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, 2003




                       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 12, 2003, 3,400,000 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, 2003 and December 31, 2002 ...................  3

         Consolidated Statements of Operations
         Three Months Ended September 30, 2003 and 2002 .............  5

         Consolidated Statements of Operations
         Nine Months Ended September 30, 2003 and 2002 ..............  6

         Consolidated Statements of Cash Flows
         Nine Months Ended September 30, 2003 and 2002 ..............  7

         Notes to Consolidated Financial Statements .................  8

Item 2.  Management's Discussion and Analysis or
         Plan of Operation .......................................... 11

Item 3.  Controls and Procedures .................................... 14

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings .......................................... 14

Item 2.  Changes in Securities ...................................... 14

Item 3.  Defaults Upon Senior Securities ............................ 14

Item 4.  Submission of Matters to a Vote of Security
         Holders .................................................... 14

Item 5.  Other Information .......................................... 14

Item 6.  Exhibits and Reports on Form 8-K ........................... 14

SIGNATURES .......................................................... 15















                                      2


                 ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS
                   SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

ASSETS

                                                   2003           2002
                                                ----------     ----------
                                                (Unaudited)
Current assets:
  Cash                                          $   61,421     $   30,108
  Accounts receivable                               50,756         36,968
  Prepaid expenses and other                        40,812         54,431
                                                ----------     ----------
     Total current assets                          152,989        121,507

Leasehold improvements and equipment, net          818,937        801,513
Due from affiliated stores                         145,070        136,507
Note receivable - related party                     20,000         20,000
Due from other related entities                     88,116         20,017
Other assets                                         5,909          3,488
                                                ----------     ----------
     Total assets                               $1,231,021     $1,103,032
                                                ==========     ==========



























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



                                      3





                 ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
                         CONSOLIDATED BALANCE SHEETS
                   SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY

                                                   2003           2002
                                                -----------    -----------
                                                (Unaudited)

Current liabilities:
  Current portion of long-term debt             $   108,094    $   106,917
  Current portion of notes payable to affiliate     200,000        200,000
  Interest payable to affiliate                     103,658         98,658
  Accounts payable and accrued expenses             359,224        726,981
                                                -----------    -----------
     Total current liabilities                      770,976      1,132,556

Notes payable to affiliate, net of current
 portion                                          4,113,473      4,113,473
Interest payable to affiliate                     1,521,771      1,203,260
Due to affiliated stores                            176,655        157,910
Due to other related entities                       419,721        534,099
Long-term debt, net of current portion              334,219        378,352
Deferred income                                       6,608         82,408
                                                -----------    -----------
     Total liabilities                            7,343,423      7,602,058
                                                -----------    -----------

Minority interest in subsidiary                     488,202        285,110

Shareholders' equity deficiency:
  Series B Convertible Preferred Stock, $.001
   par value, no shares issued and outstanding         -              -
  Common Stock, $.001 par value, 10,000,000
   shares authorized, 3,400,000 shares issued
   and outstanding at September 30, 2003 and
   December 31, 2002, respectively                    3,400          3,400
  Additional paid-in capital                     11,462,882     11,462,882
  Accumulated deficit                           (18,066,886)   (18,250,418)
                                                -----------    -----------
     Total shareholders' equity deficiency       (6,600,604)    (6,784,136)
                                                -----------    -----------
Total liabilities and shareholders'
 equity deficiency                              $ 1,231,021    $ 1,103,032
                                                ===========    ===========




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



                                      4





                 ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
                    CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                  (UNAUDITED)

                                                   2003           2002
                                                -----------    -----------

Revenues                                        $   504,883    $   515,491
Cost of revenues                                     90,910         98,694
                                                -----------    -----------
     Gross profit                                   413,973        416,797
                                                -----------    -----------

Operating expenses:
   Selling, general and administrative              469,374        517,244
   Depreciation and amortization                     17,002         21,669
                                                -----------    -----------
     Total operating expenses                       486,376        538,913
                                                -----------    -----------
Operating loss                                      (72,403)      (122,116)

Interest expense, net                              (115,092)      (126,575)
                                                -----------    -----------
     Loss before minority interest                 (187,495)      (248,691)
                                                -----------    -----------

Minority interest in income of subsidiary            49,665         60,178
                                                -----------    -----------
     Net loss                                   $  (137,830)   $  (188,513)
                                                ===========    ===========
NET LOSS PER SHARE:
  Basic and diluted net loss per share          $     (0.04)   $     (0.06)
                                                ===========    ===========
















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



                                      5





                 ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF OPERATIONS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                  (UNAUDITED)

                                                   2003           2002
                                                -----------    -----------

Revenues                                        $ 1,783,619    $ 1,778,973
Cost of revenues                                    266,730        294,154
                                                -----------    -----------
     Gross profit                                 1,516,889      1,484,819
                                                -----------    -----------

Operating expenses:
  Selling, general and administrative             1,605,040      1,415,771
  Depreciation and amortization                      50,408         67,046
                                                -----------    -----------
     Total operating expenses                     1,655,448      1,482,817
                                                -----------    -----------

Operating income (loss)                            (138,559)         2,002

Interest expense, net                              (354,817)      (380,874)
Other income                                        880,000           -
                                                -----------    -----------
     Income (loss) before minority interest         386,624       (378,872)

Minority interest in income of subsidiary          (203,092)        57,516
                                                -----------    -----------
     Net income (loss)                          $   183,532    $  (321,356)
                                                ===========    ===========

NET INCOME (LOSS) PER SHARE:
  Basic and diluted net income (loss)
   per share                                    $      0.05    $     (0.10)
                                                ===========    ===========













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




                                      6




                  ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2003 AND 2002
                                 (Unaudited)

                                                   2003           2002
                                                -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                             $   183,532    $  (321,356)
  Adjustments to reconcile net income
   (loss) to net cash provided by
   (used in) operating activities:
     Minority interest                              203,092        (57,516)
     Depreciation and amortization                   50,408         67,046
     Gain on sale of securities                        -            (1,061)
  Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable     (13,788)           999
     Decrease in prepaid expenses and other          11,198         21,257
     Increase (decrease) in accounts payable
      and accrued expenses                         (367,757)         3,804
     Increase in interest payable to shareholder
      and affiliated store                          323,511        337,093
     Decrease in deferred income                    (75,800)       (75,000)
                                                -----------    -----------
     Net cash provided by (used in)
      operating activities                          314,396        (24,734)
                                                -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of securities                     -            76,306
  Leasehold improvements                            (67,832)        (3,577)
                                                -----------    -----------
     Net cash provided by (used in)
      investing activities                          (67,832)        72,729
                                                -----------    -----------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in due to affiliated
   stores and other related entities               (172,295)        44,177
  Principal payments on notes payable
    to shareholder                                     -           (76,306)
  Principal payments on notes payable and
    capital leases                                  (42,956)       (13,695)
                                                -----------    -----------
     Net cash used in financing activities         (215,251)       (45,824)
                                                -----------    -----------
NET INCREASE IN CASH                                 31,313          2,171

CASH, beginning of period                            30,108         27,322
                                                -----------    -----------
CASH, end of period                             $    61,421    $    29,493
                                                ===========    ===========

SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                        $    57,407    $    39,469
                                                ===========    ===========

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

                                      7


                  ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                (UNAUDITED)

1.   CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements of All-American
SportPark, Inc. ("AASP"), include the accounts of AASP and its 65% owned
subsidiary, All-American Golf Center, Inc. ("AAGC"), collectively the
"Company.  All significant intercompany accounts and transactions have been
eliminated.  The 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,
2003, 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 the 2002 interim financial
statements for comparability with the current period.

These consolidated financial statements should be read in conjunction with the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2002,
from which the December 31, 2002 audited balance sheet information was
derived.

The Company's 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 the Callaway Golf fitting center
and three tenants: the Saint Andrews Golf Shop retail store (Note 5), Giant
Golf teaching academy, and the Bistro 10 restaurant and bar.

2.   INCOME (LOSS) PER SHARE AND SHAREHOLDER'S EQUITY DEFICIENCY

Basic and diluted income (loss) per share is computed by dividing the reported
net income or loss 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
3,400,000 for the three-month periods, and 3,400,000 and 3,313,919 for the
nine-month periods ended September 30, 2003 and 2002, respectively.




                                       8




3.   LEASES

The land underlying the Callaway Golf Center is leased to AAGC.  The lease
expires in 2012 and has two five-year renewal options.  Also, the lease has a
provision for contingent rent to be paid by AAGC upon reaching certain levels
of gross revenues.  The lease has a corporate guarantee of AASP.

4.   LONG-TERM DEBT

The Company has outstanding a promissory note payable to Active Media Services
("Active") in the original amount of $1 million due in quarterly installments
of $25,000 through September 2008 without interest.  This note has been
discounted to reflect its present value.

Because of cash flow constraints, the Company negotiated an agreement with
Active to restructure its payments due under the Note.  Certain amounts due
under the Note in 2002 were deferred into 2003.  As noted above, the normal
quarterly payments are $25,000.  In 2003, the amount due for each quarterly
payment is $36,667.  The required payments have been made in 2003.  After
2003, the quarterly installments return to $25,000.

5.   RELATED PARTY TRANSACTIONS

The Company has transactions and relationships with (a) The Company Chairman's
two wholly-owned golf retail stores in Las Vegas, Nevada (the "Paradise Store"
and "Rainbow Store") and, (b) two golf retail stores, both named Saint Andrews
Golf Shop ("SAGS"), owned by the Company's President and his brother.  One of
the SAGS stores is the retail tenant in the Callaway Golf Center.  The
Paradise Store, Rainbow Store, and SAGS are referred to herein as the
"Affiliated Stores." The types of costs and expenses that are shared by these
entities are advertising, payroll and employee benefits, warehouse rent,
equipment leases, and miscellaneous office expenses. Costs are allocated to
each entity based on relative benefits received.  Amounts allocated to these
related parties by the Company approximated $60,000 for the quarters ended
September 30, 2003 and 2002.

In the third quarter of 2003, SAGS secured financing on behalf of AAGC to
construct a pylon sign at the entrance of the golf center facility.  The total
financing for the sign will be approximately $170,000; $45,000 has been drawn
down to begin fabrication of the sign.  The balance of $125,000 is expected to
be drawn down when the sign is installed which is expected to be early 2004.
SAGS pays the debt service on the financing and bills AAGC for the amount
paid.  The financing is for five years with monthly payments of approximately
$3,500.

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.  Historically,
the Company has incurred net losses.  As of September 30, 2003, the Company
had a working capital deficit of $617,987 and a shareholders' equity
deficiency of $6,600,604.





                                      9

AASP management believes that its operations, and existing cash balances of
$61,421 as of September 30, 2003, may not be sufficient to fund operating cash
needs and debt service requirements over at least the next 12 months.  In
March 2003, the Company reached a settlement with the general contractor and
other entities responsible for building the CGC wherein the Company received
$880,000. Of this amount, approximately $250,000 was used to pay outstanding
legal and expert fee costs related to the lawsuit.  Also, approximately
$350,000 was used to reduce obligations to related parties.  The balance of
the proceeds have been used in funding operations.

In connection with the settlement described above, a subcontractor involved in
that matter elected not to settle and subsequently, the Company prevailed in a
judgment against said subcontractor in the amount of $660,000.  The
subcontractor has appealed; a settlement meeting is scheduled for late
November 2003.  If a settlement can be reached, the settlement proceeds may be
used to fund operations.

Management continues to seek other sources of funding, which may include
Company officers or directors or other related parties.  In addition,
management continues to analyze all operational and administrative costs of
the Company and has made and will continue to make the necessary cost
reductions as appropriate.

Among its alternative courses of action, management of the Company may seek
out and pursue a business combination transaction with an existing private
business enterprise that might have a desire to take advantage of the
Company's status as a public corporation.  There is no assurance that the
Company will acquire a favorable business opportunity through a business
combination.  In addition, even if the Company becomes involved in such a
business opportunity, there is no assurance that it would generate revenues or
profits, or that the market price of the Company's common stock would be
increased thereby.

The Callaway Golf Center has generated positive cash flow since 1998.
However, this positive cash flow is used to fund corporate overhead.

Management continues to seek out financing to help fund working capital needs
of the Company.  In this regard, 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
with terms acceptable to the Company.

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.

7.   SUBSEQUENT EVENT

In November 2003, SAGS loaned the Company $50,000 to fund operations. The loan
is for one year with interest accruing at ten percent per annum.






                                      10



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

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

CRITICAL ACCOUNTING POLICIES AND PRACTICES

     The Company has elected to follow Accounting Principles Board Opinion No.
25, "Accounting for Stock Issued to Employees," and related interpretations in
accounting for its employee stock options.

     The Company does not employ any other accounting policies and estimates
that are either selected from among available alternatives or require the
exercise of significant management judgment to apply.

OVERVIEW

     The Company's operations consist of the management and operation of a
golf course and driving range property called the Callaway Golf Center.

RESULTS OF OPERATIONS THREE MONTHS ENDED SEPTEMBER 30, 2003 AS COMPARED TO THE
THREE MONTHS ENDED SEPTEMBER 30, 2002

     REVENUES.  Revenues of the Callaway Golf Center ("CGC") decreased 2.1% to
$504,883 in 2003 compared to $515,491 in 2002.  This decrease is due mainly to
an approximate 2% decrease in golf course rounds played due to less favorable
weather conditions in 2003.

     COST OF REVENUES.  Cost of revenues decreased 7.9%, to $90,910 in 2003
compared to $98,694 in 2002.  Cost of revenues as a percentage of Revenues was
18.0% in 2003 compared to 19.1% in 2002.  This decrease is due mainly to lower
direct payroll costs resulting from better staff management.

     SELLING, GENERAL AND ADMINISTRATIVE (SG&A).  These expenses consist
principally of administrative payroll, rent, professional fees and other
corporate costs.  These expenses decreased 9.3% to $469,374 in 2003 compared
to $517,244 in 2002 due to (1) lower legal and professional fees for AASP
totaling about $35,000, and (2) approximately $12,000 lower administrative
payroll costs for AAGC.

     INTEREST EXPENSE, NET.  Interest expense, net decreased 9.1% to $115,092
in 2003 compared to $126,575 in 2002.  The decrease in 2003 is attributed to
$168,363 less in notes payable in 2003; $168,363 in notes payable were
forgiven by an affiliate of the Company at the end of 2002.

RESULTS OF OPERATIONS   NINE MONTHS ENDED SEPTEMBER 30, 2003 AS COMPARED TO
THE NINE MONTHS ENDED SEPTEMBER 30, 2002

     REVENUES.  Revenues of the Callaway Golf Center ("CGC") increased 0.3% to
$1,783,619 in 2003 compared to $1,778,973 in 2002.  This increase is due
mainly to more favorable weather conditions in the first quarter of 2003
compared to 2002 nearly offset completely by less favorable weather conditions
in the third quarter of 2003.



                                    11

<PAGE>
     COST OF REVENUES.  Cost of revenues decreased 9.3%, to $266,730 in 2003
compared to $294,154 in 2002.  Cost of revenues as a percentage of Revenues
was 15.0% in 2003 compared to 16.5% in 2002.  This decrease is due mainly to
lower direct payroll costs resulting from better staff management.

     SELLING, GENERAL AND ADMINISTRATIVE (SG&A).  These expenses consist
principally of administrative payroll, rent, professional fees and other
corporate costs.  These expenses increased 13.4% to $1,605,040 in 2003
compared to $1,415,771 in 2002 due almost exclusively to legal fees and costs
associated with the Company's lawsuit as plaintiff against the general
contractor that built the CGC.  Approximately $200,000 in legal fees and costs
were incurred for this lawsuit; it was settled with the general contractor in
March 2003.

     INTEREST EXPENSE, NET.  Interest expense, net decreased 6.8% to $354,817
in 2003 compared to $380,874 in 2002.  The decrease in 2003 is attributed to
$168,363 less in notes payable in 2003; $168,363 in notes payable were
forgiven by an affiliate of the Company at the end of 2002.

     NET INCOME (LOSS).  Net income was $183,532 in 2003 compared to a net
loss in 2002 of $321,356.  The primary differences in 2003 are described above
coupled with income derived from the Company's settlement for $880,000 of its
lawsuit as plaintiff against the general contractor that built the CGC.

LIQUIDITY AND CAPITAL RESOURCES

     As of June 30, 2003, the Company had a working capital deficit of
$617,987 and a shareholders' equity deficiency of $6,600,604.

     AASP management believes that its operations, and existing cash balances
of $61,421 as of September 30, 2003, may not be sufficient to fund operating
cash needs and debt service requirements over at least the next 12 months.
Accordingly, in its report on the Company's annual financial statements for
2002, the Company's auditors expressed substantial doubt about the Company's
ability to continue as a going concern.

     In March 2003, the Company reached a settlement with the general
contractor and other entities responsible for building the CGC wherein the
Company received $880,000.  Of this amount, approximately $250,000 was used to
pay outstanding legal and expert fee costs related to the lawsuit.  Also,
approximately $350,000 was used to reduce obligations to related parties.  The
balance of the proceeds have funded operations.

     In connection with the settlement described above, a subcontractor
involved in that matter elected not to settle and subsequently, the Company
prevailed in a judgment against said subcontractor in the amount of $660,000.
The subcontractor has appealed; a settlement meeting is scheduled for late
November 2003.  If a settlement can be reached, the settlement proceeds may be
used to fund operations.

     Management continues to seek other sources of funding, which may include
Company officers or directors or other related parties.  In addition,
management continues to analyze all operational and administrative costs of
the Company and has made and will continue to make the necessary cost
reductions as appropriate.


                                    12

<PAGE>
     Among its alternative courses of action, management of the Company may
seek out and pursue a business combination transaction with an existing
private business enterprise that might have a desire to take advantage of the
Company's status as a public corporation.  At this time, management does not
intend to target any particular industry but, rather, intends to judge any
opportunity on its individual merits.  Any such transaction would likely have
a dilutive effect on the interests of the Company's stockholders that would,
in turn, reduce each shareholders proportionate ownership and voting power in
the Company.  There is no assurance that the Company will acquire a favorable
business opportunity through a business combination.  In addition, even if the
Company becomes involved in such a business opportunity, there is no assurance
that it would generate revenues or profits, or that the market price of the
Company's common stock would be increased thereby.

     The Company has no commitments to enter into or acquire a specific
business opportunity and therefore can disclose the risks of a business or
opportunity that it may enter into in only a general manner, and cannot
disclose the risks of any specific business or opportunity that it may enter
into.  An investor can expect a potential business opportunity to be quite
risky.  Any business opportunity acquired may be currently unprofitable or
present other negative factors.

     The Callaway Golf Center has generated positive cash flow since 1998.
However, this positive cash flow is used to fund corporate overhead that is in
place in support of the CGC and public company operations.

     Working capital needs have been helped by deferring payments of interest
and notes payable balances due to an affiliate.  Management believes that
additional deferrals of such payments could be negotiated, if necessary.

     Management continues to seek out financing to help fund working capital
needs of the Company.  In this regard, 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
with 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.

Special Cautionary Notice Regarding 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.


                                    13

<PAGE>
ITEM 3.  CONTROLS AND PROCEDURES

     As of September 30, 2003, under the supervision and with the
participation of the Company's Chief Executive Officer and the Principal
Financial Officer, management has evaluated the effectiveness of the design
and operation of the Company's disclosure controls and procedures.  Based on
that evaluation, the Chief Executive Officer and Principal Financial Officer
concluded that the Company's disclosure controls and procedures were effective
as of September 30, 2003.  There were no changes in internal control over
financial reporting that occurred during the fiscal quarter covered by this
report that have materially affected, or are reasonably likely to affect, the
Company's internal control over financial reporting.

                        PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

     On September 12, 2000, the Company filed a complaint against Bentar
Development, Inc. and Contractors Bonding & Insurance Company in the District
Court of Clark County, Nevada, seeking damages for breach of contract, unjust
enrichment, and license bond claim.  Bentar Development, Inc. was the general
contractor on the construction of the Callaway Golf Center.  The Company
settled the case in March 2003 with Bentar and all other involved parties,
except for one subcontractor named Western Technologies.  The settlement with
Bentar resulted in the Company receiving $880,000 in cash.  Subsequent to the
settlement, the Company continued its suit against Western Technologies and
was awarded a judgment against Western Technologies of $660,000 in March 2003.
Western Technologies is opposing the judgment and has filed an appeal with the
Nevada Supreme Court.  A settlement meeting with a mediator is scheduled for
November 18, 2003.

Item 2.  Changes in Securities.  None.

Item 3.  Defaults Upon Senior Securities.  None

Item 4.  Submission of Matters to a Vote of Security Holders.  None.

Item 5.  Other Information.  None.

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

(a)     Exhibits:

   31.1   Certification of Chief         Filed herewith
          Executive Officer Pursuant     electronically
          to Section 302 of the
          Sarbanes-Oxley Act of 2002

   31.2   Certification of Chief         Filed herewith
          Financial Officer Pursuant     electronically
          to Section 302 of the
          Sarbanes-Oxley Act of 2002




                                    14

<PAGE>
   32.1   Certification of Chief         Filed herewith
          Executive Officer Pursuant     electronically
          to 18 U.S.C Section 1350

   32.2   Certification of Chief         Filed herewith
          Financial Officer Pursuant     electronically
          to 18 U.S.C Section 1350


   (b)  Reports on Form 8-K.  None.





                                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 12, 2003         By: /s/ Ronald Boreta
                                    ----------------------------------------
                                    Ronald Boreta, President and
                                    Chief Executive Officer



Date:  November 12, 2003         By: /s/ Kirk Hartle
                                    ----------------------------------------
                                    Kirk Hartle, Chief Financial Officer





















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