U.S. SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549


                                FORM 10-QSB


           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934


              For the quarterly period ended September 30, 2001




                       Commission File Number: 0-24970


                        ALL-AMERICAN SPORTPARK, INC.
      -----------------------------------------------------------------
      (Exact name of small business issuer as specified in its charter)




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


          6730 South Las Vegas Boulevard, Las Vegas, Nevada  89119
     --------------------------------------------------------------------
         (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 14, 2001, 3,150,000 shares of common stock were outstanding.

Transitional Small Business Disclosure Format (check one): Yes___     No X




                       ALL-AMERICAN SPORTPARK, INC.
                               FORM 10-QSB
                                 INDEX
                                                              Page Number
PART I:  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements:

         Consolidated Balance Sheets
         September 30, 2001 and December 31, 2000                  3

         Consolidated Statements of Operations
         Three Months Ended September 30, 2001 and 2000            5

         Consolidated Statements of Operations
         Nine Months Ended September 30, 2001 and 2000             6

         Consolidated Statements of Cash Flows
         Nine Months Ended September 30, 2001 and 2000             7

         Notes to Consolidated Financial Statements                8

Item 2.  Management's Discussion and Analysis
         Of Financial Condition and Results of Operations         13

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings                                        18

Item 2.  Changes in Securities                                    18

Item 3.  Defaults Upon Senior Securities                          18

Item 4.  Submission of Matters to a Vote of Security
         Holders                                                  18

Item 5.  Other Information                                        18

Item 6.  Exhibits and Reports on Form 8-K                         18

SIGNATURES                                                        19
















                                       2



                 ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


ASSETS
                                              SEPTEMBER 30,     DECEMBER 31,
                                                  2001              2000
                                              -------------     ------------
                                              (UNAUDITED)

Current assets:
  Cash and cash equivalents                    $  109,610       $  150,556
  Accounts receivable                              34,131           28,150
  Prepaid expenses and other                       85,512           65,189
                                               ----------       ----------
     Total current assets                         229,253          243,895

Leasehold improvements and equipment, net         903,489          945,002
Due from affiliated stores                        174,392          138,661
Note receivable - related party                    20,000           20,000
Due from other related entities                    38,282           48,500
Other assets                                        9,823           24,714
Net assets of discontinued segment                152,879          412,104
                                               ----------       ----------
     Total assets                              $1,528,118       $1,832,876
                                               ==========       ==========





























The accompanying notes are an integral part of these consolidated financial
statements.

                                       3

                 ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                                  (CONTINUED)

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

                                              SEPTEMBER 30,     DECEMBER 31,
                                                  2001              2000
                                              -------------     ------------
                                              (UNAUDITED)
Current liabilities:
  Current portion of long-term debt            $   53,549       $   49,891
  Current portion of obligations under
    capital leases                                 16,584           15,931
  Accounts payable and accrued expenses           645,775          893,689
                                              -----------      -----------
     Total current liabilities                    715,908          959,511

Notes and interest payable to shareholder       5,022,553        4,700,561
Due to affiliated stores                          416,957          392,511
Due to other related entities                     607,067          778,461
Long-term debt, net of current portion            452,795          493,428
Obligations under capital leases, net of
  current portion                                   5,456           23,153
Deferred income                                   203,929          178,919
Deferred income tax liability                      94,009             -
                                              -----------      -----------
     Total liabilities                          7,518,674        7,526,544
                                              -----------      -----------
Minority interest                                 366,963             -
                                              -----------      -----------

Shareholders' equity (deficit):
  Series A Convertible Preferred Stock, $.001
   par value, 500,000 shares issued and
   outstanding at December 31, 2000                  -           4,740,000
  Series B Convertible Preferred Stock, $.001
   par value, 250,000 shares issued and
   outstanding                                  2,500,000        2,500,000
  Options issued in connection with Series A
    Convertible Preferred Stock to purchase
    250,000 shares of Common Stock                   -             260,000

  Options issued in connection with
    financing                                     174,000          174,000

  Common Stock, $.001 par value, 10,000,000
    shares authorized, 3,150,000 shares issued
    and outstanding                                 3,150            3,150
  Additional paid-in capital                    8,708,123        3,695,745
  Accumulated deficit                         (17,742,792)     (17,066,563)
                                              -----------      -----------
     Total shareholders' equity (deficit)      (6,357,519)      (5,693,668)
                                              -----------      -----------
      Total liabilities and shareholders'
      equity                                  $ 1,528,118      $ 1,832,876
                                              ===========      ===========

The accompanying notes are an integral part of these consolidated financial
statements.

                                       4


                 ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                  (UNAUDITED)

                                                  2001              2000
                                              -------------     ------------
Revenues:
   Callaway Golf Center[TM]                   $   592,156      $   596,194
   Other                                            3,242            6,848
                                              -----------      -----------
         Total revenues                           595,398          603,042

Cost of revenues:
   Callaway Golf Center[TM]                        84,704           92,084
                                              -----------      -----------
         Gross profit                             510,694          510,958
                                              -----------      -----------
Operating expenses:
   Selling, general and administrative            553,828          526,791
   Depreciation and amortization                   22,128           22,376
                                              -----------      -----------
         Total operating expenses                 575,956          549,167
                                              -----------      -----------
Operating loss                                    (65,262)         (38,209)

Interest expense, net                            (128,496)         (53,456)
                                              -----------      -----------

         Loss from continuing operations
          before minority interest               (193,758)         (91,665)

Minority interest                                    (860)            -
                                              -----------      -----------
         Net loss from continuing operations     (194,618)         (91,665)

DISCONTINUED OPERATIONS:
  Loss from disposal of discontinued segment         (608)            -
  Loss from discontinued operations of
    SportPark business                               -            (725,616)
                                              -----------      -----------
Loss from discontinued operations                    (608)        (725,616)
                                              -----------      -----------
         Net loss                             $  (195,226)     $  (817,281)
                                              ===========      ===========

NET LOSS PER SHARE:
  Basic and diluted:
    Loss from continuing operations           $     (0.06)     $     (0.03)
    Loss from discontinued operations               (0.00)           (0.23)
                                              -----------      -----------
   Net loss per share                         $     (0.06)     $     (0.26)
                                              ===========      ===========

The accompanying notes are an integral part of these consolidated financial
statements.

                                       5


                 ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                  (UNAUDITED)

                                                  2001              2000
                                              -------------     ------------

Revenues:
   Callaway Golf Center[TM]                    $1,875,596       $1,832,786
   Other                                            3,242           23,466
                                              -----------      -----------
         Total revenues                         1,878,838        1,856,252

Cost of revenues:
   Callaway Golf Center[TM]                       254,895          289,454
                                              -----------      -----------
         Gross profit                           1,623,943        1,566,798
                                              -----------      -----------

Operating expenses:
   Selling, general and administrative          1,580,698        1,581,868
   Depreciation and amortization                   67,298           76,381
                                              -----------      -----------
         Total operating expenses               1,647,996        1,658,249
                                              -----------      -----------
Operating loss                                    (24,053)         (91,451)

Interest expense, net                            (384,934)        (159,537)
                                              -----------      -----------
         Loss from continuing operations
          before minority interest               (408,987)        (250,988)

Minority interest                                  (6,610)               -
                                              -----------      -----------
         Net loss from continuing operations     (415,597)        (250,988)

DISCONTINUED OPERATIONS:
  Loss from disposal of discontinued segment     (260,632)            -
  Loss from discontinued operations of
    SportPark business                               -          (2,210,723)
                                              -----------      -----------
Loss from discontinued operations                (260,632)      (2,210,723)
                                              -----------      -----------
         Net loss                             $  (676,229)     $(2,461,711)
                                              ===========      ===========

NET LOSS PER SHARE:
  Basic and diluted:
    Loss from continuing operations           $     (0.13)     $     (0.08)
    Loss from discontinued operations               (0.08)           (0.70)
                                              -----------      -----------
  Net loss per share                          $     (0.21)     $     (0.78)
                                              ===========      ===========

The accompanying notes are an integral part of these consolidated financial
statements.

                                       6

                 ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
                                  (UNAUDITED)

                                                  2001              2000
                                              -------------     ------------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                    $  (676,229)     $(2,461,711)
    Adjustment to reconcile net loss to net
     cash provided by operating activities
     of continuing operations:
    Minority interest                               6,610             -
    Loss from discontinued operations             260,632        2,210,723
    Common stock issued for services                 -             131,322
    Depreciation and amortization                  67,298           76,381
    Gain on sale of equipment                        -              (1,741)
  Changes in operating assets and liabilities:
    Increase in accounts receivable                (5,981)         (14,081)
    Increase in prepaid expenses and other         (5,432)          (7,937)
    Increase in accounts payable and accrued
     expenses                                     223,826          480,309
    Increase in interest payable to shareholder
      and affiliated store                        341,864          117,887
    Increase (decrease) in deferred income         25,010          (16,913)
                                              -----------      -----------
     Net cash provided by operating activities
       of continuing operations                   237,598          514,239
                                              -----------      -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of equipment                    -              32,500
  Leasehold improvements expenditures             (25,785)         (31,256)
                                              -----------      -----------
     Net cash provided by (used in)
      investing activities of continuing
      operations                                  (25,785)           1,244
                                              -----------      -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in due to affiliated stores
   and other related entities                    (192,333)        (276,880)
  Cash paid to redeem preferred stock              (5,000)            -
  Principal payments on notes payable and
   capital leases                                 (54,019)         (59,866)
                                              -----------      -----------
     Net cash used in financing activities
       of continuing operations                  (251,352)        (336,746)
                                              -----------      -----------
NET CASH USED IN DISCONTINUED OPERATIONS           (1,407)        (118,883)

NET INCREASE (DECREASE) IN CASH AND CASH
 EQUIVALENTS                                      (40,946)          59,854
                                              -----------      -----------
CASH AND CASH EQUIVALENTS, beginning of
 period                                           150,556          118,796
                                              -----------      -----------
CASH AND CASH EQUIVALENTS, end of period      $   109,610      $   178,650
                                              ===========      ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                      $    45,724      $    59,685
                                              ===========      ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock issued in exchange for
    consulting services                       $      -         $   175,095
                                              ===========      ===========
  Capital lease obligations transferred in
    connection with sale of equipment         $      -         $    72,081
                                              ===========      ===========
  Land lease obligation exchanged for
    common stock of subsidiary                $   471,740      $      -
                                              ===========      ===========


The accompanying notes are an integral part of these consolidated financial
statements.

                                       7



             ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
          NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


1.  CONSOLIDATED FINANCIAL STATEMENTS

    The accompanying unaudited consolidated financial statements include the
accounts of All-American Sportpark, Inc. ("AASP"), a Nevada corporation, and
its subsidiaries, All-American Golf Center, Inc. ("AAGC"), and Sportpark Las
Vegas, Inc. ("SPLV"), (collectively the "Company").  All significant
inter-company accounts and transactions have been eliminated.  The
discontinued operations of the All-American SportPark facility are included in
SPLV.  The continuing operations of the Callaway Golf Center ("CGC") are
included in AAGC.

     The accompanying financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange
Commission relating to interim financial statements.  Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted.  In the opinion of management, all necessary adjustments
have been made to present fairly, in all material respects, the financial
position, results of operations and cash flows of the Company at September 30,
2001 and for all periods presented.

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that may require revision in future periods.

     Certain reclassifications have been made to amounts in the 2000
statements of operations and of cash flows to conform to the 2001
presentation.

     These consolidated financial statements should be read in conjunction
with the audited financial statements included in the Company's Annual Report
on Form 10-KSB for the year ended December 31, 2000, from which the
information presented as of December 31, 2000 is derived.

     The Company's continuing operations consist of the Callaway Golf Center
located on 42 acres of land on the south end of the Las Vegas "Strip".  The
Callaway Golf Center includes the Divine Nine par 3 golf course fully lighted
for night golf, a 110-tee two-tiered driving range which has been ranked the
Number 2 golf practice facility in the United States since it opened in
October 1997, a 20,000 square foot clubhouse which includes three tenants: the
Saint Andrews Golf Shop, the Giant Golf teaching academy, and the Bistro 10
restaurant and bar.

      As of September 30, 2001, Sports Entertainment Enterprise, Inc.
("SPEN"), a publicly traded company, owns approximately 63.5% of the Company's
outstanding common stock and 100% of the Company's outstanding preferred stock
which, combined, represents approximately 71.4% ownership of the Company.






                                       8


2.   DISCONTINUED OPERATIONS

     The Company developed a concept for family-oriented sports-themed
amusement venues named "All-American SportPark" ("SportPark" or "SPLV").  The
SportPark opened for business on October 9, 1998 and operated on 23 acres
adjacent to the Callaway Golf Center. The SportPark included NASCAR SpeedPark,
Major League Baseball Slugger Stadium, the 100,000 square foot Arena Pavilion
which housed the Pepsi AllSport Arena, "The Rock" 47-foot rock climbing wall,
an 8,000 square foot arcade, Indoor putting challenge, Boston Garden
restaurant and bar, Skybox suites and several other interactive experiences
and retail shops.

     As of December 31, 2000, management of the Company formalized a plan to
dispose of the SportPark facility because (1) historically, the property had
sustained substantial losses, and (2) it was not expected that future results
would improve without substantial capital investment; the Company did not have
the resources to make such an investment.  As part of this plan, effective
January 2, 2001, the SportPark was closed to the general public, although it
continued to operate on a limited basis for group parties and special events
through May 31, 2001.

     On June 1, 2001, the Company completed a transaction pursuant to a
Restructuring and Settlement Agreement with Urban Land of Nevada, Inc. (the
"Landlord") to terminate the lease relating to the SportPark, and to transfer
all of the leasehold improvements and personal property located on the
premises to the Landlord.

     As part of the agreement, the Landlord agreed to waive all liabilities of
the Company to the Landlord with respect to the SportPark, and with the
exception of a limited amount of unsecured trade payables, the Landlord agreed
to assume responsibility of all other continuing and contingent liabilities
related to the SportPark.  The Landlord also agreed to cancel all of the
Company's back rent obligations for the Callaway Golf Center for periods
through April 30, 2001.  The Callaway Golf Center remains an operating
business of the Company.

     In addition, all common stock of SPEN owned by the Company's Chairman,
its President and a related entity that had been pledged to and held by the
Landlord pursuant to the original SportPark financing (see Note 3) has been
returned unencumbered.

     As part of the transaction, the Company issued the Landlord a 35 percent
ownership interest in AAGC.  In connection with the issuance of the 35 percent
interest in AAGC to the Landlord, the Company, AAGC and the Landlord entered
into a Stockholders Agreement that provides certain restrictions and rights on
the AAGC shares issued to the Landlord.  The Landlord is permitted to
designate a non-voting observer of meetings of AAGC's board of directors.  In
the event of an uncured default of the lease for the CGC, so long as the
Landlord holds a 25% interest in AAGC, the Landlord will have the right to
select one director of AAGC.  As to matters other than the election of
Directors, the Landlord has agreed to vote its shares of AAGC as designated by
the Company.

     In regard to the Restructuring and Settlement Agreement, the Company
recorded $360,353 as Minority Interest in the accompanying consolidated
balance sheet for 2001 representing the Landlord's 35% interest in AAGC as of
June 1, 2001.  The difference between the amount recorded as Minority Interest

                                       9


and the amount of back rent cancelled by the Landlord of $471,740, has been
recorded as Additional Paid-in Capital, net of deferred taxes of $94,009, in
the accompanying consolidated balance sheet.  Also, because of this
transaction, the AAGC no longer qualifies to be included as part of the
Company's consolidated reporting entity for income tax purposes.  As a result,
beginning June 1, 2001, the AAGC will be subject to income taxes on a
stand-alone basis.

     As a result of the formal plan of disposal of the SportPark described
above, since December 31, 2000, the Company has accounted for its SportPark
business segment as "Discontinued Operations" in the accompanying consolidated
financial statements for all periods presented.

     The Company recorded a loss from disposal of the SportPark of $260,632 in
2001.  As of December 31, 2000, the Company had estimated there would be no
gain or loss on the disposition of the SportPark property.  The difference has
arisen mainly because net income of the SportPark business since December 31,
2000 was less than what was estimated as of December 31, 2000.

     Net assets of the Company's discontinued Sportpark business included in
the accompanying consolidated balance sheets consisted of the following:

                                              September 30,    December 31,
                                                 2001             2000
                                             --------------   -------------
     Current assets                          $    62,528      $   171,182
     Property and equipment, net                    -          14,879,510
     Other assets                                117,813          495,396
                                              ----------       ----------
                                                 180,341       15,546,088
                                              ----------       ----------
     Notes payable (See Note 3)                     -          13,080,776
     Capital lease obligations                      -             290,773
     Accounts payable and accrued liabilities     27,462        1,455,283
     Deferred income                                -             307,152
                                              ----------       ----------
                                                  27,462       15,133,984
                                              ----------       ----------
          Net assets of discontinued segment  $  152,879       $  412,104
                                              ==========       ==========

     Revenues related to discontinued operations for the nine-month periods
ended September 30, 2001 and 2000 totaled $346,033 and $2,811,181,
respectively. Revenues related to discontinued operations for the three-month
periods ended September 30, 2001 and 2000 totaled $-0- and $867,318,
respectively.

3.   DISCONTINUED SPORTPARK SEGMENT LOAN AGREEMENT

     On September 15, 1998 the Company consummated a $13,500,000 secured loan
with Nevada State Bank ("Lender").  The original term of the loan was 15 years
with interest measured at a fixed rate of 4% above the Lender's five-year
LIBOR rate measured September 1, 1998, 2003 and 2008.  The initial interest
rate through 2003 was 9.38%.  The loan was secured by substantially all the
assets of the Company that existed at the time the financing was completed and
was also secured by corporate guarantees of AASP and SPEN.  The Callaway Golf
Center was not owned by the Company at the time this financing was completed

                                      10


and therefore was not security for this loan. To facilitate this financing
transaction, the owner of the leasehold interest in the land underlying the
Sportpark ("Landlord") executed a trust deed granting a security interest in
the leased property to the Lender to secure repayment of the loan. As
consideration for the Landlord's willingness to provide collateral for the
loan, the Company's President and CEO, its Chairman, and a related entity
pledged their stock in SPEN to the Landlord.  Additionally, the Landlord was
issued 75,000 stock options exercisable at $4.00 per share through the year
2005.

     Also, the Company's Chairman pledged three parcels of land owned by him
(the "Chairman's parcels") as additional collateral to secure the loan.
Provisions in the loan agreement allowed for the reconveyance of these three
parcels to the Company's Chairman upon the SportPark achieving certain debt
service coverage milestones.

     The Company had been in default on this loan beginning September 1999
because it did not make the September 1999 loan payment and had not made any
of its scheduled loan payments since.  The Bank filed a formal notice of
default on December 22, 1999. The Company met and discussed possible
resolutions several times with the Bank's representatives to no avail.

     In July 2000, the Lender filed a notice of sale and foreclosure on the
Chairman's parcels.  In October 2000, the Company's Chairman sold the property
within which the Chairman's parcels were located and paid the Lender
$2,750,000 to fully release the obligations associated with this collateral.
The Lender applied the $2.75 million as a reduction to the outstanding
SportPark loan obligation.

     On November 13, 2000, the Company reached an agreement with the Lender
whereby the Lender agreed to release AASP and SPEN from their guarantees on
the SportPark Note Payable, a note payable on certain SportPark equipment
("Equipment Note"), and an operating lease agreement for certain SportPark
equipment ("Equipment Lease").  In exchange, AASP, SPEN, and certain other
related parties agreed to fully release the Lender and its affiliates from any
claims related to the SportPark Note Payable, Equipment Note, and Equipment
Lease.  Concurrent with the foregoing, the Landlord bought these three
obligations from the Lender for $7 million.  As a result, the Landlord became
the first lien holder on the SportPark property, and also became the lender on
the Equipment Note and Equipment Lease, with exactly the same rights that
Nevada State Bank had except that the guarantees of AASP and SPEN no longer
existed on any of these three obligations. These three obligations were
cancelled in connection with the Restructuring and Settlement Agreement
described in Note 2 above.  Also, see Note 6.

4.   LOSS PER SHARE AND SHAREHOLDER'S EQUITY

     Basic and diluted loss per share is computed by dividing the reported net
loss from continuing operations and discontinued operations by the weighted
average number of common shares outstanding during the period. The
weighted-average number of common and common equivalent shares used in the
calculation of basic and diluted loss per share were 3,150,000 and 3,136,314
for the nine month periods ended September 30, 2001 and 2000, respectively,
and 3,150,000 for the three-month periods ended September 30, 2001 and 2000.



                                       11


     In March 2001, the Company acquired all of its Series A Convertible
Preferred Stock from Three Oceans, Inc. ("TOI", an affiliate of Sanyo North
America) for $5,000.  In connection therewith, TOI's representative on the
Board of Directors resigned.  Also, all agreements and contractual obligations
between the Company and TOI were terminated.

      In April 2001, options to purchase 356,000 shares of the Company's
common stock at $3.05 per share expired unexercised.  Of these options,
325,000 were held by the Company's President.  After these options expired,
new options to purchase 325,000 shares of the Company's common stock at $0.055
per share were granted to the Company's President.  This exercise price is
equal to the mid-range value of the Company's common stock closing bid and ask
price on the date of grant.  These options are fully vested and expire on
April 30, 2006.

5.   LEASES

     The land underlying the CGC is leased to the Company at an amount per
month of $33,173.  Also, the lease has provisions for contingent rent to be
paid by the Company upon reaching certain gross revenue levels.  The lease
commenced October 1, 1997.  The term of the lease is 15 years with two
five-year renewal options. The lease has a corporate guarantee of AASP.

6.   GOING CONCERN MATTERS

     The accompanying consolidated financial statements have been prepared on
a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  As shown in the
accompanying consolidated financial statements, for the three and nine-month
periods ended September 30, 2001, the Company incurred net losses of $195,226
and $676,229, respectively. The Company has experienced cash flow problems
since September of 1999 when payments ceased being made on the SportPark loan
(see Note 2).  For the year ended December 31, 2000, the Company had a net
loss of $11,184,076 and a loss from continuing operations of $152,668.  As of
September 30, 2001, the Company had a working capital deficit of $486,655.

     As a result of the Restructuring and Settlement Agreement discussed in
Note 2 above, the Company is no longer funding cash shortfalls at the
SportPark, the Company has been released from all significant continuing and
contingent liabilities related to the Sportpark, and all back rent through
April 30, 2001 for the CGC has been cancelled.  The Company recommenced paying
its monthly rent for the CGC beginning May 2001.

     AASP Management believes that its continuing operations will be
sufficient to fund operating cash needs and debt service requirements over at
least the next twelve months.  However, if required to fund continuing
operations, management believes that additional borrowings against the
Callaway Golf Center could be arranged.  Should additional financing to fund
operations be required, the Company will explore all funding options.  There
can be no assurance that continuing operations will produce adequate cash
flows or that such lending sources would be willing, on terms acceptable to
the Company, to provide additional financing.

     The consolidated financial statements do not include any adjustments
relating to the recoverability of assets and the classification of liabilities
that might be necessary should the Company be unable to continue as a going
concern.

                                       12

7.   RELATED PARTY TRANSACTIONS

     The Company's chairman, through personal loans and through advances from
his personally owned retail store (one of the "Affiliated Stores"), has
historically loaned funds to the Company as needed.  Loans, including accrued
interest payable, from the Company's chairman and his personally owned retail
store were $5,369,218 and $5,027,354 at September 30, 2001 and December 31,
2000, respectively.  These notes were due at various dates in 2001.  These
notes have all been extended with due dates beginning in the third quarter of
2002 and ending in the fourth quarter of 2002.  The increase relates to
accrued interest payable on the note balances outstanding.  Accrued interest
payable of $811,076 at September 30, 2001, has been deferred, a practice which
is expected to continue until the maturity dates of the notes, if necessary.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

     The following information should be read in conjunction with the
Company's consolidated financial statements and related footnotes included in
this report.

OVERVIEW

     The Company's continuing operations consist of the management and
operation of a golf course and driving range property called the Callaway Golf
Center ("AAGC"). The Callaway Golf Center commenced operations on October 1,
1997; the Company sold its 80% interest in the Callaway Golf Center on May 5,
1998 and then reacquired 100% of the Callaway Golf Center on December 31,
1998.

RESULTS OF CONTINUING OPERATIONS - THREE MONTHS ENDED SEPTEMBER 30, 2001 AS
COMPARED TO THE THREE MONTHS ENDED SEPTEMBER 30, 2000

     REVENUES.  Revenues of the Callaway Golf Center ("CGC") decreased
nominally by 0.7% to $592,156 in 2001 compared to $596,194 in 2000.
Typically, third quarter revenues for CGC are steady from year to year.  This
continued to hold true in 2001 despite the tragedy of September 11 because a
large majority of the CGC business is local customers.

     COST OF REVENUES.  Cost of revenues decreased 8.0% to $84,704 in 2001
compared to $92,084 in 2000.  Cost of revenues as a percentage of revenues was
14.3% in 2001 compared to 15.4% in 2000.  This decrease is due mainly to lower
direct payroll costs in 2001 because of improved staff scheduling.

     SELLING, GENERAL AND ADMINISTRATIVE (SG&A).  These expenses consist
principally of administrative payroll, rent, professional fees and other
corporate costs. These expenses increased 5.1% to $553,828 in 2001 compared to
$526,791 in 2000.  The increase is due mainly to a combination of the
following: (1) corporate overhead decreased 19.8%, or about $20,000, due to
lower legal and professional fees because the Company was able to resolve many
outstanding legal issues in 2000, (2) SG&A for the Callaway Golf Center
increased 11.0%, or about $47,000, because of increased payroll and utility
costs.




                                       13


     INTEREST EXPENSE, NET.  Net interest expense increased to $128,496 in
2001 compared to $53,456 in 2000 due primarily to interest costs on new debt
to the Company's chairman that was incurred in the fourth quarter of 2000 in
the amount of $3,033,473.  This new debt was incurred when the Company's
chairman paid down the SportPark loan in the amount of $2.75 million and
incurred other costs associated therewith totaling $283,473.

     MINORITY INTEREST.  Minority interest represents the Landlord's 35% share
of Callaway Golf Center net income for the third quarter of 2001.  There was
no minority interest in 2000.

     NET LOSS FROM CONTINUING OPERATIONS.  Net loss from continuing operations
for 2001 was $194,618 compared to $91,665 for 2000. The increased net loss for
2000 is due mainly to increased interest expense in 2001 as described above.

     RESULTS OF CONTINUING OPERATIONS   NINE MONTHS ENDED SEPTEMBER 30, 2001
AS COMPARED TO THE NINE MONTHS ENDED SEPTEMBER 30, 2000

     REVENUES.  Revenues of the Callaway Golf Center ("CGC") increased 2.3% to
$1,875,596 in 2001 compared to $1,832,786 in 2000.  The increase is due mainly
to increased revenue from tenants because of more leased space in 2001
compared to 2000.

     COST OF REVENUES.  Cost of revenues decreased 11.9% to $254,895 in 2001
compared to $289,454 in 2000.  Cost of revenues as a percentage of revenues
was 13.6% in 2001 compared to 15.8% in 2000.  This decrease is due mainly to
lower direct payroll costs in 2001 because of improved staff scheduling.

     SELLING, GENERAL AND ADMINISTRATIVE (SG&A).  These expenses consist
principally of administrative payroll, rent, professional fees and other
corporate costs.  These expenses decreased nominally by 0.1% to $1,580,698 in
2001 compared to $1,581,868 in 2000.  The decrease is a combination of the
following: (1) corporate overhead decreased 29.7%, or about $99,000, due to
lower legal and professional fees because the Company was able to resolve many
outstanding legal issues in 2000, (2) SG&A for the Callaway Golf Center
increased 7.8%, or about $97,000, because of increased payroll, marketing, and
utility costs.

     DEPRECIATION AND AMORTIZATION.  These costs decreased 11.9% to $67,298 in
2001 compared to $76,381 in 2000 due to a lower overall depreciable base of
fixed assets in 2001 which has remained relatively constant since the second
quarter of 2000.

     INTEREST EXPENSE, NET.  Net interest expense increased to $384,934 in
2001 compared to $159,537 in 2000 due primarily to interest costs on new debt
to the Company's Chairman that was incurred in the fourth quarter of 2000 in
the amount of $3,033,473.  This new debt was incurred when the Company's
Chairman paid down the SportPark loan in the amount of $2.75 million and
incurred other costs associated therewith totaling $283,473.

     MINORITY INTEREST.  Minority interest represents the Landlord's 35% share
of Callaway Golf Center net income since June 1, 2001.  There was no minority
interest in 2000.

     NET LOSS FROM CONTINUING OPERATIONS.  Net loss from continuing operations
for 2001 was $415,597 compared to $250,988 for 2000. The increased net loss
for 2001 is due mainly to increased interest expense in 2001 as described
above.

                                       14

LIQUIDITY AND CAPITAL RESOURCES

     At September 30, 2001, the Company had a working capital deficit of
$486,655. This deficit was created primarily because of the lengthy financial
problems of the discontinued SportPark business segment.  Approximately
$157,000 of this deficit relates to deferred payroll costs attributed to the
Company's President deferring half of his salary from September 1999 through
May 2001.  The Company's President has agreed to defer receiving payment on
this deferred payroll until such time as the Company has sufficient resources
to pay it.  Beginning in June 2001, the Company's President began receiving
his full salary again.

     On September 15, 1998 the Company entered into a $13,500,000 loan
agreement with Nevada State Bank.  The loan was for 15 years with interest at
9.38%.  The loan was secured by the SportPark real and personal property as
well as corporate guarantees of the Company and its parent, SPEN.  Also, the
Landlord of the Sportpark subordinated its land underlying the SportPark to
the Lender to secure repayment of the loan.  As consideration for the Landlord
providing collateral for the loan, the Company's President, CEO and its
Chairman and a related entity pledged their stock in SPEN to the Landlord as
collateral to protect the leased property from foreclosure.  Additionally, the
Company's Chairman pledged three parcels of land owned by him (the "Chairman's
parcels") as additional collateral to secure the loan.

     The Company defaulted on the loan in September 1999; this default
continued until October and November 2000, the Bank forced the Company's
Chairman to sell the Chairman's parcels which resulted in the Chairman paying
$2.75 million to the Bank to pay down the outstanding loan balance, and the
Landlord bought the Bank Note and all rights pertaining thereto from the Bank
for $7 million.  In connection with these transactions, the corporate
guarantees of the Company and SPEN were released.  During the period of
default with the Bank, management of the Company made several attempts to
resolve the SportPark's loan default by investigating several financing
alternatives, making significant operational changes resulting in major cost
reductions, revising marketing programs, and exploring several sale/joint
venture options.  Effective January 2, 2001, the SportPark closed to the
general public although it continued to operate on a limited basis for group
parties and special events through May 31, 2001.

     On June 1, 2001, the Company completed a transaction pursuant to a
Restructuring and Settlement Agreement with Urban Land of Nevada, Inc. (the
"Landlord") to terminate the lease relating to the SportPark, and to transfer
all of the leasehold improvements and personal property located on the
premises to the Landlord.

     As part of the agreement, the Landlord agreed to waive all liabilities of
the Company to the Landlord with respect to the SportPark, and with the
exception of a limited amount of unsecured trade payables, the Landlord agreed
to assume responsibility of all other continuing and contingent liabilities
related to the SportPark.  The Landlord agreed to cancel all of the Company's
back rent obligations for the Callaway Golf Center for periods through April
30, 2001.

     In addition, all common stock of SPEN owned by the Company's Chairman,
its President and a related entity that had been pledged to the Landlord
pursuant to the original SportPark financing has been returned unencumbered.


                                       15

     As part of the transaction, the Company issued the Landlord a 35 percent
ownership interest in AAGC.  In connection with the issuance of the 35 percent
interest in AAGC to the Landlord, the Company, AAGC and the Landlord entered
into a Stockholders Agreement that provides certain restrictions and rights on
the AAGC shares issued to the Landlord.  The Landlord is permitted to
designate a non-voting observer of meetings of AAGC's board of directors.  In
the event of an uncured default of the lease for the CGC, so long as the
Landlord holds a 25% interest in AAGC, the Landlord will have the right to
select one director of AAGC.  As to matters other than the election of
Directors, the Landlord has agreed to vote its shares of AAGC as designated by
the Company.

     As a result of this Restructuring and Settlement Agreement, the Company
is no longer funding cash shortfalls at the SportPark, the Company has been
released from all significant continuing and contingent liability related to
the Sportpark, and all back rent through April 30, 2001 for the CGC has been
cancelled.  The Company recommenced paying its monthly rent for the CGC
beginning May 2001.

     AASP Management believes that its continuing operations will be
sufficient to fund operating cash needs and debt service requirements over at
least the next twelve months.

     The Company is aggressively pursuing several other opportunities.  The
Company is in various stages of adding new revenue producing elements to its
CGC property that do not require significant capital investment by the
Company.  Also, the Company is aggressively pursuing financing sources with
the CGC as collateral to improve the CGC operations and infuse working capital
into the Company.  Management of the Company is in discussions with several
established companies in its industry that have the necessary capital and
human resources that could facilitate the Company's expansion plans; several
possible business structures will be evaluated.  An important element of the
Company's plan will be to increase the Company's exposure in the financial
community.  There can be no assurance that the Company will be successful in
its efforts to raise capital for the Company nor can there be any assurance
that the Company will be successful in its efforts to structure a relationship
with an established company in its industry to facilitate the Company's
expansion plans.

     On December 31, 1998 the Company purchased substantially all the assets
and assumed certain liabilities of the Callaway Golf Center  for $1,000,000
payable in quarterly installments of $25,000 for a 10 year period with no
interest.  The Golf Center has generated positive cash flow in 2001 and 2000.
If required to fund corporate operations, management believes that additional
borrowings against the CGC could be arranged although there can be no
assurance that the Company would be successful in securing such financing, or
at terms acceptable to the Company.

     The Company's Chairman through personal loans and through advances from
his personally owned retail store (one of the "Affiliated Stores") has
historically loaned funds to the Company as needed.  Loans, including accrued
interest payable, from the Company's Chairman and his personally owned retail
store were $5,369,218 and $5,027,354 at September 30, 2001 and December 31,
2000, respectively.  These notes were due at various dates in 2001.  These
notes have all been extended with due dates beginning in the third quarter of
2002 and ending in the fourth quarter of 2002.  The increase relates to

                                       16


accrued interest payable on the balances outstanding.  Accrued interest
payable of $811,076 at September 30, 2001 has been deferred, a practice which
is expected to continue until the maturity of the notes payable, if necessary.

     There are currently no commitments for material capital expenditures.

     The Company in the normal course of its business receives sponsorship
fees and various advance payments of different kinds, which are recorded as
deferred income until earned.  Such amounts are typically earned over the term
of the contract with the applicable sponsor.  Deferred income was $203,929 at
September 30, 2001 compared to $178,919 at December 31, 2000.  It is
anticipated, but cannot be guaranteed, that sponsorship fees and advances will
be a source of cash flow in 2002.

     Operating Activities.  Net cash provided by operating activities was
$237,598 for the nine months ended September 30, 2001 compared to $514,239 for
the nine months ended September 30, 2000.  The primary reason for the change
relates to (1) a smaller increase in 2001 of about $256,000 in accounts
payable and accrued expenses, (2) a larger increase in 2001 in interest
payable to shareholder and affiliated store of about $224,000, and (3) a
larger net loss from continuing operations in 2001 of about $165,000.

      Investing Activities.  Net cash used in investing activities was $25,785
in 2001 compared to net cash provided by investing activities of $1,244 in
2000. The difference relates to $32,500 in proceeds from sale of equipment in
2000.

      Financing Activities.  Net cash used in financing activities was
$251,352 for the nine months ended September 30, 2001 compared to net cash
used in financing activities of $336,746 for the nine months ended September
30, 2000. The primary reason for the difference is due to a smaller decrease
in 2001 in amounts due to affiliated stores and related entities.

     The Company's current and expected sources of working capital are its
cash balances that were $109,610 at September 30, 2001 and its continuing
positive operating cash flow of its CGC property.  Working capital needs have
been helped by deferring payments on interest and notes payable balances due
to the Company's Chairman and Affiliated Store.  Deferrals of payments to the
Company's Chairman and Affiliated Store are expected to continue until the
Company has sufficient cash flow to begin making payments.

     The Company has raised considerable capital in the past 5 years for
development projects.  The Callaway Golf Center is generating positive cash
flow and its prospects are expected to become even more positive having
completed its fourth full year of operation.  The Company believes that any
working capital deficiency that may occur could be funded from a combination
of existing cash balances and, if necessary, additional borrowings from
lenders or other sources. Management believes that additional borrowings
against the CGC could be arranged to fund corporate operations.  However,
there can be no assurance that any borrowings would be available or at terms
acceptable to the Company. Expansion programs in other locations are not
expected to take place until the Company achieves an appropriate level of
profitability and positive cash flow. If and when expansion does occur, such
expansion is expected to be funded primarily by third parties.




                                       17


SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements.  Certain information included in this
Quarterly Report contains statements that are forward-looking such as
statements relating to plans for future expansion and other business
development activities, as well as other capital spending and financing
sources.  Such forward-looking information involves important risks and
uncertainties that could significantly affect anticipated results in the
future and, accordingly, such results may differ from those expressed in any
forward-looking statements made by or on behalf of the Company.  These risks
and uncertainties include, but are not limited to, those relating to
dependence on existing management, leverage and debt service (including
sensitivity to fluctuations in interest rates), domestic or global economic
conditions, changes in federal or state tax laws or the administration of such
laws, changes in regulations and application for licenses and approvals under
applicable jurisdictional laws and regulations.

                        PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.  None.

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.  None.


























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                                   SIGNATURES

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

                                  ALL-AMERICAN SPORTPARK, INC.



Date:  November 14, 2001          By:/s/ Ronald Boreta
                                     Ronald Boreta, President and
                                     Chief Executive Officer



Date:  November 14, 2001          By:/s/ Kirk Hartle
                                     Kirk Hartle, Chief Financial Officer



























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