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, 2002




                       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 August 14, 2002, 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
         June 30, 2002 and December 31, 2001                          3

         Consolidated Statements of Operations
         Three Months Ended June 30, 2002 and 2001                    5

         Consolidated Statements of Operations
         Six Months Ended June 30, 2002 and 2001                      6

         Consolidated Statements of Cash Flows
         Six Months Ended June 30, 2002 and 2001                      7

         Notes to Consolidated Financial Statements                   8

Item 2.  Management's Discussion and Analysis
         Of Financial Condition and Results of Operations            11

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings                                           15

Item 2.  Changes in Securities                                       15

Item 3.  Defaults Upon Senior Securities                             15

Item 4.  Submission of Matters to a Vote of Security
         Holders                                                     15

Item 5.  Other Information                                           15

Item 6.  Exhibits and Reports on Form 8-K                            15

SIGNATURES                                                           16



















                                       2

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

ASSETS
                                                  JUNE 30,     DECEMBER 31,
                                                    2002           2001
                                                -----------    -----------
                                                (UNAUDITED)

Current assets:
  Cash and cash equivalents                     $    22,692    $    27,322
  Accounts receivable                               100,674         90,267
  Prepaid expenses and other                         52,909         83,663
                                                -----------    -----------

     Total current assets                           176,275        201,252


Leasehold improvements and equipment, net           836,986        881,785
Due from affiliated stores                          175,918        170,574
Note receivable - related party                      20,000         20,000
Due from other related entities                        -            30,026
Other assets                                          7,661         12,661
                                                -----------    -----------
     Total assets                               $ 1,216,840    $ 1,316,298
                                                ===========    ===========





























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

                                      3



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


LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY
                                                  JUNE 30,     DECEMBER 31,
                                                    2002           2001
                                                -----------    -----------
                                                (UNAUDITED)

Current liabilities:
  Current portion of long-term debt             $    74,140    $    54,827
  Current portion of obligations under
    capital leases                                    4,997         16,358
  Accounts payable and accrued expenses             692,976        811,464
                                                -----------    -----------
     Total current liabilities                      772,113        882,649

Note payable to shareholder                       5,265,370      5,129,879
Due to affiliated stores                            446,531        425,699
Due to other related entities                       528,239        463,890
Long-term debt, net of current portion              409,188        438,600
Deferred income                                     128,928        178,929
                                                -----------    -----------
     Total liabilities                            7,550,369      7,519,646
                                                -----------    -----------

Minority interest                                   376,386        373,724

Shareholders' equity deficiency:
  Series B Convertible Preferred Stock, $.001
   par value, 250,000 shares issued and
   outstanding at December 31, 2001                    -         2,500,000
  Common Stock, $.001 par value, 10,000,000
   shares authorized, 3,400,000 and 3,150,000
   shares issued and outstanding at June 30,
   2002 and December 31, 2001, respectively           3,400          3,150
  Additional paid-in capital                     11,462,882      8,963,132
  Accumulated deficit                           (18,176,197)   (18,043,354)
                                                -----------    -----------
     Total shareholders' equity deficiency       (6,709,915)    (6,577,072)


Total liabilities and shareholders' equity
  deficiency                                    $ 1,216,840    $ 1,316,298
                                                ===========    ===========








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

                                      4



                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE THREE MONTHS ENDED JUNE 30, 2002 AND 2001
                                  (UNAUDITED)

                                                   2002           2001
                                                -----------    -----------

Revenues                                        $   674,660    $   662,976
Cost of revenues                                     77,081         91,497
                                                -----------    -----------
     Gross profit                                   597,579        571,479

Operating expenses:
   Selling, general and administrative              485,688        523,889
   Depreciation and amortization                     23,167         22,595
                                                -----------    -----------
     Total operating expenses                       508,855        546,484
                                                -----------    -----------

Operating income                                     88,724         24,995

Interest expense, net                              (126,854)      (127,044)
                                                -----------    -----------
     Loss from continuing operations before
       minority interest                            (38,130)      (102,049)

Minority interest                                    (7,605)        (5,750)
                                                -----------    -----------
     Loss from continuing operations                (45,735)      (107,799)

DISCONTINUED OPERATIONS:

Loss from disposal of discontinued segment             -          (316,263)
                                                -----------    -----------
     Net loss                                   $   (45,735)   $  (424,062)
                                                ===========    ===========

NET LOSS PER SHARE:
  Basic and diluted:
    Loss from continuing operations             $     (0.01)   $     (0.03)
    Loss from discontinued operations                   -            (0.10)
                                                -----------    -----------
     Net loss per share                         $     (0.01)   $     (0.13)
                                                ===========    ===========










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

                                      5



                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                  (UNAUDITED)

                                                   2002           2001
                                                -----------    -----------

Revenues                                        $ 1,263,482    $ 1,283,440
Cost of revenues                                    147,734        170,191
                                                -----------    -----------
     Gross profit                                 1,115,748      1,113,249
                                                -----------    -----------

Operating expenses:
   Selling, general and administrative              946,253      1,026,870
   Depreciation and amortization                     45,377         45,170
                                                -----------    -----------
     Total operating expenses                       991,630      1,072,040
                                                -----------    -----------

Operating income                                    124,118         41,209

Interest expense, net                              (254,299)      (256,438)
                                                -----------    -----------
     Loss from continuing operations before
       minority interest                           (130,181)      (215,229)

Minority interest in income of subsidiary            (2,662)        (5,750)
                                                -----------    -----------
     Loss from continuing operations               (132,843)      (220,979)

DISCONTINUED OPERATIONS:

Loss from disposal of discontinued segment             -          (260,024)
                                                -----------    -----------
     Net loss                                   $  (132,843)   $  (481,003)
                                                ===========    ===========

NET LOSS PER SHARE:
  Basic and diluted:
    Loss from continuing operations             $     (0.04)   $     (0.07)
    Loss from discontinued operations                   -            (0.08)
                                                -----------    -----------
     Net loss per share                         $     (0.04)   $     (0.15)
                                                ===========    ===========









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

                                      6



                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                  FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                                    (UNAUDITED)

                                                   2002           2001
                                                -----------    -----------
 CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                      $  (132,843)   $  (481,003)
    Adjustment to reconcile net loss to net
     cash provided by (used in) operating
     activities of continuing operations:
      Minority interest                               2,662          5,750
      Loss from discontinued operations                -           260,024
      Depreciation and amortization                  45,377         45,170
      Gain on sale of securities                     (1,061)          -
    Changes in operating assets and liabilities:
      Increase in accounts receivable               (10,407)       (13,552)
      (Increase) decrease in prepaid expenses
        and other                                    35,754        (23,208)
      Increase (decrease) in accounts payable
        and accrued expenses                       (118,488)       205,883
      Increase in interest payable to shareholder
        and affiliated store                        211,797        214,661
      Increase (decrease) in deferred income        (50,001)        50,010
                                                -----------    -----------
     Net cash provided by (used in) operating
      activities of continuing operations           (17,210)       263,735

CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of securities                   76,306           -
  Leasehold improvements expenditures                  (578)       (25,785)
                                                -----------    -----------
     Net cash provided by (used in) investing
      activities of continuing operations            75,728        (25,785)
                                                -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in due to affiliated
   stores and other related entities                 34,618        (60,042)
  Principal payments on notes payable to
   shareholder                                      (76,306)          -
  Cash paid to redeem preferred stock                  -            (5,000)
  Principal payments on notes payable               (10,099)       (24,358)
  Principal payments on capital leases              (11,361)       (11,362)
                                                -----------    -----------
     Net cash used in financing activities
      of continuing operations                      (63,148)      (100,762)
                                                -----------    -----------
NET CASH PROVIDED BY DISCONTINUED OPERATIONS           -            11,151
                                                -----------    -----------

NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                                   (4,630)       148,339
CASH AND CASH EQUIVALENTS, beginning of period       27,322        150,556
                                                -----------    -----------
CASH AND CASH EQUIVALENTS, end of period        $    22,692    $   298,895
                                                ===========    ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                     $    26,784    $    30,975
                                                ===========    ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Land lease obligation exchanged for common
   stock of subsidiary                          $      -       $   451,740
                                                ===========    ===========

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

                                      7


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


1.  CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements include the
accounts of All-American Sportpark, Inc. ("AASP"), a Nevada corporation, and
its subsidiary, All-American Golf Center, Inc. ("AAGC").  For year 2001
amounts, the financial statements also include the accounts of AASP's
discontinued SportPark subsidiary, SportPark Las Vegas, Inc. ("SPLV") that was
dissolved as of February 14, 2002.  AASP, AAGC, and SPLV are collectively
referred to herein as the "Company."  All significant inter-company accounts
and transactions have been eliminated.  The Company's continuing operations of
the Callaway Golf Center ("CGC") are included in AAGC.

The accompanying financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange
Commission relating to interim financial statements.  Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted.  In the opinion of management, all necessary adjustments
have been made to present fairly, in all material respects, the financial
position, results of operations and cash flows of the Company at June 30, 2002
and for all periods presented.

Certain reclassifications have been made to amounts in the 2001 statements of
operations and of cash flows to conform to the 2002 presentation.

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, 2001,
from which the December 31, 2001 audited balance sheet was derived.

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

2.     RESTRUCTURING AND SETTLEMENT AGREEMENT

In connection with the disposal of the SportPark, on June 1, 2001, the Company
completed a transaction pursuant to a Restructuring and Settlement Agreement
with Urban Land of Nevada, Inc. (the "Landlord"), whereby the Company issued
the Landlord a 35-percent ownership interest in AAGC.  In connection
therewith, the Company, AAGC and the Landlord entered into a Stockholders
Agreement that provides certain restrictions and rights on the AAGC shares
issued to the Landlord.  As to matters other than the election of Directors,
the Landlord has agreed to vote its shares of AAGC as designated by the
Company.





                                       8


3.     LOSS PER SHARE AND SHAREHOLDER'S EQUITY DEFICIENCY

Basic and diluted loss per share is computed by dividing the reported net loss
from continuing operations and discontinued operations by the weighted average
number of common shares outstanding during the period. The weighted-average
number of common and common equivalent shares used in the calculation of basic
and diluted loss per share were 3,270,166 and 3,150,000 for the six month
periods ended June 30, 2002 and 2001, respectively, and 3,389,011 and
3,150,000 for the three-month periods ended June 30, 2002 and 2001.

Prior to April 5, 2002, the Company had issued and outstanding 3,150,000
shares of common stock and 250,000 shares of Series B convertible preferred
stock.  Sports Entertainment Enterprises, Inc. ("SPEA"), a publicly traded
company, owned 2,000,000 of the Company's common shares outstanding and all of
the Series B preferred shares that combined represented an approximate 66%
ownership in the Company.  On April 5, 2002, SPEA elected to convert its
Series B convertible preferred stock into common stock on a 1 for 1 basis.  As
such, commencing April 5, 2002, the Company had issued and outstanding
3,400,000 shares of common stock and no Series B preferred stock.

On May 8, 2002, SPEA completed a spin-off of its AASP common stock holdings to
SPEA shareholders that resulted in SPEA having no ownership interest in the
Company.

4.     LEASES

The land underlying the CGC is leased to the Company at a base minimum monthly
rent of $33,173.  The lease commenced October 1, 1997 with a term of 15 years
with two five-year renewal options.  The lease provides for a ten percent
increase in the minimum rent at the end of the fifth year of the term and
every five years thereafter.  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.

5.     RELATED PARTY TRANSACTIONS

The Company has transactions and relationships with (a) SPEA and subsidiaries
("Related Entities"), (b) SPEA's Chairman and his wholly owned golf retail
store in Las Vegas, Nevada (the "Paradise Store") and, (c) 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 and SAGS are referred to herein as
the "Affiliated Stores." The types of activities 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.

The Company has issued notes payable to the Company's Chairman (the
"Chairman's Notes") that bear interest at ten percent per annum with balances
of $5,265,370 and $5,129,879, respectively, at June 30, 2002 and December 31,
2001. Included in the foregoing balances is accrued interest payable of
$1,048,501 and $836,704, respectively.

The Company has issued notes payable to the Paradise Store (the "Paradise
Notes") that bear interest at ten percent per annum with balances of $366,538
and $353,289, respectively, at June 30, 2002 and December 31, 2001.  Included
in the foregoing balances is accrued interest payable of $101,571 and $88,322,
respectively.  These balances due are included under the caption "Due to
Affiliated Stores" in the accompanying consolidated balance sheets.

                                       9


The Chairman's Notes and the Paradise Notes (collectively, the "Notes") are
due at various dates through the year 2008; the assets of the Company secure
the Notes.  In February 2002, the Company repaid $76,306 in principal on the
Notes.

Interest payments on the Notes have been deferred since inception.  The
Chairman has agreed to continue deferring payment of the accrued interest
until such time as the Company has adequate capital resources to service this
obligation.

6.  GOING CONCERN MATTERS

The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  As shown in the
accompanying consolidated financial statements, for the six months ended June
30, 2002, the Company had a net loss of $132,843.  For the year ended December
31, 2001, the Company had a net loss from continuing operations of $603,775.
As of June 30, 2002, the Company had a working capital deficit of $595,838 and
a shareholders' equity deficiency of $6,709,915.

Management believes that its continuing operations may not be sufficient to
fund operating cash needs and debt service requirements over at least the next
12 months.  As a result, management attempted to negotiate a deferral of three
scheduled debt payments with its primary lender on the CGC; however, the
lender was only willing to defer one $25,000 payment (the March 2002 payment).
This payment is to be repaid in equal amounts in addition to the regularly
scheduled $25,000 payments due June 30, September 30, and December 31, 2002;
the June 30 payment was made on time as agreed with the lender.  As a result,
management plans on seeking other sources of funding as needed, which may
include Company officers or directors or other related parties.  In addition,
management continually analyzes 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 it was
reacquired at the end of 1998.  However, this positive cash flow is used to
fund corporate overhead that is in place in support of the CGC.  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.

                                       10


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

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

OVERVIEW

     The Company's continuing operations consist of the management and
operation of a golf course and driving range property called the Callaway Golf
Center.  The Callaway Golf Center commenced operations on October 1, 1997; the
Company sold its 80% interest in the Callaway Golf Center on May 5, 1998 and
then reacquired 100% of the Callaway Golf Center on December 31, 1998.  In May
2001, the Company issued a 35% interest in the Callaway Golf Center to the
property's landlord in exchange for forgiveness of back rent due the landlord.

RESULTS OF CONTINUING OPERATIONS

     THREE MONTHS ENDED JUNE 30, 2002 AS COMPARED TO THE THREE MONTHS ENDED
JUNE 30, 2001

     REVENUES.  Revenues increased 1.8% to $674,660 in 2002 compared to
$662,976 in 2001.  The modest increase is due to increased revenues for the
golf course and driving range.

     COST OF REVENUES.  Cost of revenues decreased 15.8% to $77,081 in 2002
compared to $91,497 in 2001.  Cost of revenues as a percentage of revenues was
11.4% in 2002 and 13.8% in 2001.  This decrease is due mainly to lower direct
payroll costs in 2002 because of improved staff scheduling.

     SELLING, GENERAL AND ADMINISTRATIVE (SG&A).  These expenses consist
principally of administrative payroll, rent, professional fees and other
corporate costs. These expenses decreased 7.3% to $485,688 in 2002 compared to
$523,889 in 2001.  The decrease is due mainly to a combination of the
following: (1) corporate overhead decreased 24.4%, or about $18,000, due to
lower administrative labor costs and lower legal fees, and (2) SG&A for the
Callaway Golf Center decreased 4.5%, or about $20,000, due to lower property
taxes, advertising, and contract services.

     LOSS FROM CONTINUING OPERATIONS.  Loss from continuing operations for
2002 was $45,735 compared to $107,799 in 2001.  The lower loss for 2002 is due
mainly to the combination of lower operating and SG&A costs in 2002.  The
Company generated operating income of $88,724 in 2002, an increase of 255%
over the 2001 amount of $24,995.

     SIX MONTHS ENDED JUNE 30, 2002 AS COMPARED TO THE SIX MONTHS ENDED JUNE
30, 2001

     REVENUES.  Revenues decreased 1.6% to $1,263,482 in 2002 compared to
$1,283,440 in 2001.  The decrease is due mainly to an approximate 3% decrease
in golf course rounds played in 2002 compared to 2001.  The decrease in rounds
played is attributed to less favorable weather conditions in the first quarter
of 2002 compared to the first quarter of 2001.



                                       11


     COST OF REVENUES.  Cost of revenues decreased 13.2% to $147,734 in 2002
compared to $170,191 in 2001.  Cost of revenues as a percentage of revenues
was 11.7% in 2002 compared to 13.3% in 2001.  This decrease is due mainly to
lower direct payroll costs in 2002 because of improved staff scheduling.

     SELLING, GENERAL AND ADMINISTRATIVE (SG&A).  These expenses consist
principally of administrative payroll, rent, professional fees and other
corporate costs. These expenses decreased 7.9% to $946,253 in 2002 compared to
$1,026,870 in 2001.  The decrease is a combination of the following: (1)
corporate overhead decreased 19.1%, or about $30,000, due to lower
administrative labor costs, and (2) SG&A for the Callaway Golf Center
decreased 5.9%, or about $51,000, because of lower property taxes,
advertising, contract services, and utility costs.

     LOSS FROM CONTINUING OPERATIONS.  Loss from continuing operations for
2002 was $132,843 compared to $220,979 in 2001.  The lower loss for 2002 is
due mainly to the combination of lower operating and SG&A costs in 2002.  The
Company generated operating income of $124,118 in 2002, an increase of 201%
over the 2001 amount of $41,209.

LIQUIDITY AND CAPITAL RESOURCES

     At June 30, 2002, the Company had a working capital deficit of $595,838.
This deficit has decreased approximately $85,000 since December 31, 2001.
This deficit has been created primarily because of the historical financial
problems of the discontinued SportPark business segment.

     On June 1, 2001, the Company completed a transaction pursuant to a
Restructuring and Settlement Agreement with Urban Land of Nevada, Inc. (the
"Landlord"), which essentially rid the Company of the financial strain caused
by the Sportpark.  The Company ceased funding cash shortfalls at the
SportPark, the Company was released from all significant continuing and
contingent liability related to the Sportpark, and all back rent through April
30, 2001 for the CGC was cancelled.

     Management believes that its continuing operations may not be sufficient
to fund operating cash needs and debt service requirements over at least the
next 12 months.  As a result, management attempted to negotiate a deferral of
three scheduled debt payments with its primary lender on the CGC; however, the
lender was only willing to defer one $25,000 payment (the March 2002 payment).
This payment is to be repaid in equal amounts in addition to the regularly
scheduled $25,000 payments due June 30, September 30, and December 31, 2002;
the June 30 payment was made on time as agreed to with the lender.  As a
result, management plans to seek other sources of funding as needed, which may
include Company officers or directors or other related parties. In addition,
management continually analyzes all operational and administrative costs of
the Company and has made and will continue to make the necessary cost
reductions as appropriate.

     The Company's current and expected sources of working capital are its
cash balances that were $22,692 at June 30, 2002 and its operating cash flow
of its CGC property.  Working capital needs have been helped by deferring
payments of interest and notes payable balances due to the Company's Chairman
and Affiliated Store.  Deferrals of payments to the Company's Chairman and
Affiliated Store are expected to continue until the Company has sufficient
cash flow to begin making payments.  The Company does not currently have the
financial resources available to make these payments.


                                       12


     The Company has issued notes payable to the Company's Chairman (the
"Chairman's Notes") that bear interest at ten percent per annum with balances
of $5,265,370 and $5,129,879, respectively, at June 30, 2002 and December 31,
2001. Included in the foregoing balances is accrued interest payable of
$1,048,501 and $836,704, respectively.  The Company repaid $76,306 in
principal on these notes in February 2002.

     The Company has issued notes payable to the Paradise Store (the "Paradise
Notes") that bear interest at ten percent per annum with balances of $366,538
and $353,289, respectively, at June 30, 2002 and December 31, 2001.  Included
in the foregoing balances is accrued interest payable of $101,571 and $88,322,
respectively.

     The Chairman's Notes and the Paradise Notes (collectively, the "Notes")
are due at various dates through the year 2008; the assets of the Company
secure the Notes.  In February 2002, the Company repaid $76,306 in principal
on the Notes.

     Interest payments on the Notes have been deferred since inception.  The
Chairman has agreed to continue deferring payment of the accrued interest
until such time as the Company has adequate capital resources to service this
obligation.

     The Callaway Golf Center has generated positive cash flow since it was
reacquired at the end of 1998.  However, this positive cash flow is used to
fund corporate overhead that is in place in support of the CGC.  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.

     There are no planned material capital expenditures in 2002.

     Operating Activities.  Net cash used in operating activities was $17,210
in 2002 compared to net cash provided by operating activities of $263,735 in
2001.  The primary reasons for the change are (1) a larger net loss in 2001 of
about $88,000 offset by (2) a decrease in accounts payable and accrued
expenses of approximately $118,000 in 2002 compared to an increase in payables
in 2001 of about $206,000, and (3) an increase in deferred income in 2001 of
$50,000 compared to a $50,000 decrease in 2002.

     Investing Activities.  Net cash provided by investing activities was
$75,728 in 2002; net cash used in investing activities was $25,785 in 2001.
The activity in 2002 results from the disposition of equity securities held by
the Company amounting to $76,306 that had been transferred from SPEA offset by
$578 in expenditures for equipment.  The 2001 activity was related to
leasehold improvements made to the golf course driving range.

     Financing Activities.  Net cash used in financing activities was $63,148
in 2002 compared to $100,762 in 2001.  The primary reasons for the difference
are:  (1) an increase in due to affiliated stores and other related entities
in 2002 of $36,618 compared to a corresponding decrease in such accounts of
$60,042 in 2001, (2) payment of $76,306 in 2002 to reduce notes payable to
shareholder, and (3) approximately $14,000 less in 2002 of principal payments
on notes payable due to the negotiated deferral of leasehold mortgage payments
to the CGC's lender.



                                       13


     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
will generate revenues or profits, or that the market price of the Company's
common stock will 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.

Special Cautionary Notice Regarding Forward-Looking Statements

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

















                                       14


                         PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.  None.

Item 2.  Changes in Securities.

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.

     None

     (b)     Reports on Form 8-K.

     The Company filed a report on Form 8-K dated May 8, 2002 reporting
information under Item 1 of that Form concerning Sports Entertainment
Enterprises' ("SPEA") distribution to SPEA shareholders of all of SPEA's
shares of common stock of the Company.  The 2,250,000 shares of common stock
distributed represented approximately 66.2% of the outstanding shares of the
Company.  No other reports on Form 8-K were filed during the quarter ended
June 30, 2002.






























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                                  SIGNATURES

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

                                     ALL-AMERICAN SPORTPARK, INC.



Date:  August 14, 2002               By:/s/ Ronald Boreta
                                        Ronald Boreta, President and
                                        Chief Executive Officer


Date:  August 14, 2002               By:/s/ Kirk Hartle
                                        Kirk Hartle, Chief Financial Officer



                 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
                          CHIEF FINANCIAL OFFICER OF
                          ALL-AMERICAN SPORTPARK, INC.
                       PURSUANT TO 18 U.S.C. SECTION 1350

     We certify that, to the best of our knowledge, the Quarterly Report on
Form 10-QSB of All-American SportPark, Inc. for the period ended June 30,
2002:

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

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



/s/ Ronald Boreta                         /s/ Kirk Hartle
Ronald Boreta                             Kirk Hartle
Chief Executive Officer                   Chief Financial Officer
August 14, 2002                           August 14, 2002
















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