10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

x           QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

¨         TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-24970 

All-American Sportpark, Inc.

(Exact name of registrant as specified in its charter)

Nevada	88-0203976
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

6730 South Las Vegas Boulevard

Las Vegas, NV  89119

(Address of principal executive offices)

(702) 798-7777

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 ¨ 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x      No ¨ 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

               Large accelerated filer ¨ Accelerated filer ¨ 

               Non-accelerated filer ¨   (Do not check if a smaller reporting company)   Smaller reporting company x 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes       No x 

      The number of shares of Common Stock, $0.001 par value, outstanding on August 1, 2012 was 4,522,123 shares.

All-American Sportpark, Inc. 

Form 10-Q

Index

		Page
		Number
Part I:	Financial Information
Item 1.	Condensed Consolidated Financial Statements
	Condensed Consolidated Balance Sheets at June 30, 2012 (Unaudited) and December 31, 2011
		1
	Condensed Consolidated Statements of Operations for the Three And Six Months Ended June 30, 2012 and 2011 (Unaudited)
		2
	Condensed Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2012 and 2011 (Unaudited)
		3
	Notes to Condensed Consolidated Financial Statements (Unaudited)	4
Item 2.	Management’s Discussion and Analysis of Financial Condition And Results of Operations	11
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	21
Part II:	Other Information
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Changes in Securities	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Signatures

PART 1 – FINANCIAL INFORMATION

Item 1 Financial Statements

All-American SportPark, Inc.

Condensed Consolidated Balance Sheets

				June 30,		December 31,
				2012		2011
				(Unaudited)
Assets
Current assets:
	Cash			$	60,858	$	1,900
	Accounts receivable				268		2,807
	Prepaid expenses and other				11,405		107,472
		Total current assets			72,531		112,179
Property and equipment, net of accumulated depreciation of $648,122    and $857,999, as of 2012 and 2011, respectively					714,313		693,364
			Total assets	$	786,844	$	805,543
Liabilities and Stockholders' (Deficit)
Current liabilities:
	Cash in excess of available funds			$	-	$	29,184
	Accounts payable and accrued expenses				159,851		160,469
	Current portion of notes payable - related parties				4,279,495		4,184,494
	Current portion due to related parties				1,347,324		1,370,830
	Current portion of capital lease obligation				33,010		43,208
	Accrued interest payable - related party				4,764,361		4,550,848
		Total current liabilities			10,584,041		10,339,033
Long-term liabilities:
	Long-term portion of capital lease obligation				24,633		29,469
	Deferred rent liability				701,080		699,435
		Total long-term liabilities			725,713		728,904
		Total liabilities			11,309,754		11,067,937
		Commitments and contingencies
Stockholders' (deficit):
	Preferred stock, Series "B", $0.001 par value, 10,000,000 shares authorized,  no shares issued and outstanding as of June 30, 2012 and December 31, 2011, respectively				--		--
	Common stock, $0.001 par value, 50,000,000 shares authorized,  4,522,123 and 4,522,123 shares issued and outstanding as of June 30, 2012  and December 31, 2011, respectively				4,522		4,522
	Additional paid-in capital				14,387,972		14,387,972
	Accumulated (deficit)				(25,321,682)		(24,976,480)
		Total All-American SportPark, Inc. stockholders' (deficit)			(10,929,188)		(10,583,986)
	Non-controlling interest in net assets of subsidiary				406,278		321,592
		Total stockholders' deficit			(10,522,910)		(10,262,394)
			Total liabilities and stockholders' (deficit)	$	786,844	$	805,543
The accompanying notes are an integral part of these condensed consolidated financial statements.

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ALL-AMERICAN SPORTPARK, INC. Condensed Consolidated Statements of Operations (Unaudited)
			For the Three Months Ending				For the Six Months Ending
			June 30, 2012				June 30, 2012
			2012		2011			2012		2011
Revenue			$	611,294	$	629,749		$	1,135,658	$	1,079,722
Revenue - Related Party				39,312		39,312			78,624		78,624
Total Revenue				650,606		669,061			1,214,282		1,158,346
Cost of revenue				179,289		162,463			378,688		355,625
Gross profit				471,317		506,598			835,594		802,721
Expenses:				363,327		368,232			712,734		698,162
	General and administrative expenses
	Depreciation and amortization			26,470		26,873			55,913		52,994
		Total expenses		389,797		395,105			768,647		751,156
Income from operations				81,520		111,493			66,947		51,565
Other income (expense):
	Interest expense			(135,379)		(122,722)			(270,705)		(246,065)
	(Loss) gain on property and equipment			(58,445)		36,533			(56,772)		36,533
	Other income (expense)			14		-			14		(147)
		Total other income (expense)		(193,810)		(86,189)			(327,463)		(209,679)
Net income (loss) before provision for income tax				(112,290)		25,304			(260,516)		(158,114)
Provision for income tax expense				-		-			-		-
Net income attributable to non-controlling interest				59,592		120,354			84,686		119,067
Net (loss) attributable to All-American SportPark, Inc.			$	(171,882)	$	(95,050)		$	(345,202)	$	(277,181)
Net lossper share – basic and fully diluted			$	(0.02)	$	(0.01)		$	(0.06)	$	(0.04)
Weighted average number of common shares outstanding –  basic and fully diluted				4,522,123		4,522,123			4,522,123		4,522,123
The accompanying notes are an integral part of these condensed financial statements.

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ALL-AMERICAN SPORTPARK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

			For the Six Months Ending
			June 30,
			2012			2011
Cash flows from operating activities
Net (loss)			$	(260,516)	$	(158,114)
Adjustments to reconcile net loss to net cash provided (used) in operating activities:
		Depreciation and amortization expense		55,913		52,994
		Loss (gain) on disposal of property and equipment		56,772		(36,533)
Changes in operating assets and liabilities:
		Accounts receivable		2,539		6,421
		Prepaid expenses and other		6,067		6,793
		Cash in excess of available funds		(29,184)		-
		Accounts payable and accrued expenses		(618)		(71,430)
		Deferred rent liability		1,645		2,193
		Accrued interest payable - related party		213,513		204,549
Net cash provided by operating activities				46,131		6,873
Cash flows from investing activities
	Proceeds from sale of property and equipment			1,675		-
	Insurance proceeds on property and equipment			-		46,026
	Purchase of property and equipment			(45,309)		(59,181)
Net cash used by operating activities				(43,634)		(13,155)
Cash flows from financing activities
	Proceeds (payments) from related parties			(23,506)		45,479
	Payment on capital lease obligation			(15,034)		(11,202)
	Proceeds (payments) on notes payable - related party			95,001		(2,182)
Net cash provided by financing activities				56,461		32,095
Net increase in cash				58,958		25,813
Cash - beginning				1,900		10,647
Cash - ending			$	60,858	$	36,460
Supplemental disclosures:
	Interest paid		$	-	$	142
	Income taxes paid		$	-	$	-
Supplemental disclosure of non-cash investing activities
	Cash payment for equipment in prior year		$	90,000	$	-
	Assumption of capital lease obligation		$	-	$	99,000
The accompanying notes are an integral part of these condensed consolidated financial statements.

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All-American Sportpark, Inc.

Notes to Condensed Consolidated Financial Statements

(Unaudited)

Note 1 – Basis of presentation

The condensed consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by All-American SportPark, Inc. (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2011 and notes thereto included in the Company's Form 10-K.  The Company follows the same accounting policies in the preparation of consolidated interim reports.

Results of operations for the interim periods may not be indicative of annual results.

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

Note 2 – Going concern

As of June 30, 2012, we had an accumulated deficit of $25,321,682.  In addition, the Company’s current liabilities exceed its current assets by $10,511,510 as of June 30, 2012. These conditions have raised substantial doubt about the Company's ability to continue as a going concern.  Although our recent growth has greatly improved cash flows, we nonetheless need to obtain additional financing to fund payment of obligations and to provide working capital for operations.  Management is seeking additional financing, and is now looking for a merger or acquisition candidate. It is management’s objective to review the acquisition of interests in various business opportunities, which in their opinion will provide a profit to the Company.  Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and working capital needs.  There is no assurance any of these transactions will occur. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Note 3 – Recent accounting Policies

On January 1, 2012, changes were issued by the Financial Accounting Standards Board (FASB) to conform existing guidance regarding fair value measurement and disclosure between GAAP and International Financial Reporting Standards. These changes both clarify the FASB’s intent

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about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity’s use of a nonfinancial asset in a way that differs from the asset’s highest and best use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure purposes only. Other than the additional disclosure requirements, the adoption of these changes had no impact on the Consolidated Financial Statements.

On January 1, 2012, the FASB issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. Management elected to present the two-statement option. Other than the change in presentation, the adoption of these changes had no impact on the Consolidated Financial Statements.

In December 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-10 (“ASU 2011-10”), Property, Plant and Equipment (Topic 360): Derecognition of in Substance Real Estate—a Scope Clarification (a consensus of the FASB Emerging Issues Task Force). ASU 2011-10 clarifies when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance for Real Estate Sale (Subtopic 360-20). The provisions of ASU 2011-10 are effective for public companies for fiscal years and interim periods within those years, beginning on or after June 15, 2012. When adopted, ASU 2011-10 is not expected to materially impact the consolidated financial statement.

Note 4 – Non-controlling interest

Non-controlling interest represents the minority stockholders’ proportionate share of the equity of All-American Golf Center ("AAGC') which is a 51% owned subsidiary of the Company. At June 30, 2012, we owned 51% of AAGC’s capital stock, representing voting control and a majority interest. Our controlling ownership interest requires that AAGC’s operations be included in the Condensed Consolidated Financial Statements contained herein. The 49% equity interest that is not owned by us is shown as “Non-controlling interest in consolidated subsidiary” in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets.  As of June 30, 2012, St. Andrews Golf Shop, our minority interest partner and a related party held a $406,278 interest in the net asset value of our subsidiary AAGC and a $84,686 interest in the net income from operations of AAGC for the six months ended June 30, 2012.

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Note 5 – Related party transactions

Due to related parties

The Company’s employees provide administrative/accounting support for (a) three golf retail stores, one of which is named Saint Andrews Golf Shop ("SAGS") and the other two Las Vegas Golf and Tennis ("District Store") and Las Vegas Golf and Tennis Superstore (“Westside”), owned by the Company's President and his brother. The SAGS store is the retail tenant in the CGC.

Administrative/accounting payroll and employee benefits expenses are allocated based on an annual review of the personnel time expended for each entity. Amounts allocated to these related parties by the Company approximated $41,741 and $54,666 for the six months ended June 30, 2012 and 2011, respectively. The Company records this allocation by reducing the related expenses and allocating them to the related parties.

In addition to the administrative/accounting support provided by the Company to the above stores, the Company received funding for operations from these and various other stores owned by the Company’s President, his brother, and Chairman. These funds helped pay for office supplies, phone charges, postages, and salaries. The net amount due to these stores totaled $1,347,324 and $1,370,830  as of June 30, 2012 and December 31, 2011, respectively. The amounts are non-interest bearing and due out of available cash flows of the Company. Additionally, the Company has the right to offset the administrative/accounting support against the funds received from these stores.

Both the Company’s President and his brother have continued to defer half of their monthly salaries until the Company is in a more positive financial state.  The amounts deferred for the six months ended June 30, 2012 are $85,000 and $53,125, respectively.

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Notes and Interest Payable to Related Parties:

The Company has various notes and interest payable to the following entities as of June 30, 2012, and December 31, 2011, respectively:

		2012		2011
Various notes payable to the Paradise Store bearing 10% per annum and due on demand	$	3,200,149	$	3,200,149
Note payable to BE Holdings 1, LLC, owned by the chairman of the board, bearing 10% per annum and due on demand		100,000		100,000
Various notes payable to SAGS, bearing 10% per annum and due on demand		693,846		693,846
Various notes payable to the District Store, bearing 10% per annum and due on demand		85,000		85,000
Note payable to BE, III bearing 10% per annum and due on demand		200,500		105,500
		---------------		----------------
Total	$	4,279,495	$	4,184,495
		=========		=========

All maturities of related party notes payable and the related accrued interest payable as of June 30, 2012 are due and payable upon demand. As of June 30, 2012, the Company has no loans or other obligations with restrictive debt or similar covenants.

On June 15, 2009, the Company entered into a “Stock Transfer Agreement” with St. Andrews Golf, Ltd. a Nevada limited liability company, which is wholly-owned by Ronald Boreta, our chief executive officer and John Boreta, a principal shareholder of the Company. Pursuant to this agreement, we agreed to transfer a 49% interest in our wholly owned subsidiary, AAGC as a partial principal payment in the amount of $600,000 on the Company’s outstanding loan due to St. Andrews Golf Shop, Ltd. In March 2009, the Company engaged the services of an independent third party business valuation firm, Houlihan Valuation Advisors, to determine the fair value of the business and the corresponding minority interest. Based on the Minority Value Estimate presented in connection with this appraisal, which included valuations utilizing the income, market and transaction approaches in its valuation methodology, the fair value of a 49% interest totaled $600,000.

As of June 30, 2012 and December 31, 2011, accrued interest payable - related parties related to the notes payable – related parties totaled $4,764,361 and $4,550,848, respectively. 

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Lease to SAGS

The Company subleases space in the clubhouse to SAGS. Base rent includes $13,104 per month through July 2012 with a 5% increase for each of two 5-year options to extend in July 2012 and July 2017. For the six month ending June 30, 2012 and 2011, the Company recognized rental income totaling $78,624 and $78,624, respectively.

Note 6 – Commitments

Lease agreements

The land underlying the CGC is leased under an operating lease that expires in 2012 and has two five-year renewal options.  In March 2006, the Company exercised the first of two options, extending the lease to 2018.  Also, the lease has a provision for contingent rent to be paid by AAGC upon reaching certain levels of gross revenues.  The Company recognizes the minimum rental expense on a straight-line basis over the term of the lease, which includes the two five year renewal options.

At June 30, 2012, minimum future lease payments under non-cancelable operating leases are as follows:

2012                           $             252,878

2013                                          529,840

2014                                          529,840

2015                                          529,840

2016                                          529,840

Thereafter                                3,311,503

$         5,683,741

Total rent expense for this operating lease was $243,030 and $243,030 for the six months ended June 30, 2012 and 2011, respectively.

Capital Lease

The Company entered into a capital lease for new Club Car gas powered golf carts.  The lease is 47 months in length and started on March 1, 2010.  The Company pays $2,612 a month in principal and interest expense related to the lease.

The Company entered into a capital lease for a new telephone system during the third quarter of 2011.  The lease is 36 months in length and started in July of 2011.  The Company pays $642 a month in principal and interest expense related to the lease. 

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The following is a schedule by year of future minimum payments required under these lease agreements.

2012	$ 19,236
2013	38,471
2014	6,767
Total payments	64,474
Less interest	(6,831)
Total principal	57,643
Less current portion	33,010
Long-term portion	$ 24,633

Accumulated depreciation for the capital leases as of June 30, 2012 and December 31, 2011 was $64,607 and $49,154, respectively.

Customer Agreement

On June 19, 2009, the Company entered into a “Customer Agreement” with Callaway Golf Company (“Callaway”) and St. Andrews Golf Shop, Ltd. (“SAGS”) through our majority owned subsidiary AAGC. Pursuant to this agreement, AAGC shall expend an amount equal to or exceeding $250,000 for marketing and promotion of Callaway for a period of approximately three and one half years with an automatic extension to December 31, 2018 unless written notice of termination is received by November 2013. Additionally, pursuant to the Customer Agreement AAGC has expended amounts to improve both its range facility as well as the golfing center. These improvements include Callaway Golf® branding elements. Callaway agreed to provide funding and resources in the minimum amount of $2,750,000 to be allocated as follows: 1) $750,000 towards operating expenses of AAGC; 2) $750,000 towards facility improvements for both AAGC and St. Andrews Golf Shop; 3) $500,000 in range landing area improvements of AAGC and 4) three payments each of $250,000 for annual advertising expenses paid by AAGC, which will be repaid in golf merchandise to SAGS. AAGC will then be reimbursed by SAGS for AAGC’s expenditures in advertising as incurred. Due to the fact that SAGS is a related party, the Company is also considered a customer of Callaway as it relates to the Customer Agreement. As a result, we recognized the contributions from Callaway as follows:

Contribution of operating expenses totaling $750,000 (received July 2009) was treated as a reduction of operating expenses and therefore reduced our “General and administrative” expense by that amount.

Contribution of range and other facility improvements totaling $554,552 were recorded as a reduction of the costs for those improvements. The contributions, which were made directly by Callaway to the applicable contractors and vendors completing the work, were exactly equal to the costs and therefore, no value as been recorded for these improvements.

The annual payments for advertising began in 2010 and will continue as long as Callaway, AAGC and SAGS agree to maintain the agreement through the term of the Customer Agreement in December 2018.  Such contributions from Callaway of up to $250,000 annually will be recorded as a reduction of the Company’s costs for the related advertising.  Additionally, the contributions are to be paid to SAGS in the form of golf related products.  SAGS will then reimburse AAGC in monies as the related golf products are received.  During the six months ending June 30, 2012 and 2011, SAGS reimbursed AAGC $70,921 and $66,001, respectively.

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Note 7 – Stockholders' deficit

We are authorized to issue 10,000,000 shares of $0.001 par value preferred stock and 50,000,000 shares of $0.001 par value common stock.

Preferred stock

As of June 30, 2012, we had no preferred shares issued and outstanding.

Common stock

As of June 30, 2012, we had 4,522,123 shares of our $0.001 par value common stock issued and outstanding.  We had no new issuances during the period ended June 30, 2012.

Note 8 – Subsequent Events

Upon our evaluation of events and transactions that have occurred subsequent to the balance sheet date, we had paid a deposit during the fourth quarter of 2011 to have the lake area drained and new landscaping put in on our course.  This project was finished in April and we received an abatement from the Las Vegas Valley Water Authority for $42,385. 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward-Looking Statements

This document contains “forward-looking statements.” All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors affecting these risks and uncertainties include, but are not limited to:

·increased competitive pressures from existing competitors and new entrants;

·deterioration in general or regional economic conditions;

·adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

·loss of customers or sales weakness;

·inability to achieve future sales levels or other operating results;

·the inability of management to effectively implement our strategies and business plans; and

·the other risks and uncertainties detailed in this report.

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Overview of Current Operations

On June 19, 2009, the Company entered into a “Customer Agreement” with Callaway Golf Company (“Callaway”) and St. Andrews Golf Shop, Ltd. (“SAGS”) through our majority owned subsidiary AAGC. Pursuant to this agreement, AAGC shall expend an amount equal to or exceeding $250,000 for marketing and promotion of Callaway for a period of approximately three and one half years with an automatic extension to December 31, 2018 unless written notice of termination is received by November 2013. Additionally, AAGC will expend amounts to improve both their range facility as well as the golfing center. These improvements are to include Callaway Golf® branding elements. Callaway has agreed to provide funding and resources in the minimum amount of $2,750,000 to be allocated as follows: 1) $750,000 towards operating expenses of AAGC; 2) $750,000 towards facility improvements for both AAGC and St. Andrews Golf Shop; 3) $500,000 in range landing area improvements of AAGC and 4) three payments each of $250,000 for annual advertising expenses paid by AAGC, which will be repaid in golf related products to SAGS. AAGC will then be reimbursed by SAGS for AAGC’s expenditures in advertising as incurred. In substance, due to the related party nature of SAGS, the Company is also considered a customer of Callaway as it relates to this agreement. As a result, we recognized the contributions from Callaway as follows:

·Contribution of operating expenses totaling $750,000 (received July 2009) was treated as a reduction of operating expenses and therefore reduced our “General and administrative” expense by that amount during 2009.

·Contribution of range and other facility improvements totaling $554,552 were recorded as a reduction of the costs for those improvements. The contributions, which were made directly by Callaway Golf Company to the applicable contractors and vendors completing the work, were exactly equal to the costs and therefore, no value as been recorded for these improvements.

The annual payments for advertising began in 2010 and will continue as long as Callaway, AAGC and SAGS agree to maintain the agreement through the term of the Customer Agreement in December 2018.  Such contributions from Callaway of up to $250,000 annually will be recorded as a reduction of the Company’s costs for the related advertising.  Additionally, the contributions are to be paid to SAGS in the form of golf related products.  SAGS will then reimburse AAGC in the form of monies as the as the related golf products are received.  On January 25, 2011, The 305 Group leased the restaurant lease at the Callaway Golf Center.  They have renamed the restaurant The Upper Deck Grill and Sports Lounge.  The tenant remodeled the entire restaurant space and opened to the public on April 28, 2011. They now offer fresh made foods for the restaurant and bar.   The tenant is paying $4,000 a month in rent increasing by 4% each month and potential percentage rent could be paid if the tenant's sales reach certain levels.

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Results of Operations for the three months ended June 30, 2012 and 2011 compared.

The following tables summarize selected items from the statement of operations for the three months ended June 30, 2012 compared to the three months ended June 30, 2011.

INCOME:

		For the three months ended June 30,				Increase (Decrease)
		2012		2011		$	%
Revenue	$	611,294	$	629,749	$	(18,455)	(2.93)%
Revenue – Related Party		39,312		39,312		-	-%
Cost of Sales		(179,289)		(162,463)		16,826	10.36%
Gross Profit	$	471,317	$	506,598	$	(35,281)	(6.96)%
Gross Profit Percentage of Sales		72.44%		75.72%

Revenue

Our revenue for the three months ended June 30, 2012 was $611,294 compared to $629,749 in the three months ended June 30, 2011, a decrease of $18,455, or 2.93%. The decrease in revenue was due to a decrease in leagues and special events revenue.  Although we have had Groupon® specials over the past two years that have increased our revenues, we had no Groupon® specials running as of June 30, 2012. Revenue-Related Party for the three months ended June 30, 2012 was $39,312, which was the same as for the three months ended June 30, 2011.

Cost of Sales/Gross Profit Percentage of Sales

Cost of sales currently consists mainly of payroll and benefits expenses of the AAGC staff, and operating supplies.  Our cost of sales for the three months ended June 30, 2012 was $179,289, an increase of $16,826 or 10.36% from $162,463 for the three month period ending June 30, 2011.  The increase is due to an earlier than usual golf season in 2012, which required additional staffing and landscaping expenditures.  

Gross profit as a percentage of sales decreased to 72.44%, for the three months ended June 30, 2012.  Gross profit as a percentage of sales was 75.72% for the three months ended June 30, 2011.

13

EXPENSES:

			For the three months ended		Increase (Decrease)
			June 30,
			2012	2011	$	%
			Amount	Amount
Expenses:
	General and administrative expenses		$        363,327	$        368,232	$ (4,905)	(1.33)%
	Depreciation and amortization		26,470	26,873	(403)	(1.50)%
		Total expenses	389,797	395,105	(5,308)	(1.34)%
Income from operations			81,520	111,493	(29,973)	(26.88)%
Other income (expense):
	Interest expense		(135,379)	(122,722)	(12,657)	(10.31)%
	(Loss) gain on property and equipment		(58,445)	36,533	(94,978)	(259.98)%
	Other income (expense)		14	-	14	-%
	Total other income (expense)		(193,810)	(86,189)	(107,621)	(124.87)%
Net (loss) income			(112,290)	25,304	(137,594)	--
Net income attributable to non-controlling interest			59,592	120,355	(60,763)	(50.46)%
Net loss attributable to All-American SportPark, Inc.			(171,882)	(95,051)	(76,831)	(80.83)%

General and Administrative Expenses

General and administrative expenses for the three months June 30, 2012 were $363,327, a decrease of $4,905 or 1.33%, from $368,232 for the three months ended June 30, 2011.  Expenses were slightly down due to a review of operational contracts and vendors making changes as necessary to save the Company money. 

Depreciation and amortization expenses for the three months ended June 30, 2012 were $26,470, a decrease of $403, or 1.50% from $26,873 for the three months ended June 30, 2011. 

14

Total Expenses

Our overall operating expenses decreased to $389,797 for the three months ended June 30, 2012 as compared to $395,105 for the three months ended June 30, 2011.  The decrease in total expenses was $5,308 or 1.34% and was primarily due to the adjustments in operational contracts with vendors. 

Income from Operations

We had an income from operations of $81,520 for the three months ended June 30, 2012 as compared to an income from operations of $111,493 for the three months ended June 30, 3011 a decrease of $29,973 or 26.88%.  The decrease was due to less league and special events held during the three months ending June 30, 2012.

Interest Expense

Our interest expense increased by 6.96% or $12,657 from $122,722 for the three months ended June 30, 2011 to $135,379 for the three months ended June 30, 2012.  The difference is due to continued growth of interest due on various leases and loans.

(Loss) Gain on Property and Equipment

A review of our fixed assets found that some items were no longer in service or had been disposed of.  Those items were adjusted in the second quarter of 2012.  The loss on property and equipment was $58,445 as compared to a gain in the second quarter 2011 of $36,533.

Net (Loss) Income

The net loss for the three months ended June 30, 2012 was $112,290 (before non-controlling interest) as compared with net income of $25,304 for the same period in 2011.  The net loss was primarily due to the retiring of fixed assets in 2012.  

The net income attributable to non-controlling interest for the first quarter of 2012 was $59,592 as compared to $120,354 for the same period in 2011.  That resulted in net loss attributable to All-American Sport Park of $171,882 for 2012 as compared to $95,050 for 2011, an increase of $76,832 or 80.33%.

15

Results of Operations for the six months ended June 30, 2012 and 2011 compared.

The following tables summarize selected items from the statement of operations for the six months ended June 30, 2012 compared to the six months ended June 30, 2011.

INCOME:

		For the six months ended June 30,			Increase (Decrease)
		2012		2011	$	%
Revenue	$	1,135,658	$	1,079,722	55,936	5.18%
Revenue – Related Party		78,624		78,624	-	-%
Cost of Sales		(378,688)		(355,625)	23,063	6.49%
Gross Profit	$	835,594	$	802,721	32,873	4.10%
Gross Profit Percentage of Sales		68.81%		69.30%

Revenue

Our revenue for the six months ended June 30, 2012 was $1,135,658 compared to $1,079,722 in the six months ended June 30, 2011, an increase of $55,936, or 5.18%. Revenues were up in the first quarter. This was due to our "Play All Day" package, and our continued participation in the Groupon® advertising programs that offered customers discounted play at the CGC which could be used over a six-month period.  However, the decrease in leagues and special events in the second quarter resulted in reduced revenues.

Revenue-Related Party for the six months ended June 30, 2012 was $78,624, which is the same as the six months ended June 30, 2011.

Cost of Sales/Gross Profit Percentage of Sales

Cost of sales currently consists mainly of payroll and benefits expenses of the AAGC staff, and operating supplies.  Our cost of sales for the six months ended June 30, 2012 was $378,688, an increase of $23,063, or 6.49%, from $355,625 for the six month period ending June 30, 2011.  The increase is due to an earlier than usual golf season in 2012 which required additional staffing and landscaping expenses.    

Gross profit as a percentage of sales increased to 68.81%, for the six months ended June 30, 2012.  Gross profit as a percentage of sales was 69.30% for the six months ended June 30, 2011.

16

EXPENSES:

			For the Six Months Ending		Increase (Decrease)
			June 30,
			2012	2011	$	%
			Amount	Amount
Expenses:
	General and administrative expenses		$             712,734	$               698,162	$ 14,572	2.09%
	Depreciation and amortization		55,913	52,994	2,919	5.51%
		Total expenses	768,647	751,156	17,491	2.33%
Income from operations			66,947	51,565	15,382	1.30%
Other income (expense):
	Interest expense		(270,705)	(246,065)	(24,640)	10.01%
	Interest income		--	--
	(Loss) gain on property and equipment		(56,772)	36,533	(93,305)	(255.40)%
	Other income (expense)		14	(147)	133	10.00%
		Total other income (expense)	(327,463)	(209,679)	(117,784)	(56.17)%
Net (loss)			(260,516)	(158,114)	(102,402)	(64.76)%
Net income (loss) attributable to non-controlling interest			84,686	119,067	(34,381)	(28.88)%
Net loss attributable to All-American SportPark, Inc.			(345,202)	(277,181)	(68,021)	(24.54)%

General and Administrative Expenses

General and administrative expenses for the six months ended June 30, 2012 were $712,734, an increase of $14,572, or 2.09%, from $698,162 for the six months ended June 30, 2011.  Expenses were slightly higher in the second quarter of 2012 due to payments made on the landscaping used to finish the pump house/lake conversion project which started at the end of 2011.  This project was completed in April 2012.

17

Depreciation and amortization expenses for the six months ended June 30, 2012 were $55,913, an increase of $2,919, or 5.51% from $52,994 for the six months ended June 30, 2011.  The increase in depreciation is a result of the addition of a telephone system capital lease.

Total Expenses

Our overall operating expenses increased to $768,647 for the six months ended June 30, 2012 as compared to $751,156 for the six months ended June 30, 2011.  The increase in total expenses was $17,491 or 2.33% and was primarily due to the payments made to modify the lake. 

Income from Operations

We had income from operations of $66,947 for the six months ended June 30, 2012 as compared to a net income from operations of $51,565 for the six months ended June 30, 2011 an increase of 15,382 or 29.83%.  The increase was due to the unseasonably early spring mixed with the Play All Day packages which continued to be one of our biggest sellers.  

Interest Expense

Our interest expense increased by 10.01% or $24,640 from $246,065 for the six months ended June 30, 2011 to $270,705 for the six months ended June 30, 2012.  The difference is due to continued growth of interest due on various leases and loans.

(Loss) Gain on Property and Equipment

A review of our fixed assets found that some items were no longer in service or had been disposed of.  Those items were adjusted in the second quarter of 2012.  The loss on property and equipment was $56,772 as compared to a gain for the six months ended June 30, 2011 of $36,533.

Net Loss

The net loss for the six months ended June 30, 2012 was $260,516 (before non-controlling interest) as compared with a net loss of $158,114 for the same period in 2011. This is a decrease of $102,402 or 64.76% from the same period in 2011.  The increased net loss was primarily due to the retiring of fixed assets in 2012.  

The net income attributable to non-controlling interest for the first two quarters of 2012 was $84,686 as compared to $119,067 for the same period in 2011.  That resulted in net loss attributable to All-American Sport Park of $345,202 for 2012 as compared to $227,181 an increase of $68,021 over 2011 or 24.54%.

Liquidity and Capital

A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our product to market, complete additional financial service company acquisitions, and generate substantial revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary financing, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.

18

The following table summarizes our current assets, liabilities, and working capital at June 30, 2012 compared to December 31, 2011.

	June 30, 2012	December 31, 2011	Increase / (Decrease)
			$	%
Current Assets	$ 72,531	$ 112,179	$(39,648)	(35.34)%
Current Liabilities	10,584,041	10,339,033	245,008	2.37%%
Working Capital Deficit	$ (10,511,510)	$ (10,226,854)

Cash Flow. Since inception, we have primarily financed our cash flow requirements through related party debt transactions.  If that source of funding is eliminated it may have a material, adverse effect on our operations. We are currently operating at a loss but with positive cash flow because of deferring related party payables and interest payments.  Though this has allowed us to currently minimize the deferral of our payables, we continue to depend on this source of financing. Should we lose our ability to defer those payables, without a return to profitability, our cash resources will be limited.

Satisfaction of our cash obligations for the next 12 months.

As of June 30, 2012, our cash balance was $60,858.  Our plan for satisfying our cash requirements for the next twelve months is by relying less on-related party financing and using the funds available through our Callaway Golf agreement to help with any cash flow deficiencies.  Because we have not anticipated generating sufficient amounts of positive cash flow to meet our working capital requirements, we are continuing to rely on our customer agreement with Callaway Golf that to provide additional capital to help fund our operations.

Given our operating history, predictions of future operating results are difficult to make. Thus, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their various stages of commercial viability. Such risks include, but are not limited to, an evolving business model and the management of growth. To address these risks we, among other things, plan to continue to modify our business plan, implement and execute our marketing strategy, develop and upgrade our facilities in a response to our competitor’s developments.

Going Concern

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. Management intends to use borrowings and security sales to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if and when required will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Stock-based Compensation:  In accordance with accounting standards concerning Stock-based Compensation, the Company accounts for all compensation related to stock, options or warrants using a fair value based method in which compensation cost is measured at the grant date based on the value of the award and is recognized over the service period.  Stock issued for compensation is valued on the date of the related agreement and using the market price of the stock.

Related party transactions:   In accordance with accounting standards concerning related party transactions, there now are established requirements for related party disclosures and the policy provides guidance for the disclosures of transactions between related parties.

Subsequent events:  In accordance with accounting standards concerning subsequent events, states that a company is not required to disclose the date through with subsequent events have been evaluated.  The adoption of this ASU did not have a material impact on our consolidated financial statements.

Recent Accounting Developments

The FASB Accounting Standards Codification is the single official source of authoritative, nongovernmental, U.S. GAAP, in addition to guidance issued by the Securities and Exchange Commission.  This codification is designed to simplify U.S. GAAP into a single, topically ordered structure.

On January 1, 2012, changes were issued by the Financial Accounting Standards Board (FASB) to conform existing guidance regarding fair value measurement and disclosure between GAAP and International Financial Reporting Standards. These changes both clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity’s use of a nonfinancial asset in a way that differs from the asset’s highest and best use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure purposes only. Other than the additional disclosure requirements, the adoption of these changes had no impact on the Consolidated Financial Statements.

20

On January 1, 2012, the FASB issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. Management elected to present the two-statement option. Other than the change in presentation, the adoption of these changes had no impact on the Consolidated Financial Statements.

In December 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-10 (“ASU 2011-10”), Property, Plant and Equipment (Topic 360): Derecognition of in Substance Real Estate—a Scope Clarification (a consensus of the FASB Emerging Issues Task Force). ASU 2011-10 clarifies when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance for Real Estate Sale (Subtopic 360-20). The provisions of ASU 2011-10 are effective for public companies for fiscal years and interim periods within those years, beginning on or after June 15, 2012. When adopted, ASU 2011-10 is not expected to materially impact the consolidated financial statement.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Principal Financial Officer to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision of and with the participation of the Chief Executive Officer and Principal  Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act). Based upon that evaluation, the Company’s Chief Executive Officer and  Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, completely and accurately, within the time periods specified in SEC rules and forms.

21

.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the first quarter of the fiscal year covered by this report that have materially affected, or are reasonably likely to affect, the Company’s internal control over financial reporting.

22

PART II--OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

There are no legal proceedings in which the Company is involved at this time.

ITEM 1A. RISK FACTORS.

 Not required

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We did not have any unregistered sales of equity securities during the quarter ended June 30, 2012 that have not been reported in a Current Report on Form 8-K.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the quarter ended June 30, 2012.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6.  EXHIBITS.

				Incorporated by reference
Exhibit number	Exhibit description	Filed herewith		Form	Period ending	Exhibit No.	Filing date
31.1	Certification of Chief Executive and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002		X
32.1	Certification of Chief Executive and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002		X

23

SIGNATURES

            In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ALL-AMERICAN SPORTPARK, INC.

(Registrant)

           Date:  August 14, 2012                                                                             By: /s/ Ronald Boreta                                                   

                                                                                                                          Ronald Boreta, President, Chief Executive Officer,

                                                                                                                          and Treasurer (On behalf of the Registrant and as
                                                                                                                          Principal Financial Officer)

EX-31

EXHIBIT 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER
PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ronald Boreta, certify that:

     1. I have reviewed this Annual Report on Form 10-Q of All-American SportPark, Inc.;

     2. Based on my knowledge, this 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 report;

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

     3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

     4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

     (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

     (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

     (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

     (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

     5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

     (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

     (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 14, 2012

/s/ Ronald Boreta___________
Ronald Boreta
Chief Executive Officer
(Principal Executive Officer) and
Principal Financial Officer

EX-32

EXHIBIT 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

AND PRINCIPAL FINANCIAL OFFICER

ALL-AMERICAN SPORTPARK, INC.

PURSUANT TO 18 U.S.C. SECTION 1350

     I hereby certify that, to the best of my knowledge, the Quarterly Report on Form 10-Q of All-American SportPark, Inc. for the quarter ended June 30, 2012:

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

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

Dated:  August 14, 2012

/s/ Ronald S. Boreta______  

Ronald S. Boreta

Chief Executive Officer

(Principal Executive Officer) and

Principal Financial Officer

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to All-American SportPark, Inc. and will be retained by All-American SportPark, Inc. and furnished to the Securities and Exchange Commission upon request.

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Subsequent Events (Details Text) (USD $)	3 Months Ended
	Jun. 30, 2012
Abatement from the Las Vegas Valley Water Authority	$ 42,385

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Non-controlling interest

6 Months Ended

Jun. 30, 2012

- Non-controlling interest

Note 4 - Non-controlling interest

Non-controlling interest represents the minority stockholders’ proportionate share of the equity of All-American Golf Center ("AAGC’) which is a 51% owned subsidiary of the Company. At June 30, 2012, we owned 51% of AAGC’s capital stock, representing voting control and a majority interest. Our controlling ownership interest requires that AAGC’s operations be included in the Condensed Consolidated Financial Statements contained herein. The 49% equity interest that is not owned by us is shown as “Non-controlling interest in consolidated subsidiary” in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets.  As of June 30, 2012, St. Andrews Golf Shop, our minority interest partner and a related party held a $406,278 interest in the net asset value of our subsidiary AAGC and a $84,686 interest in the net income from operations of AAGC for the six months ended June 30, 2012.

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Recent accounting Policies

6 Months Ended

Jun. 30, 2012

- Recent accounting Policies

Note 3 - Recent accounting Policies

On January 1, 2012, changes were issued by the Financial Accounting Standards Board (FASB) to conform existing guidance regarding fair value measurement and disclosure between GAAP and International Financial Reporting Standards. These changes both clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity’s use of a nonfinancial asset in a way that differs from the asset’s highest and best use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure purposes only. Other than the additional disclosure requirements, the adoption of these changes had no impact on the Consolidated Financial Statements.

On January 1, 2012, the FASB issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. Management elected to present the two-statement option. Other than the change in presentation, the adoption of these changes had no impact on the Consolidated Financial Statements.

In December 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-10 (“ASU 2011-10”), Property, Plant and Equipment (Topic 360): Derecognition of in Substance Real Estate-a Scope Clarification (a consensus of the FASB Emerging Issues Task Force). ASU 2011-10 clarifies when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance for Real Estate Sale (Subtopic 360-20). The provisions of ASU 2011-10 are effective for public companies for fiscal years and interim periods within those years, beginning on or after June 15, 2012. When adopted, ASU 2011-10 is not expected to materially impact the consolidated financial statement.

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Condensed Consolidated Balance Sheets (Unaudited) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Current assets:
Cash - ending	$ 60,858	$ 1,900
Accounts receivable	268	2,807
Prepaid expenses and other	11,405	107,472
Total current assets	72,531	112,179
Property and equipment, net of accumulated depreciation of $648,122 and $857,999, as of 2012 and 2011, respectively	714,313	693,364
Total assets	786,844	805,543
Current liabilities:
Cash in excess of available funds	0	29,184
Accounts payable and accrued expenses	159,851	160,469
Current portion of notes payable - related parties	4,279,495	4,184,494
The net amount due to Stores	1,347,324	1,370,830
Capital Lease Payment Obligation Less Current Portion	33,010	43,208
Related Party Accrued Interest Payable	4,764,361	4,550,848
Total current liabilities	10,584,041	10,339,033
Long-term liabilities:
Long-term portion of capital lease obligation	24,633	29,469
Deferred rent liability	701,080	699,435
Total long-term liabilities	725,713	728,904
Total liabilities	11,309,754	11,067,937
Stockholders’ (deficit):
Preferred stock, Series ’B’, $0.001 par value, 10,000,000 shares authorized, no shares issued and outstanding as of June 30, 2012 and December 31, 2011, respectively	0	0
Common stock, $0.001 par value, 50,000,000 shares authorized, 4,522,123 and 4,522,123 shares issued and outstanding as of June 30, 2012 and December 31, 2011, respectively	4,522	4,522
Additional paid-in capital	14,387,972	14,387,972
Accumulated (deficit)	(25,321,682)	(24,976,480)
Total All-American SportPark, Inc. stockholders’ (deficit)	(10,929,188)	(10,583,986)
St. Andrews Golf Shop Interest in AAGC Assets	406,278	321,592
Total stockholders’ deficit	(10,522,910)	(10,262,394)
Total liabilities and stockholders’ (deficit)	$ 786,844	$ 805,543

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Basis of presentation

6 Months Ended

Jun. 30, 2012

- Basis of presentation

Note 1 - Basis of presentation

The condensed consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by All-American SportPark, Inc. (the “Company”), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission.  Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein.  It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2011 and notes thereto included in the Company’s Form 10-K.  The Company follows the same accounting policies in the preparation of consolidated interim reports.

Results of operations for the interim periods may not be indicative of annual results.

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

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- Commitments (Details 2) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Capital Lease Payment Obligations 2012	$ 19,236
Capital Lease Payment Obligation 2013	38,471
Capital Lease Payment Obligation 2014	6,767
Capital Lease Payment Obligation Total Payments	64,474
Capital Lease Payment Obligation Less Interest	(6,831)
Capital Lease Payment Obligation Total Principal	57,643
Capital Lease Payment Obligation Less Current Portion	33,010	43,208
Capital Lease Payment Obligation Long-term Portion	$ 24,633

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Stockholders’ deficit (Details Text) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Preferred Stock Authorized	10,000,000	10,000,000
Preferred Stock Par Value	$ 0.001	$ 0.001
Preferred Stock Issued	0	0
Preferred Stock Outstanding	0	0
Common Stock Authorized	50,000,000	50,000,000
Common Stock Par Value	$ 0.001	$ 0.001
Common Stock Issued	4,522,123	4,522,123
Common Stock Outstanding	4,522,123

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Going concern

6 Months Ended

Jun. 30, 2012

- Going concern

Note 2 - Going concern

As of June 30, 2012, we had an accumulated deficit of $25,321,682.  In addition, the Company’s current liabilities exceed its current assets by $10,511,510 as of June 30, 2012. These conditions have raised substantial doubt about the Company’s ability to continue as a going concern.  Although our recent growth has greatly improved cash flows, we nonetheless need to obtain additional financing to fund payment of obligations and to provide working capital for operations.  Management is seeking additional financing, and is now looking for a merger or acquisition candidate. It is management’s objective to review the acquisition of interests in various business opportunities, which in their opinion will provide a profit to the Company.  Management believes these efforts will generate sufficient cash flows from future operations to pay the Company’s obligations and working capital needs.  There is no assurance any of these transactions will occur. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

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Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Property and equipment,
Accumulated depreciation	$ 648,122	$ 857,999
Stockholders’ (deficit):
Preferred Stock Par Value	$ 0.001	$ 0.001
Preferred Stock Authorized	10,000,000	10,000,000
Preferred Stock Issued	0	0
Preferred Stock Outstanding	0	0
Common Stock Par Value	$ 0.001	$ 0.001
Common Stock Authorized	50,000,000	50,000,000
Common Stock Issued	4,522,123	4,522,123
Common stock shares outstanding	4,522,123	4,522,123

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Going concern (Details Text) (USD $)	Jun. 30, 2012	Dec. 31, 2011
Accumulated Deficit	$ 25,321,682	$ 24,976,480
Current Liabilities in Excess of Current Assets	$ 10,511,510

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Document and Entity Information	6 Months Ended
	Jun. 30, 2012	Aug. 01, 2012
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	Q2
Entity Registrant Name	ALL AMERICAN SPORTPARK INC
Entity Central Index Key	0000930245
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		4,522,123

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Non-controlling interest (Details Text) (USD $)	3 Months Ended
	Jun. 30, 2012	Dec. 31, 2011
Ownership of AAGC	51.00%
Non Controlling Ownership of AAGC	49.00%
St. Andrews Golf Shop Interest in AAGC Assets	$ 406,278	$ 321,592
St. Andrews Golf Shop portion of AAGC Income	$ 84,686

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Condensed Consolidated Statements of Operations (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2012	Jun. 30, 2011
Revenue	$ 611,294	$ 629,749	$ 1,135,658	$ 1,079,722
Revenue - Related Party	39,312	39,312	78,624	78,624
Total Revenue	650,606	669,061	1,214,282	1,158,346
Cost of revenue	179,289	162,463	378,688	355,625
Gross profit	471,317	506,598	835,594	802,721
Expenses:
General and administrative expenses	363,327	368,232	712,734	698,162
Depreciation and amortization expense	26,470	26,873	55,913	52,994
Total expenses	389,797	395,105	768,647	751,156
Income from operations	81,520	111,493	66,947	51,565
Other income (expense):
Interest expense	(135,379)	(122,722)	(270,705)	(246,065)
(Loss) gain on property and equipment	(58,445)	36,533	(56,772)	36,533
Other income (expense)	14	0	14	(147)
Total other income (expense)	(193,810)	(86,189)	(327,463)	(209,679)
Net income (loss) before provision for income tax	(112,290)	25,304	(260,516)	(158,114)
Provision for income tax expense	0	0	0	0
Net income attributable to non-controlling interest	59,592	120,354	84,686	119,067
Net (loss) attributable to All-American SportPark, Inc.	$ (171,882)	$ (95,050)	$ (345,202)	$ (277,181)
Net loss per share - basic and fully diluted	$ (0.02)	$ (0.01)	$ (0.06)	$ (0.04)
Weighted average number of common shares outstanding - basic and fully diluted	4,522,123	4,522,123	4,522,123	4,522,123

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Stockholders’ deficit

6 Months Ended

Jun. 30, 2012

- Stockholders’ deficit

Note 7 - Stockholders’ deficit

We are authorized to issue 50,000,000 shares of $0.001 par value preferred stock and 10,000,000 shares of $0.001 par value common stock.

Preferred stock

As of June 30, 2012, we had no preferred shares issued and outstanding.

Common stock

As of June 30, 2012, we had 4,522,123 shares of our $0.001 par value common stock issued and outstanding.  We had no new issuances during the period ended June 30, 2012.

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Commitments

6 Months Ended

Jun. 30, 2012

Commitments

Note 1 - Commitments

Lease agreements

The land underlying the CGC is leased under an operating lease that expires in 2012 and has two five-year renewal options.  In March 2006, the Company exercised the first of two options, extending the lease to 2018.  Also, the lease has a provision for contingent rent to be paid by AAGC upon reaching certain levels of gross revenues.  The Company recognizes the minimum rental expense on a straight-line basis over the term of the lease, which includes the two five year renewal options.

At June 30, 2012, minimum future lease payments under non-cancelable operating leases are as follows:

2012	252,878
2013	529,840
2014	529,840
2015	529,840
2016	529,840
Thereafter	3,311,503
	$5,683,741

Total rent expense for this operating lease was $243,030 and $243,030 for the six months ended June 30, 2012 and 2011, respectively.

Capital Lease

The Company entered into a capital lease for new Club Car gas powered golf carts.  The lease is 47 months in length and started on March 1, 2010.  The Company pays $2,612 a month in principal and interest expense related to the lease.

The Company entered into a capital lease for a new telephone system during the third quarter of 2011.  The lease is 36 months in length and started in July of 2011.  The Company pays $642 a month in principal and interest expense related to the lease. 

The following is a schedule by year of future minimum payments required under these lease agreements.

2012	$        19,236
2013	38,471
2014	6,767
Total payments	64,474
Less interest	(6,831)
Total principal	57,643
Lesscurrent portion	33,010
Long-term portion	$        24,633

Accumulated depreciation for the capital leases as of June 30, 2012 and December 31, 2011 was $64,607 and $49,154, respectively.

Customer Agreement

On June 19, 2009, the Company entered into a “Customer Agreement” with Callaway Golf Company (“Callaway”) and St. Andrews Golf Shop, Ltd. (“SAGS”) through our majority owned subsidiary AAGC. Pursuant to this agreement, AAGC shall expend an amount equal to or exceeding $250,000 for marketing and promotion of Callaway for a period of approximately three and one half years with an automatic extension to December 31, 2018 unless written notice of termination is received by November 2013. Additionally, pursuant to the Customer Agreement AAGC has expended amounts to improve both its range facility as well as the golfing center. These improvements include Callaway Golf® branding elements. Callaway agreed to provide funding and resources in the minimum amount of $2,750,000 to be allocated as follows: 1) $750,000 towards operating expenses of AAGC; 2) $750,000 towards facility improvements for both AAGC and St. Andrews Golf Shop; 3) $500,000 in range landing area improvements of AAGC and 4) three payments each of $250,000 for annual advertising expenses paid by AAGC, which will be repaid in golf merchandise to SAGS. AAGC will then be reimbursed by SAGS for AAGC’s expenditures in advertising as incurred. Due to the fact that SAGS is a related party, the Company is also considered a customer of Callaway as it relates to the Customer Agreement. As a result, we recognized the contributions from Callaway as follows:

Contribution of operating expenses totaling $750,000 (received July 2009) was treated as a reduction of operating expenses and therefore reduced our “General and administrative” expense by that amount.

Contribution of range and other facility improvements totaling $554,552 were recorded as a reduction of the costs for those improvements. The contributions, which were made directly by Callaway to the applicable contractors and vendors completing the work, were exactly equal to the costs and therefore, no value as been recorded for these improvements.

The annual payments for advertising began in 2010 and will continue as long as Callaway, AAGC and SAGS agree to maintain the agreement through the term of the Customer Agreement in December 2018.  Such contributions from Callaway of up to $250,000 annually will be recorded as a reduction of the Company’s costs for the related advertising.  Additionally, the contributions are to be paid to SAGS in the form of golf related products.  SAGS will then reimburse AAGC in monies as the related golf products are received.  During the six months ending June 30, 2012 and 2011, SAGS reimbursed AAGC $70,921 and $66,001, respectively.

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Commitments (Details Text) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Dec. 31, 2011
Rent and Lease Payment	$ 243,030	$ 243,030
Club Car Equipment Monthly Lease Amount	2,612
Club Car Lease Duration	47
Telephone Equipment Monthly Lease Amount	642
Telephone Equipment Lease Duration	36
Accumulated Depreciation Capital Lease	64,607		49,154
Funding from Callaway Marketing Expense	250,000
Funding from Callaway Golf	2,750,000
Funding from Callaway Golf Operating Expense	750,000
Funding from Callaway Golf Facilities Improvement	750,000
Funding from Callaway Golf Landing Area Improvements	500,000
Funding from Callaway Golf - Annual Provision for Advertising Cost	250,000
Funding from Callaway Golf General and Administrative Expense	750,000
Funding from Callaway Golf Reduction in Cost	554,552
Funding from Callaway Golf Annual Reduction in Advertising Cost	250,000
Reimbursement from Related Party	$ 70,921	$ 66,001

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Related party transactions (Details 1) (USD $)	3 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Note payable	$ 4,279,495	$ 4,184,495
Total Related Party Notes Payable	4,279,495	4,184,495
Paradise Store
Note payable	3,200,149	3,200,149
Notes payable interest rate	10.00%	10.00%
Total Related Party Notes Payable	3,200,149	3,200,149
BE Holdings 1
Note payable	100,000	100,000
Notes payable interest rate	10.00%	10.00%
Total Related Party Notes Payable	100,000	100,000
SAGS
Note payable	693,846	693,846
Notes payable interest rate	10.00%	10.00%
Total Related Party Notes Payable	693,846	693,846
District Stores
Note payable	85,000	85,000
Notes payable interest rate	10.00%	10.00%
Total Related Party Notes Payable	85,000	85,000
BE III
Note payable	200,500	105,500
Notes payable interest rate	10.00%	10.00%
Total Related Party Notes Payable	$ 200,500	$ 105,500

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Related party transactions (Tables)

6 Months Ended

Jun. 30, 2012

The Company has various notes

The Company has various notes and interest payable to the following entities as of June 30, 2012, and December 31, 2011, respectively:

		2012		2011
Various notes payable to the Paradise Store bearing 10% per annum and due on demand	$	3,200,149	$	3,200,149
Note payable to BE Holdings 1, LLC, owned by the chairman of the board, bearing 10% per annum and due on demand		100,000		100,000
Various notes payable to SAGS, bearing 10% per annum and due on demand		693,846		693,846
Various notes payable to the District Store, bearing 10% per annum and due on demand		85,000		85,000
Note payable to BE, III bearing 10% per annum and due on demand		200,500		105,500
Total	$	4,279,495	$	4,184,495

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Subsequent Events

6 Months Ended

Jun. 30, 2012

- Subsequent Events

Note 8 - Subsequent Events

Upon our evaluation of events and transactions that have occurred subsequent to the balance sheet date, we had paid a deposit during the fourth quarter of 2011 to have the lake area drained and new landscaping put in on our course.  This project was finished in April and we received an abatement from the Las Vegas Valley Water Authority for $42,385.

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Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2012

Significant Accounting Policies

On January 1, 2012, changes were issued by the Financial Accounting Standards Board (FASB) to conform existing guidance regarding fair value measurement and disclosure between GAAP and International Financial Reporting Standards. These changes both clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the application of the highest and best use and valuation premise concepts, measuring the fair value of an instrument classified in a reporting entity’s shareholders’ equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes in unobservable inputs for those items categorized as Level 3, a reporting entity’s use of a nonfinancial asset in a way that differs from the asset’s highest and best use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure purposes only. Other than the additional disclosure requirements, the adoption of these changes had no impact on the Consolidated Financial Statements.

On January 1, 2012, the FASB issued changes to the presentation of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. Management elected to present the two-statement option. Other than the change in presentation, the adoption of these changes had no impact on the Consolidated Financial Statements.

In December 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-10 (“ASU 2011-10”), Property, Plant and Equipment (Topic 360): Derecognition of in Substance Real Estate—a Scope Clarification (a consensus of the FASB Emerging Issues Task Force). ASU 2011-10 clarifies when a parent (reporting entity) ceases to have a controlling financial interest in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance for Real Estate Sale (Subtopic 360-20). The provisions of ASU 2011-10 are effective for public companies for fiscal years and interim periods within those years, beginning on or after June 15, 2012. When adopted, ASU 2011-10 is not expected to materially impact the consolidated financial statement.

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- Commitments (Tables)

6 Months Ended

Jun. 30, 2012

Future Minium Operating Lease

At June 30, 2012, minimum future lease payments under non-cancelable operating leases are as follows:

2012	252,878
2013	529,840
2014	529,840
2015	529,840
2016	529,840
Thereafter	3,311,503
	$5,683,741

Future Miniumum Capital Lease

The following is a schedule by year of future minimum payments required under these lease agreements.

2012	$        19,236
2013	38,471
2014	6,767
Total payments	64,474
Less interest	(6,831)
Total principal	57,643
Lesscurrent portion	33,010
Long-term portion	$        24,633

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- Commitments (Details 1) (USD $)	Jun. 30, 2012
Operating Lease Future Minimum Payment 2012	$ 252,878
Operating Lease Future Minimum Payment 2013	529,840
Operating Lease Future Minimum Payment 2014	529,840
Operating Lease Future Minimum Payment 2015	529,840
Operating Lease Future Minimum Payment 2016	529,840
Operating Lease Future Minimum Payment Thereafter	3,311,503
Operating Lease Future Minimum Payment	$ 5,683,741

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CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011
Cash flows from operating activities
Net (loss)	$ (260,516)	$ (158,114)
Adjustments to reconcile net loss to net cash provided (used) in operating activities:
Depreciation and amortization expense	55,913	52,994
Loss (gain) on disposal of property and equipment	56,772	(36,533)
Changes in operating assets and liabilities:
Accounts receivable	2,539	6,421
Prepaid expenses and other	6,067	6,793
Cash in excess of available funds	(29,184)	0
Accounts payable and accrued expenses	(618)	(71,430)
Deferred rent liability	1,645	2,193
Accrued interest payable - related party	213,513	204,549
Net cash provided by operating activities	46,131	6,873
Cash flows from investing activities
Proceeds from sale of property and equipment	1,675	0
Insurance proceeds on property and equipment	0	46,026
Purchase of property and equipment	(45,309)	(59,181)
Net cash used by operating activities	(43,634)	(13,155)
Cash flows from financing activities
Proceeds (payments) from related parties	(23,506)	45,479
Payment on capital lease obligation	(15,034)	(11,202)
Proceeds (payments) on notes payable - related party	95,001	(2,182)
Net cash provided by financing activities	56,461	32,095
Net increase in cash	58,958	25,813
Cash - beginning	1,900	10,647
Cash - ending	60,858	36,460
Supplemental disclosures:
Interest paid	0	142
Income taxes paid	0	0
Supplemental disclosure of non-cash investing activities
Cash payment for equipment in prior year	90,000	0
Assumption of capital lease obligation	$ 0	$ 99,000

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Related party transactions

6 Months Ended

Jun. 30, 2012

- Related party transactions

Note 5 - Related party transactions

Due to related parties

The Company’s employees provide administrative/accounting support for (a) three golf retail stores, one of which is named Saint Andrews Golf Shop ("SAGS") and the other two Las Vegas Golf and Tennis ("District Store") and Las Vegas Golf and Tennis Superstore (“Westside”), owned by the Company’s President and his brother. The SAGS store is the retail tenant in the CGC.

Administrative/accounting payroll and employee benefits expenses are allocated based on an annual review of the personnel time expended for each entity. Amounts allocated to these related parties by the Company approximated $41,741 and $54,666 for the six months ended June 30, 2012 and 2011, respectively. The Company records this allocation by reducing the related expenses and allocating them to the related parties.

In addition to the administrative/accounting support provided by the Company to the above stores, the Company received funding for operations from these and various other stores owned by the Company’s President, his brother, and Chairman. These funds helped pay for office supplies, phone charges, postages, and salaries. The net amount due to these stores totaled $1,347,324 and $1,370,830 as of June 30, 2012 and December 31, 2011, respectively. The amounts are non-interest bearing and due out of available cash flows of the Company. Additionally, the Company has the right to offset the administrative/accounting support against the funds received from these stores.

Both the Company’s President and his brother have continued to defer half of their monthly salaries until the Company is in a more positive financial state.  The amounts deferred for the six months ended June 30, 2012 are $85,000 and $53,125, respectively.

Notes and Interest Payable to Related Parties:

The Company has various notes and interest payable to the following entities as of June 30, 2012, and December 31, 2011, respectively:

		2012		2011
Various notes payable to the Paradise Store bearing 10% per annum and due on demand	$	3,200,149	$	3,200,149
Note payable to BE Holdings 1, LLC, owned by the chairman of the board, bearing 10% per annum and due on demand		100,000		100,000
Various notes payable to SAGS, bearing 10% per annum and due on demand		693,846		693,846
Various notes payable to the District Store, bearing 10% per annum and due on demand		85,000		85,000
Note payable to BE, III bearing 10% per annum and due on demand		200,500		105,500
		---------------		----------------
Total	$	4,279,495	$	4,184,495
		=========		=========

All maturities of related party notes payable and the related accrued interest payable as of June 30, 2012 are due and payable upon demand. As of June 30, 2012, the Company has no loans or other obligations with restrictive debt or similar covenants.

On June 15, 2009, the Company entered into a “Stock Transfer Agreement” with St. Andrews Golf, Ltd. a Nevada limited liability company, which is wholly-owned by Ronald Boreta, our chief executive officer and John Boreta, a principal shareholder of the Company. Pursuant to this agreement, we agreed to transfer a 49% interest in our wholly owned subsidiary, AAGC as a partial principal payment in the amount of $600,000 on the Company’s outstanding loan due to St. Andrews Golf Shop, Ltd. In March 2009, the Company engaged the services of an independent third party business valuation firm, Houlihan Valuation Advisors, to determine the fair value of the business and the corresponding minority interest. Based on the Minority Value Estimate presented in connection with this appraisal, which included valuations utilizing the income, market and transaction approaches in its valuation methodology, the fair value of a 49% interest totaled $600,000.

As of June 30, 2012 and December 31, 2011, accrued interest payable - related parties related to the notes payable - related parties totaled $4,764,361 and $4,550,848, respectively.

Lease to SAGS

The Company subleases space in the clubhouse to SAGS. Base rent includes $13,104 per month through July 2012 with a 5% increase for each of two 5-year options to extend in July 2012 and July 2017. For the six month ending June 30, 2012 and 2011, the Company recognized rental income totaling $78,624 and $78,624, respectively.

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Related party transactions (Details Text) (USD $)	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2011	Jun. 30, 2009	Dec. 31, 2011
Amounts allocated to these related parties by the Company approximated $41,741 and $54,666 for the six months ended June 30, 2012 and 2011, respectively	$ 41,741	$ 54,666
The net amount due to Stores	1,347,324			1,370,830
Related Party Transaction			Pursuant to this agreement, we agreed to transfer a 49% interest in our wholly owned subsidiary, AAGC as a partial principal payment in the amount of $600,000 on the Company’s outstanding loan due to St. Andrews Golf Shop, Ltd. In March 2009, the Company engaged the services of an independent third party business valuation firm, Houlihan Valuation Advisors, to determine the fair value of the business and the corresponding minority interest.
Related Party Accrued Interest Payable	4,764,361			4,550,848
Base Monthly Rent from SAGS	The Company subleases space in the clubhouse to SAGS. Base rent includes $13,104 per month through July 2012 with a 5% increase for each of two 5-year options to extend in July 2012 and July 2017. The Company subleases space in the clubhouse to SAGS. Base rent includes $13,104 per month through July 2012 with a 5% increase for each of two 5-year options to extend in July 2012 and July 2017.
Lease Income from SAGS	78,624	78,624
President
Defered Salary to Related Party	85,000
President’s Brother
Defered Salary to Related Party	$ 53,125