<PAGE>
                 U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
   
                               FORM 10-QSB/A
                              Amendment No. 1
    
         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

            For the quarterly period ended September 30, 1996

                     Commission File Number: 0-17436

                   LAS VEGAS DISCOUNT GOLF & TENNIS, INC.
    ----------------------------------------------------------------
    (Exact name of small business issuer as specified in its charter)

          Colorado                                      84-1034868       
----------------------------                ---------------------------------
(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)

     5325 South Valley View Boulevard, Suite 10, Las Vegas, Nevada  89118
     --------------------------------------------------------------------
          (Address of principal executive offices including zip code)

                              (702) 798-7777
                        --------------------------
                        (Issuer's telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act 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___

As of November 11, 1996, 5,319,008 shares of common stock, no par value per
share, were outstanding.

Transitional Small Business Disclosure Format (check one): Yes___     No X
<PAGE>
   
          LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
                      NOTES TO FORM 10-QSB/A

This amendment to the Las Vegas Discount Golf & Tennis, Inc. quarterly report on
Form 10-QSB/A for the quarterly period ended September 30, 1996 makes adjust-
ments to the previously reported results of operations and financial 
position for the following:

1.     Deferral of a royalty advance received by the Company in 1995 and 1996
       pursuant to an agreement with a credit card company previously recog-
       nized into income in 1995.  The deferral and recognition into income
       of the royalty advance over the term of the agreement (five years) re-
       duces the previously reported loss in the quarter and nine months ended
       September 30, 1996 as follows:

       QUARTER ENDED SEPTEMBER 30, 1996       AS REPORTED       AS RESTATED
       --------------------------------       -----------       -----------
       Net Loss                               $  (73,000)       $  (69,000)
       Loss Per Share                         $     (.01)       $     (.01)

       NINE MONTHS ENDED SEPTEMBER 30, 1996
       ------------------------------------
       Net Loss                               $ (348,000)       $ (335,000)
       Loss Per Share                         $     (.07)       $     (.06)
    
                       INDEX TO FINANCIAL STATEMENTS                           
              
PART I:  FINANCIAL INFORMATION                                     Page No.

Item 1.  Financial Information:

         Unaudited Condensed Consolidated Balance Sheets             3-4
         Unaudited Condensed Consolidated Statements of Income        5
         Unaudited Condensed Consolidated Statements of Cash Flows    6
         Notes to Unaudited Condensed Consolidated Financial
         Statements                                                  7-8

Item 2.  Management's Discussion and Analysis and
         Plan of Operations                                          9-11

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings                                            11
Item 2.  Changes in Securities                                        11
Item 3.  Defaults Upon Senior Securities                              11
Item 4.  Submission of Matters to a Vote of Security Holders          11
Item 5.  Other Information                                            11
Item 6.  Exhibits and Reports on Form 8-K                             11

         Signatures                                                   12
                               -2-
<PAGE>
         LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
             UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                  ASSETS
                                             September 30,   December 31,
                                                  1996           1995
                                              -----------    -----------
                                              (Unaudited)    (As Restated)
CURRENT ASSETS:

  Cash and cash equivalents                   $ 3,754,000     $1,043,000
  Accounts receivable from franchisees, net       485,000        422,000
  Lease termination receivable                  3,123,000      3,000,000
  Inventories                                   3,018,000      2,588,000
  Prepaid expenses and other                       73,000        696,000

    Total current assets                       10,453,000      7,749,000

FURNITURE, EQUIPMENT AND 
  LEASEHOLD IMPROVEMENTS, NET                   1,995,000      1,522,000

OTHER ASSETS                                       45,000        140,000

                                              $12,493,000     $9,411,000

NOTE:  The balance sheet at December 31, 1995 has been taken from the audited  
       financial statements at that date and condensed.

The accompanying notes are an integral part of these condensed consolidated
financial statements.
                               -3-
<PAGE>
         LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
             UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                  LIABILITIES AND STOCKHOLDERS' EQUITY

                                               September 30,      December 31,
                                                   1996               1995
                                                ----------        -----------
                                                (Unaudited)       (As Restated)
CURRENT LIABILITIES:

  Line of credit                                $  468,000        $        0
  Current portion of long-term debt                 14,000                 0
  Accounts payable and accrued expenses          3,095,000         3,872,000
  Deferred franchise fees                          182,000           120,000

    Total current liabilities                    3,759,000         3,992,000

LONG-TERM DEBT                                      30,000                 0

NOTE PAYABLE TO SHAREHOLDER                        651,000           663,000

DEFERRED INCOME TAX LIABILITY                      743,000           743,000

MINORITY INTEREST                                3,418,000         1,214,000

DEFERRED INCOME                                     98,000           117,000

STOCKHOLDERS' EQUITY:

  Preferred stock                                1,452,000             5,000
  Common stock                                   3,871,000         3,871,000
  Accumulated deficit                           (1,529,000)       (1,194,000)

    Total stockholders' equity                   3,794,000         2,682,000

                                               $12,493,000        $9,411,000

NOTE:  The balance sheet at December 31, 1995 has been taken from the audited
       financial statements at that date and condensed.

The accompanying notes are an integral part of these condensed consolidated
financial statements.
                               -4-
<PAGE>
          LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
                     UNAUDITED CONDENSED CONSOLIDATED
                          STATEMENTS OF INCOME

                                For the Three Months     For the Nine Months
                                Ended September 30,      Ended September 30,
                               ----------------------  ----------------------
                                  1996        1995        1996        1995
                               ----------  ----------  ----------  ----------
REVENUES:

Net merchandise sales          $1,330,000  $2,655,000  $7,741,000  $7,611,000
Franchise fees                     40,000      40,000     160,000     165,000
Royalties                         290,000     326,000     903,000     920,000
Other                              56,000      92,000     190,000     169,000

  Total revenues                1,716,000   3,113,000   8,994,000   8,865,000

EXPENSES:

Cost of sales                     802,000   1,919,000   5,853,000   5,931,000
Selling, general and
  administrative                1,028,000   1,112,000   3,456,000   2,925,000
Golf centers and driving
  range development costs           6,000           0     207,000           0

  Total expenses                1,836,000   3,031,000   9,516,000   8,856,000

INCOME (LOSS) BEFORE
  PROVISION FOR INCOME
  TAXES AND MINORITY INTEREST    (120,000)     82,000    (522,000)      9,000

PROVISION FOR INCOME TAXES              0           0           0           0

INCOME (LOSS) BEFORE
  MINORITY INTEREST              (120,000)     82,000    (522,000)      9,000 

MINORITY INTEREST                  51,000      (1,000)    187,000      50,000

NET INCOME (LOSS)             $   (69,000) $   81,000  $ (335,000) $   59,000

INCOME (LOSS) PER
  COMMON SHARE:               $      (.01) $      .02  $     (.06) $      .01

The accompanying notes are an integral part of these condensed consolidated
financial statements.
                               -5-
<PAGE>
         LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
                    UNAUDITED CONDENSED CONSOLIDATED

                        STATEMENTS OF CASH FLOWS
                                                      For the Nine Months 
                                                      Ended September 30,
                                                     --------------------
                                                      1996          1995
                                                  ------------  ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                               $  (335,000)  $    59,000 

  Adjustments to reconcile net income to net
    cash provided by operating activities:
 
      Minority interest                              (187,000)      (50,000)
      Depreciation and amortization                    81,000        35,000

  Changes in assets and liabilities:

    (Increase) decrease in accounts receivable        (63,000)       74,000
    Increase in lease termination receivable         (123,000)   (2,484,000)
    (Increase) in inventory                          (430,000)     (830,000)
    (Increase) decrease in prepaid expenses
      and other                                       623,000       (17,000)
    (Increase) decrease in other assets                95,000      (617,000)
    Increase (decrease) in accounts payable          (323,000)    1,206,000
    Increase in deferred franchise fees                62,000        30,000
    Decrease in deferred income                       (19,000)            0

Net cash provided(used) by operating activities      (619,000)   (2,594,000)

CASH FLOWS FROM INVESTING ACTIVITIES:
  Capital expenditures                             (1,093,000)     (250,000)
  Refund development costs                             85,000             0
  Decrease in other assets                                  0        24,000

Net cash flows used by investing activities        (1,008,000)     (226,000)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net borrowings from line of credit                  468,000             0
  Proceeds from long-term debt                         45,000             0
  Payment on long-term debt                            (1,000)     (140,000)
  Principal payment on shareholder note payable       (12,000)            0
  Proceeds from sale of preferred stock             4,000,000             0
  Preferred stock issuance costs                     (162,000)            0
  
Net cash provided(used) by financing activities     4,338,000      (140,000)

NET INCREASE (DECREASE) IN CASH AND
   CASH EQUIVALENTS                                 2,711,000    (2,960,000)

CASH AND CASH EQUIVALENTS - Beginning of period     1,043,000     3,586,000

CASH AND CASH EQUIVALENTS - End of period         $ 3,754,000   $   626,000

The accompanying notes are an integral part of these condensed consolidated
financial statements.
                               -6-
<PAGE>
          LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1.   CONDENSED FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without
audit.  In the opinion of management, all adjustments (which include only normal
recurring adjustments) necessary to present fairly the financial position,
results of operations and cash flows at September 30, 1996 and for all periods
presented have been made.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted.  It is suggested that these condensed
consolidated financial statements be read in conjunction with the financial
statements and notes thereto included in the Company's December 31, 1995 audited
financial statements.  The results of operations for the periods ended September
30, 1996 and 1995 are not necessarily indicative of the operating results for 
the full year.

Certain 1995 amounts have been reclassified to conform with 1996 classifica-
tions.  Net merchandise sales and cost of sales have each been reduced to 
reflect intercompany sales of $767,000 for the nine months and $261,000 for 
the three months ending September 30, 1995.  Such reclassifications had no 
effect on reported net income.  

NOTE 2.  STATEMENT OF CASH FLOWS

For the purposes of the statements of cash flows, the Company considers all
highly liquid debt investments purchased with a maturity of three months or less
to be cash equivalents.

Supplemental disclosures of cash flow information:

Cash paid during the nine months ended on:
                                                   September 30,
                                                  1996       1995     
                                                -------------------
          Interest                              $58,000     $46,000
          Income taxes                          $     0     $ 1,000

Non cash investing and financing activities:  None.

NOTE 3.  LEASE

On July 22, 1996, All-American SportPark, Inc., a subsidiary of Saint Andrews
Golf Corporation executed a 15 year (two 5 year options) ground lease for 65
acres of vacant land for the development of the company's first All-American
SportPark project.  Future minimum lease payments for the next five years 
follow:
                    Year  1   $625,000
                          2    625,000
                          3    625,000
                          4    625,000
                          5    625,000

                               -7-
<PAGE>
          LAS VEGAS DISCOUNT GOLF & TENNIS, INC. AND SUBSIDIARIES
      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Continued)

NOTE 4.  RELATED PARTY TRANSACTIONS

Las Vegas Retail - related party purchases inventory at cost from the Company. 
Such purchases amounted to $1,096,000 and $434,000 for the nine months ended
September 30, 1996 and 1995, respectively.

NOTE 5.  PREFERRED STOCK ISSUANCE

On July 29, 1996, Saint Andrews Golf Corporation ("SAGC") sold 500,000 shares of
its newly designated Series A Convertible Preferred Stock to Three Oceans Inc.
("TOI"), an affiliate of Sanyo North America Corporation, for $5,000,000. As of
September 30, 1996, TOI has paid $4,000,000 for 400,000 shares.  The additional
100,000 shares were issued and paid for on October 27, 1996.  SAGC is using 
these proceeds, less the $162,000 estimated cost of issuance, to develop its
subsidiary, All-American SportPark, Inc.

Each share of the Series A Convertible Preferred Stock issued to TOI is
convertible into one share of SAGC's Common Stock at any time.  The Series A
Convertible Preferred Stock has a liquidation preference of $10 per share and 
the holder is entitled to receive dividends equal to any declared on SAGC's 
Common Stock.  Under certain circumstances, SAGC may redeem the Series A Con-
vertible Preferred Stock at a redemption price of $12.50 per share.  Each 
share of Series A Convertible Preferred Stock is entitled to one vote and 
will vote along with the holders of SAGC's Common Stock.

Pursuant to the term of the Agreement, TOI also received an option to purchase
up to 250,000 shares of SAGC's Common Stock at $5.00 per share at any time until
July 29, 2001.

The Agreement provides for certain demand and piggyback registration rights with
respect to the shares of Common Stock issuable upon the conversion of the Series
A Convertible Preferred Stock and the exercise of the option.

Pursuant to the Agreement, SAGC expanded the number of Directors of SAGC from
four to five, and elected Hideki Yamagata as a Director of SAGC.  Mr. Yamagata
is president of Three Oceans Inc.

In connection with the initial closing of the Agreement, SAGC granted TOI cer-
tain first refusal rights with respect to debt and/or equity financing ar-
rangements for SportParks developed by SAGC's subsidiary All-American Sport-
Park, Inc. and any arrangements to obtain electrical and electronic equipment
for such SportParks.  In addition, SAGC granted TOI and its designees cer-
tain signage rights at All-American SportPark, Inc.'s first two SportParks.
                               -8-
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

SEASONALITY

Las Vegas Discount Golf & Tennis, Inc.'s (the "Company") business is seasonal. 
The Company typically experiences sales peaks in the Spring and pre-Christmas
seasons.  Accordingly, the results of interim periods may not be indicative of
results for the full year.

RESULTS OF OPERATIONS

NINE MONTHS ENDED SEPTEMBER 30, 1996, COMPARED TO NINE MONTHS ENDED SEPTEMBER 
30, 1995

During the nine months ended September 30, 1996, the Company had a net loss of
$348,000 as compared to a net income of $59,000 for the same period in 1995. 
Total revenues for the first nine months of 1996 increased by approximately
$110,000 (1%) as compared to the same period in 1995.  The increase in revenues
was primarily attributable to a $130,000 increase in merchandise sales which was
partially offset by a $20,000 net decrease in other revenue categories. 
Royalties declined $17,000 (2%) to $903,000, primarily due to lower sales at the
franchisee level in the third quarter.  Management believes the lower sales in
the third quarter of 1996 were temporary declines due to poor weather during
September in the Canadian provinces, the relocation of two Canadian stores, and
an unexpected sales decline during the three weeks of the Olympic Games.

Cost of Sales as percentage of merchandise sales decreased from 78% in 1995 to
76% in 1996 as a result of a shift in product mix to items with higher average
profit margins.

Selling, general and administrative expenses increased by $531,000 (18%) in 1996
as compared to 1995, primarily attributable to the expenses of operating the two
new company owned stores in Encino and Westwood, California.  These stores were
opened April 1995 and August 1995 respectively, resulting in increased expenses
for the first two quarters of 1996 as compared to the first two quarters of 
1995.  See discussion under Three Months Ended September 30, 1996 for decline
in third quarter expenses.  Research and development expenses increased 
$207,000 due to expenditures for All-American SportPark, Inc.

RESULTS OF OPERATIONS

THREE MONTHS ENDED SEPTEMBER 30, 1996, COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1995

During the three months ended September 30, 1996, the Company had a net loss of
$73,000 as compared to a net profit of $81,000 for the same period in 1995. 
Total revenues for the third quarter of 1996 decreased by approximately
$1,403,000 (45%) as compared to the same period in 1995.  The decrease in
revenues was primarily attributable to a $1,325,000 decrease in merchandise 
sales coupled with a $78,000 net decrease in other revenue categories.  
Management believes the decrease in merchandise sales in the third quarter 
1996 resulted from temporary declines due to poor weather during September 
in the Canadian provinces, relocation of two Canadian Stores, and an unex-
pected sales decline during the three weeks of the Olympic Games.  Royalties 
decreased $36,000(10%) in the third quarter to $290,000 primarily due to 
lower sales at the franchise level for the reasons discussed above.
                               -9-
<PAGE>
Cost of Sales as percentage of merchandise sales decreased from 72% in 1995 to
60% in 1996 as a result of a shift in product mix to items with higher average
profit margins.

Selling, general and administrative expenses decreased by $84,000 (8%) in 1996
as compared to 1995 due to settlement of the Saint Andrews Golf Corporation's
(SAGC) ground lease lawsuit.  In anticipation of the settlement on October 1,
1996 SAGC reclassified $123,000 of legal fees expensed during 1996.

LIQUIDITY AND CAPITAL RESOURCES

At September 30, 1996, the Company had working capital of approximately
$7,693,000 compared to $3,757,000 at December 31, 1995.  The increase was due to
the sale of preferred stock by the Company's majority-owned subsidiary.

Cash increased from $1,043,000 at December 31, 1995 to $3,754,000 at September
30, 1996.  This increase in cash was primarily attributable to financing
activities with a $3,838,000 increase from the issuance of preferred stock by
Saint Andrews Golf Corporation and a $500,000 net increase in borrowings.  These
financing activities were offset by $619,000 of cash used by operations pri-
marily due to the net loss and an increase in inventory.  Cash flows from 
investing activities used $1,008,000 as a result of $1,093,000 of capital 
expenditures during the nine months which were primarily related to the All-
American SportPark, Inc. subsidiary, which was slightly offset by a $85,000 
refund for returned items on the development of the golf/sports park develop-
ment (referred to under "Legal Proceedings" in this Report).

The Company's sources of working capital include its current cash balance, cash
flows from operating activities, a $400,000 bank line of credit and the issuance
of 500,000 shares of Series A Convertible Preferred Stock by St. Andrews Golf
Corporation. On July 29, 1996, Saint Andrews Golf Corporation ("SAGC") sold
500,000 shares of its newly designated Series A Convertible Preferred Stock to
Three Oceans Inc. ("TOI"), an affiliate of Sanyo North America Corporation, for
$5,000,000.  As of September 30, 1996, TOI had paid $4,000,000 for 400,000
shares.  The additional 100,000 shares were issued for $1,000,000 on October 27,
1996.  SAGC is using these proceeds, less the $162,000 estimated cost of
issuance, to develop its subsidiary, All-American SportPark, Inc.

Management believes that these sources of cash will be adequate to fund
operations throughout the balance of 1996.

Working capital requirements are the greatest in the first and fourth quarters
as the Company increases inventories to meet demands for the Spring and pre-
Christmas seasons.  Since certain Company Brands inventory items have a longer
ordering cycle and will require the Company to stock increasing levels of such
items as the demand of franchisees increases, the Company believes it will need
greater working capital to finance inventory requirements.

                          PART II - OTHER INFORMATION

Item 1.  LEGAL PROCEEDINGS

In May of 1994, SAGC entered into a Ground Lease (the "Lease") for approximately
33 acres of land on Las Vegas Boulevard which it intended to use for the
development of a golf/sports park.  The lease contained provisions which allowed
the lessor to terminated the lease within the first 6 years of the 15 year lease
                               -10-
<PAGE>
term in the event that the lessor entered into a sale of the property as long as
the intended use of the property after the sale was not a golf/sports park as
contemplated by SAGC.

In June 1995 the lessor notified SAGC that it had entered into a sale agreement
for the parcel and that it was exercising its right of termination.  Pursuant to
cancellation provisions contained within the Lease, SAGC was entitled to
reimbursement of unamortized construction costs which it incurred, based upon
the criterion contained within the lease, up to an aggregate amount of $3.5 
million.

Upon notification of the Lease termination, SAGC ceased construction activities
and submitted substantiation for construction costs totaling approximately $3.9
million.  Utilizing applicable formulas derived from the Lease SAGC believed
that, based on the maximum expenditures available for reimbursement of $3.5
million, $3,279,465 in costs were reimbursable by the purchaser.  The purchaser
reviewed such support and indicated that he believed that only a portion of the
construction costs submitted were reimbursable within the context of the Lease
agreement.

On February 27, 1996 SAGC filed a complaint against the purchaser with the
District Court, Clark County, Nevada, against the purchaser of the parcel
seeking an unspecified amount of compensatory damages, punitive damages,
attorney fees and costs.

In October 1996, a settlement of $3,217,500 was reached and paid to SAGC.

Item 2.  CHANGES IN SECURITIES - None.

Item 3.  DEFAULTS UPON SENIOR SECURITIES - None.
 
Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS - None.

Item 5.  OTHER INFORMATION - None.

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K.

    (a)  Exhibit 27 - Financial Data Schedule:  Filed herewith electronically

    (b)  Reports on Form 8-K.
         None.
                               -11-
<PAGE>
                                  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.
                                    LAS VEGAS DISCOUNT GOLF & TENNIS, INC.     
                           
                                    By /s/ Voss Boreta
                                       Voss Boreta, President
                                       and Chief Financial Officer
Date: March 26, 1997
                               -12-
<PAGE>
                               EXHIBIT INDEX
EXHIBIT                                              METHOD OF FILING
-------                                        -----------------------------
  27.    FINANCIAL DATA SCHEDULE               Filed herewith electronically