-American Golf Center, Inc. (“AAGC”), collectively the “Company” through October 18, 2016. All significant intercompany accounts and transactions have been eliminated. The Company’s business operations consisting solely of the TaylorMade Golf Experience (“TMGE”) are included in AAGC.

On June 10, 2016, the Company entered into a Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. On October 18, 2016, the Company completed the closing of the Transfer Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John Boreta (the “Boretas”), and also issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for the cancellation of promissory notes held by the Boretas and accrued interest of $8,864,255.

In connection with the closing of the Transfer Agreement, AAGC assumed the obligation of the Company to pay Ronald Boreta for deferred salary of $342,500. In addition, AAGC cancelled $4,267,802 in advances previously made by it to the Company to fund its operations.

Also in connection with the closing of the Transfer Agreement, entities controlled by the Boretas cancelled $1,286,702 owed to them by the Company. In addition, the Company cancelled $24,523 of amounts due from entities controlled by the Boretas.

Also, as a result of the Transfer Agreement, on October 18, 2016, the Company derecognized the assets and liabilities of AAGC.

The sale and transfer of the Company’s 51% interest in AAGC to the controlling shareholders of the Company is a common control transaction and recorded at book value. Any difference between the proceeds received by the Company and the book value of assets and liabilities of AAGC, cancellation of promissory notes and accrued interest, assumption of deferred salary, cancellation of amounts due to and due from entities controlled by the Boretas is recognized as a capital transaction with no gain or loss recorded.

The assets and liabilities transferred and debts cancelled and assumed is summarized below:


		AASP				AAGC				Total
Accounts receivable		$	—			$	23,080			$	23,080
Prepaid expenses and other current			—				32,992				32,992
Property and equipment, net			—				443,775				443,775
Cash is excess of available funds			—				-34,405				-34,405
Accounts payable and accrued expenses							-309,979				-309,979
Accounts payable and accrued expenses – related party (342,500)			-214,063				-556,563
Deferred revenue			—				-171,345				-171,345
Notes payable – related party			-3,300,149				-1,034,077				-4,334,226
Due to related party			-1,262,179				-554,022				-1,816,201
Capital lease obligation			—				-41,381				-41,381
Accrued interest payable – related party			-5,600,502				-946,513				-6,547,015
Intercompany account			-4,267,802				4,267,802				—
Deferred rent liability			—				-525,778				-525,778
Issuance of 1,000,000 shares of common stock
of the Company			1,000				—				1,000
Non-controlling interest			—				-441,187				-441,187
Increase in additional paid-in capital			14,772,132				-494,899				14,277,233
		$	—			$	—			$	—

As a result of the closing of the Transfer Agreement, the Company now has no or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Exchange Act.

As of December 31, 2016 the business activities of AAGC are classified as held for sale in accordance with ASC 205-20 ”Discontinued operation”. All references to discontinued operations included the operations of AAGC.

The following tables summarize the results from discontinued operations:

			Period Ended October 18, 2016				Year Ended December 31, 2015
Revenue		$	$ 1,491,832			$	1,850,323
Revenue – related party			79,167				166,779
Total revenue			1,570,999				2,017,102
Cost of revenue			437,566				620,296
Gross profit			1,133,433				1,396,806
Selling, general, administrative and depreciation			991,654				1,187,983

Loss from discontinued operations			141,779				208,823
Interest expense			(104,707	)			(120,981	)

Income from discontinued operations before provision for income tax tataax inciincome taxes			37,072				87,842

(Provision) benefit for income taxes			-				-

Net income of AAGC		$	$ 37,072			$	87,842

		December 31
		2015
Assets

Current assets:
Accounts receivable		$	18,339
Prepaid expenses and other current assets			20,857
Total current assets			39,196

Property and equipment, net			526,019

Total assets		$	565,215

Liabilities and Stockholders’ Deficit

Current liabilities:
Cash in excess of available funds		$	29,368
Accounts payable and accrued expenses			13,640
Accounts payable and accrued expenses – related party			452,317
Current portion of deferred revenue			125,000
Current portion of notes payable – related party			999,077
Current portion of due to related parties			511,220
Current portion of capital lease obligation			32,082
Accrued interest payable – related party			868,683
Total current liabilities			3,031,387

Capital lease obligation			33,623
Deferred revenue			100,000
Deferred rent liability			560,438
Total long-term liabilities			694,061

TOTAL LIABILITIES			3,725,448

CARRYING VALUE OF AAGC		$	(3,160,233	)

c. BUSINESS ACTIVITIES

At this time, the Company’s purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to the Company by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange Act. The Company will not restrict our search to any specific business or geographical location.

d. RECLASSIFICATIONS

Certain reclassifications have been made in prior periods’ financial statements to conform to classifications used in the current period.