<PAGE>
<PAGE>
                   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 June 30, 1998 




                        Commission File Number: 0-24970




                         SAINT ANDREWS GOLF CORPORATION
      ----------------------------------------------------------------
      (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)

     5325 South Valley View Boulevard, Suite 4, 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 August 12, 1998, 3,000,000 shares of common stock were outstanding.

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



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                     SAINT ANDREWS GOLF CORPORATION
                               FORM 10-QSB
                                INDEX
                                                              Page No.
Part I:  Financial Information

Item 1.  Financial Information:

         Unaudited Condensed Consolidated Balance Sheets        3

         Unaudited Condensed Consolidated Statements of 
         Operations                                             5

         Unaudited Condensed Consolidated Statement of 
         Cash Flows                                             7

         Notes to Unaudited Condensed Consolidated 
         Financial Statements                                   9

Item 2.  Management's Discussion and Analysis or Plans 
         of Operations                                         15

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                      19

         Signatures                                            20














                                    2
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                  SAINT ANDREWS GOLF CORPORATION
            UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                  ASSETS
                                                                               
                                              June 30,       December 31,
                                                1998             1997 
                                             -----------     -----------
                                             (Unaudited)
CURRENT ASSETS:
  Cash and cash equivalents                  $     2,400     $   130,500
  Accounts receivable                            358,000           9,300
  Inventories                                     66,800            -
  Due from Affiliated Store                        2,000          69,100
  Due from officer                                 3,000           3,000
  Due from related party                            -            565,000
  Prepaid expenses and other                     239,100           2,800
                                             -----------     -----------
    Total current assets                         671,300         779,700

Leasehold improvements and equipment, net        135,700         140,800

Note receivable - related party                   20,000          20,000

Deposit for land lease                           339,100         433,700

Project development costs                     19,837,800       7,850,100

Other assets                                     116,300          29,300

Net assets of discontinued operations               -          3,250,000
                                             -----------     -----------
                                             $21,120,200     $12,503,600
                                             ===========     ===========


















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

                                    3
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                         SAINT ANDREWS GOLF CORPORATION
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                              June 30,       December 31,
                                                1998            1997 
                                             -----------     -----------
                                             (Unaudited)
CURRENT LIABILITIES:
  Bank line of credit                        $      -        $   668,400
  Current portion of notes payable             5,000,000         500,000
  Current portion of obligations under
    capital leases                                 7,100           7,100
  Accounts payable and accrued expenses        4,976,000       1,204,800
  Due to Affiliated Store                        572,800          12,200
  Due to related entities                        888,700         371,100
                                             -----------     -----------
    Total current liabilities                 11,444,600       2,763,600
                                             -----------     -----------
Note payable to shareholder                    1,250,000         600,000
                                             -----------     -----------
Obligation under capital leases, net
  of current portion                              22,500          26,000
                                             -----------     -----------
Deferred income                                  564,100         516,700
                                             -----------     -----------
MINORITY INTEREST                                   -            650,000
                                             -----------     -----------

SHAREHOLDERS' EQUITY:
 Preferred stock, $.01 par value, 5,000,000
   shares authorized, no shares issued and
   outstanding                                      -               -    
 Series A Convertible Preferred Stock, $1 
   par value, 500,000 shares authorized and 
   outstanding at June 30, 1998 and 
   December 31, 1997                           4,740,000       4,740,000   
 Options issued in connection with Series A
   Convertible Preferred Stock to purchase
   250,000 shares of Common stock                260,000         260,000
  Common stock, $.001 par value, 10,000,000
   shares authorized, 3,000,000 shares 
   issued and outstanding at June 30, 1998
   and December 31, 1997                           3,000           3,000
  Additional paid-in-capital                   3,333,300       3,333,300
  Common stock purchase warrants, Class A,
   1,000,000 warrants authorized and out-
   standing at June 30, 1998 and December 31, 
   1997                                          187,500         187,500
  Accumulated deficit                           (684,800)       (576,500)
                                             -----------     -----------
     Total shareholders' equity                7,839,000       7,947,300
                                             -----------     -----------  
Total Liabilities and Shareholder's Equity   $21,120,200     $12,503,600
                                             ===========     ===========

The accompanying notes are an integral part of these condensed consolidated
financial statements.
                                    4
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                       SAINT ANDREWS GOLF CORPORATION
                             UNAUDITED CONDENSED
                           STATEMENTS OF OPERATIONS

                                               For the Three Months
                                                  Ended June 30,
                                             1998                1997
                                          -----------        -----------  
                                          (Unaudited)        (Unaudited)
REVENUES:
  Royalties                               $     6,300        $     6,000
  Other                                        13,100               -
                                          -----------        -----------
    Total revenues                             19,400              6,000     
                                          -----------        -----------

OPERATING EXPENSES:
  Selling, general and administrative         970,200            227,000
  SportPark development costs                    -                75,000
                                          -----------        -----------
    Total operating expenses                  970,200            302,000    
   
INTEREST EXPENSE (INCOME), net                   -               (95,000)
                                          -----------        -----------

LOSS FROM CONTINUING OPERATIONS              (950,800)          (201,000)
  
DISCONTINUED OPERATIONS:
  Loss from operations of 
    All-American Golf, LLC, net of
     minority interest share of $22,000       (87,500)              -       
  Gain on disposal of investment in
    All-American Golf, LLC                  1,638,900               -
  Gain on disposal of franchise operations
    (less applicable income taxes of
    $450,000)                                    -               113,000
                                          -----------        -----------
NET INCOME (LOSS)                         $   600,600        $   (88,000)
                                          ===========        ===========


EARNINGS PER SHARE:
  Basic and Diluted earnings (loss) 
    from continuing operations           $      (.32)        $      (.07)
  Basic and Diluted earnings (loss) 
    from net income (loss)               $       .20         $      (.03) 










The accompanying notes are an integral part of these condensed consolidated
financial statements.
                                    5
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                      SAINT ANDREWS GOLF CORPORATION
                             UNAUDITED CONDENSED
                           STATEMENTS OF OPERATIONS

                                               For the Six Months
                                                  Ended June 30,
                                             1998                1997
                                          -----------        -----------  
                                          (Unaudited)        (Unaudited)
REVENUES:
  Royalties                               $    12,500        $    12,000
  Other                                        18,000              4,000
                                          -----------        -----------
    Total revenues                             30,500             16,000     
                                          -----------        -----------

OPERATING EXPENSES:
  Selling, general and administrative       1,472,500            350,000
  SportPark development costs                    -               152,000
                                          -----------        -----------
    Total operating expenses                1,472,500            502,000   
    
INTEREST EXPENSE (INCOME), net                   -              (163,000)
                                          -----------        -----------

LOSS FROM CONTINUING OPERATIONS            (1,442,000)          (323,000)

DISCONTINUED OPERATIONS:
  Loss from operations of 
    All-American Golf, LLC, net of
     minority interest share of $76,000      (305,200)              -
  Loss from operations of discontinued
    franchise operations                         -               (41,000)
  Gain on disposal of investment in 
    All-American Golf, LLC                  1,638,900               -
  Gain on disposal of franchise operations
    (less applicable income taxes of
    $450,000)                                    -             2,162,000
                                          -----------        -----------
NET INCOME (LOSS)                         $  (108,300)       $ 1,798,000
                                          ===========        =========== 


EARNINGS PER SHARE:
  Basic and Diluted earnings (loss) 
    from continuing operations            $     (.48)        $     (.11)
  Basic and Diluted earnings (loss)
    from net income (loss)                      (.04)               .60








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

                                    6
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                      SAINT ANDREWS GOLF CORPORATION
                      UNAUDITED CONDENSED CONSOLIDATED
                          STATEMENT OF CASH FLOWS

                                               For the Six Months
                                                  Ended June 30,
                                              1998              1997
                                          -----------        -----------  
                                          (Unaudited)        (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $  (108,300)       $ 1,798,000

  Adjustments to reconcile net income 
   (loss) to net cash provided by 
   operating activities:
     Depreciation and amortization            102,400              4,000
     Gain on sale of franchise 
      operations                                 -            (2,612,000)
     Gain on sale of investment in the
      Callaway Golf Center                 (1,638,900)              -       
  Increase (decrease) in:
    Account receivable                       (348,700)           436,000 
    Inventories                               (66,800)              -
    Prepaid expenses and other assets        (323,300)            (7,000)
    Accounts payable and accrued expenses   3,760,100          1,252,000
    Increase (decrease) in deferred income     47,400            (75,000)
    Increase in other payables                   -               321,000
    Increase in income tax payable               -               225,000
                                          -----------        -----------  
Net cash provided by operating 
  activities                                1,423,900          1,342,000
                                          -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Project development costs               (11,987,700)        (5,747,000)
  Purchases of leasehold improvements
   and equipment                               (2,700)           (14,000)
  Proceeds from sale of franchise 
   operations                                    -             2,801,000
  Proceeds from sale of 
   All-American Golf, LLC                   1,250,000               -
                                          -----------        ------------
Net cash used in investing activities     (10,740,400)        (2,960,000)
                                          -----------        ------------












                                    7
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                       SAINT ANDREWS GOLF CORPORATION
                      UNAUDITED CONDENSED CONSOLIDATED
                            STATEMENT OF CASH FLOWS

                                                For the Six Months
                                                  Ended June 30,
                                              1998              1997
                                          -----------        -----------  
                                          (Unaudited)        (Unaudited)

CASH FLOWS FROM FINANCING ACTIVITIES:
  (Increase) decrease to amounts due 
    to/from Affiliate Store and 
    Related Entities                        1,710,300               -
  Payments on bank line of credit            (668,400)              -
  Proceeds from notes payable               7,500,000               -  
  Proceeds from note payable to 
    shareholder                             1,050,000          1,312,000
  Payments on note payable to shareholder    (400,000)              -
  Payments on capital lease obligations        (3,500)              -
  Proceeds from minority interest in
    Callaway Golf Center                         -               750,000
                                          -----------        -----------
Net cash provided by financing 
  activities                                9,188,400          2,062,000
                                          -----------        -----------  
NET INCREASE (DECREASE) IN CASH AND 
  CASH EQUIVALENTS                           (128,100)           444,000

CASH AND CASH EQUIVALENTS- 
  Beginning of period                         130,500          5,818,000
                                          -----------        -----------  
CASH AND CASH EQUIVALENTS - End of 
  period                                  $     2,400        $ 6,262,000
                                          ===========        ===========


                                          For the Six Months Ended June 30, 
                                              1998               1997
                                          -----------        -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:

Cash payments made for interest           $   87,715         $       -

SUPPLEMENTAL DISCLOSURE OF NON-CASH
  INVESTING AND FINANCING ACTIVITIES:

Forgiveness of note payable               $3,000,000         $       -







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

                                    8
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<PAGE>
                 SAINT ANDREWS GOLF CORPORATION AND SUBSIDIARY
                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                            FINANCIAL STATEMENTS

1.  CONDENSED FINANCIAL STATEMENTS

The accompanying unaudited condensed consolidated financial statements include
the accounts of Saint Andrews Golf Corporation ("SAGC"), consolidated with its
subsidiary, All-American SportPark Inc., a Nevada corporation, and its
subsidiary All-American Golf, LLC, a California limited liability Company,
through the date of its disposition (See Note 2) (collectively the "Company"). 
All significant inter-company accounts and transactions have been eliminated.

The accompanying condensed consolidated 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
the financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted.  In the opinion of
management, all adjustments necessary to present fairly, in all material
respects, the financial position of the Company as of June 30, 1998 and
December 31, 1997, and the results of its operations and cash flows for the
three and six months ended June 30, 1998 and 1997, respectively, have been
made.  

Certain reclassifications have been made to previously reported amounts to
conform them to current classifications.

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. 
Actual results could differ from those estimates.

These condensed consolidated financial statements should be read in
conjunction with the Company's Annual Report on Form 10-KSB for the year ended
December 31, 1997.

The Company's current operations consist of the development and anticipated
operation of sport-oriented theme parks under the name "All-American
SportPark".  The Company's concept of a sport-oriented theme park consists of
a baseball-batting stadium, Go-Kart racing tracks, video arcade, retail, and
restaurant facilities.

2.  SALE OF ASSETS AND DISCONTINUED OPERATIONS

On February 26, 1997, SAGC and Las Vegas Discount Golf & Tennis, Inc. ("LVDG")
(the majority shareholder of SAGC) completed the sale of certain of their
assets and transferred certain liabilities to an unrelated buyer who has
incorporated under the name Las Vegas Golf & Tennis, Inc. in a transaction
whose terms were substantially in accordance with the "Agreement for the
Purchase and Sale of Assets".  The total consideration received was $5.3
million, of which $4.6 million was paid in cash, $264,000 was received in the
form of a short-term receivable, $200,000 was placed in escrow pending the
accounting for inventory and trade payables, and $200,000 was placed in escrow
for two years to cover potential indemnification obligations. Of the total
consideration received, approximately $2.75 million was allocated to SAGC. 

                                    9
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<PAGE>
This transaction resulted in the disposal of the Company's franchise business,
and the assignment of all franchise rights, trade names, and trade marks
associated with the business. The agreement also contains certain provisions
not to compete in the franchised retail golf equipment business.  Accordingly,
the sale of all assets, and assumption of liabilities and rights related to 
these businesses have been presented as "Discontinued Operations" in the
accompanying condensed consolidated statement of operations.

During 1997, SAGC and Callaway Golf Company ("Callaway") formed All-American
Golf LLC, to construct, manage and operate the "Callaway Golf Center", a
premier golf facility at the site of the All-American SportPark.  SAGC
contributed the value of expenses incurred relating to the design and
construction of the golf center plus cash in the combined amount of $3 million
for 80% of the membership units.  Callaway contributed equity capital of
$750,000 for the remaining 20% of the membership units and loaned the LLC
$5.25 million (the "Callaway loan"). 

The Callaway loan bears interest at a rate of 10% per annum with monthly
interest payments commencing 60 days after the opening of the golf center on
October 1, 1997.  All-American Golf was unable to make the scheduled interest
payments for 1997 and 1998.  Accordingly, on March 18, 1998, All-American Golf
entered into a forbearance agreement with Callaway which cured the default and
established terms to repay the amounts in arrears.

On May 5, 1998, SAGC sold its 80% interest in All-American Golf to Callaway in
exchange for $1.5 million in cash and the cancellation of a $3 million
collateralized note evidencing amounts loaned to the Company in March 1998 by
Callaway, and related accrued interest thereon.  Of the consideration,
$500,000 was withheld by Callaway until it has secured all rights necessary to
operate the Callaway Golf Center of which $250,000 was collected by June 30,
1998.  In connection with the sale of its membership units, SAGC resigned as
manager of the LLC and agreed not to compete with the Callaway Golf Center in
Clark County, Nevada for a period of two years.  The agreement also provides
for a buy back option which enables the Company it to repurchase its 80%
equity ownership for a period of 2 years on essentially the same financial
terms that it sold its interest to the Callaway Golf Company.

Results of operations of All-American Golf through its disposal date have been
presented as Discontinued Operations in the unaudited condensed consolidated 
statements of operations and were as follows for the three and six months
ended June 30, 1998: 
                                      Three months            Six months
                                   Ended June 30, 1998    Ended June 30, 1998
                                   -------------------    -------------------
     Revenues                          $ 500,000               $  724,900
                                       ---------               ----------
     Expenses:
      Cost of revenue                    501,000                  716,400
      Depreciation and amortization      113,000                  169,300
      Amortization of preopening costs    23,000                   32,800
      Interest expense                   135,000                  187,900
                                       ---------               ----------
         Total expenses                  772,000                1,106,400
                                       ---------               ----------
     Net loss before minority 
       interest                         (272,000)                (381,500)
     Minority interest in net loss        54,000                   76,300
                                       ---------               ----------
      Net loss                          (218,000)              $ (305,200)
                                       =========               ==========
                                    10
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Assets and liabilities of All-American Golf consisted of the following on
December 31, 1997:

      CURRENT ASSETS:
      Cash and cash equivalents                    $   45,500

      Accounts receivable, net                         57,800
      Due from Affiliated Store                        33,500
      Prepaid expenses and other                       27,900
      Preopening costs                                 99,900
                                                   ---------- 
         Total current assets                         264,600
         Leasehold improvements and equipment, 
           net                                      9,840,700
                                                  ----------- 
             Total assets                          10,105,300
                                                  -----------

      CURRENT LIABILITIES:
      Current portion of obligations under
        capital leases                                 65,100
      Accounts payable and accrued expenses           769,100
      Due to Affiliated Store                          21,000
      Due to Related Entities                         564,900
                                                   ---------- 
         Total current liabilities                  1,420,100
                                                   ----------

      LONG TERM LIABILITIES:
      Obligation under capital leases, net
       of current portion                             185,200
      Note payable                                  5,250,000
                                                   ---------- 
         Total long term liabilities                5,435,200
                                                   ---------- 
         Total liabilities                          6,855,300
                                                   ----------

Net assets of discontinued operations              $3,250,000
                                                   ==========

The Company recorded a gain of $1,638,900 on the disposal of its 80% interest
in All-American Golf.

3.  PROPOSED MERGER WITH LAS VEGAS DISCOUNT GOLF & TENNIS, INC.

On January 20, 1998, the officers of SAGC and LVDG executed a merger agreement
pursuant to which SAGC would possibly merge with and into LVDG which if it
occurred is intended to constitute a tax-free plan of reorganization.  As a
result, the separate corporate existence of SAGC could cease and LVDG would
change its name to All-American SportPark, Inc. to reflect the primary
business of the surviving corporation.

At the effective date of the potential merger each share of SAGC's common
stock issued and outstanding immediately prior to the effective date (except
for shares of SAGC's common stock held by LVDG) are planned to be converted
into 2.4 shares of LVDG common stock.  Each share of SAGC's Series A Preferred

                                    11
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Stock would be converted into 2.4 shares of LVDG Series B Preferred Stock, and
each share of SAGC's common stock held by LVDG immediately prior to the
effective date and all rights in respect thereof would be canceled.  This
could result in the current shareholders of SAGC (other than LVDG) owning
approximately 38.2% of the surviving corporation, assuming there are no
dissenting shareholders.

At the effective date each option or warrant granted by SAGC to purchase
shares of SAGC's common stock which is outstanding and unexercised immediately
prior to the effective date would be assumed by LVDG and converted into an
option or warrant to purchase shares of LVDG common stock in such number and
at such exercise price similar to that previously discussed (2.4 to 1).  The
exercise price per share of LVDG common stock under the new option or warrant
would be equal to the quotient of the exercise price per share of SAGC's
common stock under the original option or warrant divided by the exchange
ratio.

4.  GOING CONCERN MATTERS

The accompanying condensed 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 financial statements the Company incurred
operating losses of $1,442,000 and $323,000 for the six months ended June 30,
1998 and 1997, respectively.  Additionally, as of June 30, 1998 the Company
had negative working capital of approximately $10.8 million.  The Company has
entered into several short-term financing transactions as noted below in order
to fund ongoing operating cash requirements as well as the continuing
construction of the All-American SportPark.  Additionally, the Company sold
its golf distribution business to an unrelated third party on February 26,
1997 and realized a gain of $2,162,000 on that sale.  The Company also sold
its 80% ownership interest in All-American Golf to the Callaway Golf Company
on May 5, 1998 and realized a gain on that sale of $1,638,900.  Cash proceeds
from these transactions increased the Company's working capital which financed
operations and were invested in the All-American SportPark.  

On January 26, April 2, April 23, May 28, and June 12, 1998 the Company's
chairman and majority shareholder loaned SAGC $200,000, $400,000, $200,000,
$150,000 and $100,000 respectively.  The loans are due in 2001 and bear
interest at a rate of 10% per annum.

On February 5, 1998 and May 14, 1998 SAGC secured a $5.0 million short-term
bank loan bearing interest at a rate of 10% per annum.  This loan requires
interest only payments, which commenced on March 10, 1998, with the full loan
plus all unpaid interest due August 10, 1998.  The Company is in on-going
discussions with the bank to extend the due date and increase the loan amount. 

On May 7, 1998, the Company received a Bridge Mortgage Loan Commitment Letter
(the "Commitment Letter") from First Connecticut Consulting Group, Inc. (the
"Lender") pursuant to which the Lender would loan up to $18 million to the
Company for one year.  The loan would bear interest at the rate of 12% per
annum and be secured by a first mortgage on all the All-American SportPark in
Las Vegas and regard a commitment fee of $180,000.  On June 9, 1998, the
Company was informed by the Lender that they were unable to meet their stated
commitment. The Company is currently evaluating its options for obtaining a
refund of the commitment fee and other expenses paid to First Connecticut
Consulting Group, Inc. as well as recovery of damages to the Company. 

                                    12
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The Company's continuation as a going concern is dependent upon its ability to
generate positive cash flows and to obtain additional financing or refinancing
which will be required in order to complete the All-American SportPark.  The
Company currently has not secured sufficient financing to complete
construction of the SportPark portion of the Las Vegas facility.  The Company
expects to receive the balance of the financing from a combination of sources
including outside equity and/or debt investors, sponsorship fees and bank
financing.  There is no assurance that financing will be obtained from any of
these sources. The financial statements do not include any adjustments
relating to the recoverability and classification of assets and liabilities
that might be necessary should the Company be unable to continue as a going
concern.

5.  EARNINGS PER SHARE AND STOCK OPTIONS

Basic loss per share from continuing operations and basic net income (loss)
per share for the three and six months ended June 30, 1998 and 1997, are
computed by dividing the loss from continuing operations and net income
(loss), by the weighted average number of shares of common stock outstanding
during the respective periods presented.  As required by generally accepted
accounting principles, and because the Company has incurred losses from
continuing operations for all periods presented, no effect has been given for
the effects of potentially issuable dilutive securities.  Accordingly, diluted
loss per share from continuing operations and diluted net income (loss) per
share is equal to basic loss per share from continuing operations and basic
net income (loss) per share, respectively, for all periods presented.  The
weighted average number of shares of common stock outstanding used in the
earnings per share calculation for all periods presented is 3,000,000 shares.

6.  RELATED PARTY TRANSACTIONS

The Company has extensive transactions and relationships with LVDG and
subsidiaries ("Related Entities"), the chairman and principal shareholder of
LVDG, and the retail store owned by the Chairman of LVDG (the "Affiliated
Store") prior to February 26, 1997.  Because of these relationships, it is
possible that the terms of transactions between these parties are not the same
as those which would result from transactions among unrelated parties.  The
Affiliated Store operates in Las Vegas, Nevada and is not a franchise of SAGC. 
As a result, during the period up to February 26, 1997 prior to the sale of
the Company's franchise business, this store paid no royalties to SAGC but
purchased merchandise at the same cost as SAGC.  During that period, the
Affiliated Store also benefited from the SAGC's activities, including any
local and national advertising conducted by the SAGC.

7.  PROJECT DEVELOPMENT COSTS

SAGC is currently engaged in the final phase of construction related to the 
All-American SportPark.  The All-American SportPark in Las Vegas, Nevada is
currently under construction and is expected to be completed in August 1998 if
the Company is able to secure the necessary financing to complete the
construction.  Capitalized project development costs represent the continuing
construction costs of the All-American SportPark and totaled approximately
$19,837,800 as of June 30, 1998.  These costs consist primarily of $17,506,300
in buildings and land improvements, $2,115,800 in furniture and equipment and
$215,700 in capitalized interest costs during construction.  Additional costs
relating to the project have been expensed and include a loan deposit of
$339,000 and $784,000 in pre-opening costs.

                                    13
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8.  LEASES

SAGC's lease for approximately 23 acres of undeveloped land on which the
All-American SportPark is being constructed became effective on February 1,
1998.  The base rental on the lease is $18,910 per month and contains
contingent rentals based on a percentage of gross revenues in the park.  The
lease term is 15 years with two five-year renewal options.

9.  COMMITMENTS AND CONTINGENCIES

The Company has employment agreements with its President, as well as other key
employees which require the payment of fixed and incentive based compensation.

In December 1994, the Company entered into an agreement with Major League
Baseball ("MLB") concerning a license for the use of MLB logos, trade marks
and mascots in the decor, advertising and promotions of the Company's Slugger
Stadium concept.  This agreement was amended during 1997.  Pursuant to the
amended agreement, the Company holds the exclusive right to identify its
indoor and outdoor baseball batting stadiums as Major League Baseball Slugger
Stadiums.  The license covers the United States.  The Company has made the 
required license payments for 1995, 1996 and 1997.  In addition to and as an
offset against the minimum payments set out above, the Company is required to
pay to MLB a royalty based on the revenue from the batting cages.  The
Company's right to exclusively use MLB logos and other marks at its
baseball-batting stadiums is dependent upon certain conditions set forth in
the agreement.

In May 1996, SAGC entered into an agreement with Jeff Gordon, the 1997 NASCAR
Winston Cup Champion, 1997 Daytona 500 Champion, 1997 Coca-Cola 600 Champion,
1995 Winston Cup Champion and former NASCAR Winston Cup Rookie of the year, to
serve as spokesperson of the NASCAR SpeedPark through April 30, 2000. Mr.
Gordon was also granted options under the Company's stock option plan.  On
November 20, 1997, the agreement with Mr. Gordon was amended to, among other
things, provide for an annual fee.

SAGC has a license agreement with The National Association of Stock Car Auto
Racing, Inc. ("NASCAR") for the operation of SpeedParks as a part of the
All-American SportPark.  The agreement, as amended, provides that the Company
has an exclusive license to use certain trademarks and service marks in the
development, design and operation of go-kart racing facilities having a NASCAR
racing theme in the territories of Las Vegas, Nevada and Southern California. 
In January 1997, SAGC entered into an agreement with the Pepsi-Cola Company
("Pepsi") concerning an exclusive sponsorship agreement.  Under the agreement,
Pepsi would receive certain exclusive rights related to soft drinks, tea
products, juice products, bottled water and similar products in exchange for a
series of payments beginning when the SportPark opens.  SAGC received $250,000
as the first payment on this contract on December 31, 1997.  The remaining
amounts are due annually over a four year period starting with the
commencement of operations of the All-American SportPark.  The rights granted
to Pepsi are to include that Pepsi's products will be exclusively sold for the
categories listed, that only Pepsi identified cups will be used in the
SportPark, and that Pepsi would have the right to name the multipurpose arena
the AllSport Arena.  In addition, Pepsi will provide the equipment needed to
dispense its products at the SportPark.  The agreement with Pepsi will provide
that SAGC and Pepsi will participate in joint marketing programs such as
promotions on Pepsi's products and local radio advertising.

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In September 1997, the Company entered into a lease and concession agreement
with Sportservice Corporation ("Sportservice") which provides Sportservice
with the exclusive right to prepare and sell all food, beverages (alcoholic
and non-alcoholic), candy and other refreshments throughout the All-American
SportPark, including the Callaway Golf Center, during the ten year term of the
agreement.  Sportservice has agreed to pay rent based on a percentage of gross
sales depending upon the level of sales, whether the receipts are from
concession sales, the Arena restaurant, the Clubhouse, vending machines,
mobile stands, or catering sales. Sportservice is expected to invest
approximately $3.85 million into the concessions and operations which includes
all food service leasehold improvements.  The agreement also provides
Sportservice with a right of first refusal for future parks to be built by
SAGC in consideration for a $100,000 payment.  An additional payment of up to
$100,000 is due depending on whether Sportservice's development costs for its
leasehold improvements and food service assets do not exceed the estimate of
$3.85 million.  The agreement has a number of other terms and conditions
including a requirement that SAGC and the LLC must develop and construct the
SportPark in accordance with certain specifications provided to Sportservice,
and provide all necessary building structure and shell components.  The
Company must operate the SportPark on a year-round, seven days a week basis
throughout the term of the agreement.

The Company has entered into a two year agreement with Integrated Sports
International ("ISI") whereby ISI has been retained to assist the Company in
obtaining corporate sponsorship for various areas of the SportPark.

The Company is involved in certain litigation as both plaintiff and defendant
related to its business activities.  Management, based upon consultation with
legal counsel, does not believe that the resolution of these matters will have
a materially adverse effect upon the Company.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This Report contains forward-looking statements within the meaning of Section
21E of the Securities Exchange Act of 1934, as amended.  Among others, such
forward-looking statements include statements with respect to (i) the
availability to the Company of additional equity and/or debt proceeds on terms
acceptable to the Company and at the times necessary to satisfy capital
expenditure, debt repayment and other requirements, (ii) the availability of
operating cash flow in amounts and at the times anticipated by management,
(iii) the adequacy of budgeted amounts for capital expenditure projects and
the adequacy of the Company's liquidity and capital resources generally, and
(iv) the anticipated time of completion of capital projects.

These forward-looking statements involve important risks and uncertainties,
many of which will be beyond the control of the Company, and which could
significantly affect anticipated future results, both short-term and
long-term.  As a result, actual results may differ, in some cases materially,
from those anticipated or contemplated by forward-looking statements in this
Report.  In addition to the cautionary statements included in this section and
elsewhere throughout this Report, attention is directed to the cautionary
statements included in the Company's other publicly available reports filed
with the Securities and Exchange Commission under the Securities Exchange Act
of 1934.

The Company's continuing operations consist solely of the development and
operation of sport-oriented theme parks under the name "All-American
SportPark".

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RESULTS OF OPERATIONS

CONTINUING OPERATIONS

THREE MONTHS ENDED JUNE 30, 1998, COMPARED TO THREE MONTHS ENDED JUNE 30, 1997

REVENUES.  Other revenues of $13,100 in 1998 represents primarily prior years'
sale & use tax refund.

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses relating to continuing operations consist principally
of Company administrative payroll, All-American SportPark payroll, financing
costs, office rent, professional fees and other corporate costs.  The $743,200
increase in 1998 from 1997 is attributable to costs relating to increased
staffing levels at the All-American SportPark and legal and financing costs
associated with obtaining financing for the completion of the All-American
SportPark, which were paid by the Company.

SIX MONTHS ENDED JUNE 30, 1998, COMPARED TO SIX MONTHS ENDED JUNE 30, 1997

REVENUES.  Other revenues increased by $16,000 in 1998 from 1997 due primarily
to a refund of prior year sale and use tax refund. 

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses relating to continuing operations consist principally
of Company administrative payroll, All-American SportPark payroll, financing
costs, office rent, professional fees and other corporate costs. The
$1,122,500 increase in 1998 from 1997 is attributable to costs relating to
increased staffing levels at the All-American SportPark and legal and
financing costs associated with obtaining financing for the completion of the
All-American SportPark, which were paid by the Company.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1998, the Company had negative working capital of approximately
$10.8 million as compared to a negative working capital of approximately $2.0
million at December 31, 1997, a deficit increase of approximately $8.8
million.  This increase primarily resulted from the financing of construction
costs of the All-American SportPark, which were funded primarily with short
term loans including a bank loan of $5 million, $1.05 million in notes to the
Company's chairman and majority shareholder, and borrowings of $3 million that
were forgiven when the Company sold its interest in the Callaway Golf Center,
and proceeds from the sale of $1.5 million of which $250,000 is receivable as
of June 30, 1998.  Accounts payable and accrued expenses increased
approximately $3.8 million primarily representing outstanding balances related
to the on-going construction of the All-American SportPark.

Capital expenditures for the remainder of 1998, which relate predominantly to
construction of the All-American SportPark complex, are expected to be
approximately $3.0 million.

The Company currently has not secured long-term financing for the construction
of the sports entertainment complex portion of the SportPark.  The Company has
been holding discussions with a number of potential corporate sponsors who
have expressed an interest in participating in the SportPark, and management
expects that corporate sponsors will contribute a portion of the financing
needed.  The Company expects to receive the balance of the financing from a
combination of sources, including outside equity and/or debt investors and

                                    16
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bank financing. The Company has been holding discussions with a number of
potential financial sources concerning long term financing although no formal
commitments have yet been received.  There is no assurance that required
financing will be obtained from any of these sources.  Until long term
financing can be obtained the Company will continue to fund its construction
and operations with short term sources of funds.  As previously discussed,
during the first six months in 1998 the Company secured $5 million in 
short-term loans at an interest rate of 10% per annum from its bank.  
Additionally, on March 19, 1998, the Company obtained a $3 million short-term
loan bearing interest at a rate of 10% per annum from Callaway Golf Company. 
This loan was forgiven as part of the May 1998 sale of the Company's 80%
membership interest in All-American Golf LLC to Callaway.  During the first
six months of 1998, the Company also borrowed an additional $1,050,000 from
the Company's chairman, of which $400,000 has been paid as of June 30, 1998. 
The Company has used the proceeds from these loans and cash flow from the sale
of the Callaway Golf Center towards completing the construction of the
All-American SportPark and repayment of other outstanding indebtedness of the
Company.

During the six months ended June 30, 1998, operating activities provided
approximately $1.4 million in cash in comparison to approximately $1.3 million
provided in 1997.  

Cash used in investing activities totaled approximately $10.7 million during
the six months ended June 30, 1998 as the Company continued construction of
the All-American SportPark.  The investment in the SportPark totaled $5.7
million during the comparable period in 1997.  1998 proceeds from investing
activities includes $1.25 million from the sale of All-American Golf.  1997
proceeds for investing activities includes $2.8 million in proceeds from the
sale of the Company's franchise and wholesale business.

Financing activities in 1998 provided cash of approximately $9.2 million. 
This resulted from the previously described loans and notes and proceeds from
the sale of the Callaway Golf Center offset by the repayment of the $688,000
bank line of credit and $400,000 note payable.

The Company's anticipated sources of working capital are its current cash
balance and future cash flows from operation of the All-American SportPark
which is scheduled to commence operations in August 1998 provided additional
funds are received to complete construction of the complex.  The Company has
in the past funded a portion of its cash needs through loans from LVDG,
however, any future loans from LVDG are likely to be limited.  If the proposed
merger with LVDG is completed, the current assets and cash flow, if any, of
LVDG will be available to help fund the All-American SportPark.  The Company
does not expect to have any significant capital expenditures other than the
development of the SportPark.

DISCONTINUED OPERATIONS

On February 26, 1997, the Company and LVDG sold certain assets and transferred
certain liabilities to an unrelated buyer.  The total consideration received
was approximately $5.3 million of which approximately $2.75 million was
allocated to the Company.  Specifically, the Company sold all of its interest
in its franchise business, including its rights under agreements with
franchisees, the right to franchise such stores and the rights to related
trademarks.  The buyer also assumed certain trade payables of the Company and

                                    17
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LVDG.  The sale of all assets, liabilities and rights related to the franchise
and wholesale businesses have been presented as "Discontinued Operations" in
the accompanying condensed consolidated statements of operations.

During 1997, SAGC and Callaway Golf Company ("Callaway") formed All-American
Golf LLC, a California limited liability company to construct, manage and
operate the "Callaway Golf Center", a premier golf facility at the site of the
All-American SportPark.  SAGC contributed the value of expenses incurred
relating to the design and construction of the golf center plus cash in the
combined amount of $3 million for 80% of the membership units.  Callaway
contributed equity capital of $750,000 and loaned the LLC $5.25 million for
the remaining 20% of the membership units the "Callaway loan".

The Callaway loan bears interest at a rate of 10 percent per annum with
monthly interest payments commencing 60 days after the opening of the golf
center (which occurred on October 1, 1997).  All-American Golf was unable to
make the interest payments due and, accordingly, on March 18, 1998 entered
into a forbearance agreement with Callaway Golf Company which cured the
default and established terms to repay the amounts in arrears.

On May 5, 1998, SAGC sold its 80% interest in All-American Golf to Callaway in
exchange for $1.5 million in cash and the cancellation of a $3 million
collateralized note evidencing amounts loaned to the Company in March 1998 by
Callaway, and related accrued interest thereon.  Of the consideration,
$500,000 was with held by Callaway until it has secured all rights necessary
to operate the Callaway Golf Center, of which $250,000 was collected by June
30, 1998.  In connection with the sale of its membership units SAGC resigned
as manager of the LLC and agreed not to compete with the Callaway Golf Center
in Clark County, Nevada for a period of two years.  The agreement also
provides for a buy back option to the Company which enables it to repurchase
its 80% equity ownership for a period of 2 years on essentially the same
financial terms that it sold its interest to the Callaway Golf Company.  The
Company recorded a gain of $1,638,900 on the disposal of its 80% interest in
All-American Golf.

YEAR 2000 COMPLIANCE

The Company is aware of the issues associated with the programming code in
existing computer systems as the year 2000 approaches.  The Company has
assessed these issues as they relate to the Company, and the Company believes
that the year 2000 problem will not be material to the Company.

                        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.

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

         (a)  Exhibits

EXHIBIT
NUMBER      DESCRIPTION                               LOCATION

10.27       Membership Interest Purchase Agreement    Filed herewith
            dated May 5, 1998, by and among Callaway  electronically
            Golf Company, CGV, Inc., Saint Andrews 
            Golf Corporation, et al

10.28       Option Agreement dated May 5, 1998,       Filed herewith
            between CVG, Inc. and Saint Andrews       electronically
            Golf Corporation

27          Financial Data Schedule                   Filed herewith
                                                      electronically



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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.

                                  SAINT ANDREWS GOLF CORPORATION




Date:  August 12, 1998            By:/s/ Ron Boreta
                                     Ron Boreta, President &
                                     Chief Executive Officer

                                    20
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                             EXHIBIT INDEX
EXHIBIT                                            METHOD OF FILING
-------                                            ------------------
10.27    Membership Interest Purchase Agreement    Filed herewith
         dated May 5, 1998, by and among Callaway  electronically
         Golf Company, CGV, Inc., Saint Andrews 
         Golf Corporation, et al

10.28    Option Agreement dated May 5, 1998,       Filed herewith
         between CVG, Inc. and Saint Andrews       electronically
         Golf Corporation

27.      Financial Data Schedule                   Filed herewith
                                                   electronically