<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 September 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 November 13, 1998, 3,000,000 shares of common stock were outstanding.

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


<PAGE>



<PAGE>
                     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                                         16



Part II: Other Information

Item 1.  Legal Proceedings                                     20

Item 2.  Changes in Securities                                 20

Item 3.  Defaults Upon Senior Securities                       20

Item 4.  Submission of Matters to a Vote of Security
         Holders                                               20

Item 5.  Other Information                                     20

Item 6.  Exhibits and Reports on Form 8-K                      20

         Signatures                                            21


















                                    -2-
<PAGE>


<PAGE>

                  SAINT ANDREWS GOLF CORPORATION
            UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                  ASSETS
 
                                             September 30,     December 31,
                                                 1998              1997
                                             -----------       -----------
                                             (Unaudited)
CURRENT ASSETS:
  Cash and cash equivalents                  $    43,700       $  130,500
  Accounts receivable                          2,466,000            9,300
  Inventories                                    111,700             -
  Due from Affiliated Store                       14,500           69,100
  Due from officer                                  -               3,000
  Due from related party                            -             565,000
  Prepaid expenses and other                     106,900            2,800
                                             -----------      -----------
    Total current assets                       2,742,800          779,700

Leasehold improvements and equipment, net        135,000          140,800

Note receivable - related party                   20,000           20,000

Deposit for land lease                           282,400          433,700

Project development costs                     22,886,800        7,850,100

Other assets                                      60,700           29,300

Net assets of discontinued operations               -           3,250,000
                                             -----------      -----------
Total assets                                 $26,127,700      $12,503,600
                                             ===========      ===========




















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

                                   -3-
<PAGE>


<PAGE>
                        SAINT ANDREWS GOLF CORPORATION
                 UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                      LIABILITIES AND STOCKHOLDERS' EQUITY

                                             September 30,   December 31,
                                                 1998            1997
                                              -----------     -----------
                                              (Unaudited)
CURRENT LIABILITIES:
  Bank line of credit                        $       -        $   668,400
  Current portion of notes payable                420,000         500,000
  Current portion of obligations under
    capital leases                                  7,100           7,100
  Accounts payable and accrued expenses         1,960,400       1,204,800
  Due to Affiliated Store                          15,200          12,200
  Due to related entities                         994,900         371,100
                                              -----------     -----------
    Total current liabilities                   3,397,600       2,763,600
                                              -----------     -----------
Note payable to shareholder
 and related entities                           1,968,700         600,000

Long-term portion of notes payable             13,080,000           -
 
Obligation under capital leases, net
  of current portion                               20,800          26,000

Deferred income                                   519,200         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 September 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 September 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 outstanding
   at September 30, 1998 and December 31, 1997    187,500         187,500
  Accumulated deficit                          (1,382,400)       (576,500)
                                              -----------     -----------
     Total shareholders' equity                 7,141,400       7,947,300
                                              -----------     -----------
Total Liabilities and Shareholders' Equity    $26,127,700     $12,503,600
                                              ===========     ===========

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

                                    -4-
<PAGE>


<PAGE>
                      SAINT ANDREWS GOLF CORPORATION
                     UNAUDITED CONDENSED CONSOLIDATED
                         STATEMENTS OF OPERATIONS

                                               For the Three Months
                                                Ended September 30,
                                             1998                1997
                                          -----------        -----------
                                          (Unaudited)        (Unaudited)
REVENUES:
  Royalties                               $     6,300        $     6,000
  Other                                           200              1,000
                                          -----------        -----------
    Total revenues                              6,500              7,000
                                          -----------        -----------

OPERATING EXPENSES:
  Selling, general and administrative         685,100            177,000
  SportPark development cost                     -                  -
                                          -----------        -----------
    Total operating expenses                  685,100            177,000
 
INTEREST EXPENSE (INCOME), net                 19,000            (45,000)
                                          -----------        -----------

LOSS FROM CONTINUING OPERATIONS              (697,600)          (125,000)
 

NET INCOME (LOSS)                            (697,600)       $  (125,000)
                                          ===========        ===========


EARNINGS PER SHARE:
  Basic and Diluted earnings (loss)
    from continuing operations
    and net income                        $     (.23)        $     (.04)



















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

                                    -5-
<PAGE>


<PAGE>

                      SAINT ANDREWS GOLF CORPORATION
                     UNAUDITED CONDENSED CONSOLIDATED
                        STATEMENTS OF OPERATIONS

                                               For the Nine Months
                                               Ended September 30,
                                             1998                1997
                                          -----------        -----------
                                          (Unaudited)        (Unaudited)
REVENUES:
  Royalties                                    18,800             18,000
  Other                                        18,200              5,000
                                          -----------        -----------
    Total revenues                             37,000             23,000
                                          -----------        -----------

OPERATING EXPENSES:
  Selling, general and administrative       2,157,600            527,000
  SportPark development costs                    -               152,000
                                          -----------        -----------
    Total operating expenses                2,157,600            679,000
 
INTEREST EXPENSE (INCOME), net                 19,000           (208,000)
                                          -----------        -----------

LOSS FROM CONTINUING OPERATIONS            (2,139,600)          (448,000)

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
                                          -----------        -----------
    Total discontinued operations           1,333,700          2,121,000
                                          -----------        -----------
NET INCOME (LOSS)                          $ (805,900)       $ 1,673,000
                                          ===========        ===========


EARNINGS PER SHARE:
  Basic and Diluted earnings (loss)
    from continuing operations             $     (.71)       $      (.15)
  Basic and Diluted earnings from
    discontinued operations                       .44                .71
  Basic and Diluted earnings (loss)
    from net income (loss)                       (.27)               .70





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

                                    -6-
<PAGE>


<PAGE>

                       SAINT ANDREWS GOLF CORPORATION
                      UNAUDITED CONDENSED CONSOLIDATED
                            STATEMENT OF CASH FLOWS

                                                For the Nine Months
                                                Ended September 30,
                                              1998            1997
                                          ------------       ------------
                                           (Unaudited)        (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                       $  (805,900)       $ 1,673,000

  Adjustments to reconcile net income
   (loss) to net cash provided by
   operating activities:
     Depreciation and amortization            163,300              6,000
     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                     (2,456,700)           271,000
    Other receivables                            -               443,000
    Inventories                              (111,700)              -
    Prepaid expenses and other assets        (135,500)             4,000
    Pre-opening expenses                         -              (386,000)
    Accounts payable and accrued expenses     755,600            478,000
    Due from officers                           3,000               -
    Increase (decrease) in deferred income      2,500            (71,000)
    Increase in income tax payable               -               113,000
                                          -----------        -----------
Net cash used by operating
  activities                               (4,224,300)           (81,000)
                                          -----------        -----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Project development costs               (15,036,700)       (11,554,000)
  Purchases of leasehold improvements
   and equipment                              (17,600)          (136,000)
  Proceeds from sale of franchise
   operations                                    -             2,688,000
  Proceeds from sale of
   All-American Golf, LLC                   1,250,000               -
                                          -----------        ------------
Net cash used in investing activities     (13,804,300)        (9,002,000)
                                          -----------        ------------











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

                                    -7-
<PAGE>


<PAGE>
                     SAINT ANDREWS GOLF CORPORATION
                    UNAUDITED CONDENSED CONSOLIDATED
                        STATEMENT OF CASH FLOWS
                              (CONTINUED)

                                                  For the Nine Months
                                                  Ended September 30,
                                                1998              1997
                                            -----------        -----------
                                            (Unaudited)        (Unaudited)

CASH FLOWS FROM FINANCING ACTIVITIES:
  (Increase) decrease to amounts due
    to/from Affiliate Store and
    Related Entities                          1,246,400              -
  Payments on bank line of credit              (668,400)             -
  Proceeds from notes payable                16,500,000         3,938,000
  Payments on note payable                     (500,000)             -
  Proceeds from note payable to
    shareholder                               1,050,000              -
  Payments on note payable to shareholder      (400,000)             -
  Proceeds from notes payable to related ent.   805,000              -
  Payments on notes payable to related ent.     (86,000)             -
  Payments on capital lease obligations          (5,200)             -
  Proceeds from minority interest in
    Callaway Golf Center                           -              750,000
                                            -----------      ------------
Net cash provided by financing activities    17,941,800         4,688,000
                                            -----------      ------------
NET INCREASE (DECREASE) IN CASH AND
  CASH EQUIVALENTS                              (86,800)       (4,395,000)

CASH AND CASH EQUIVALENTS-
  Beginning of period                           130,500         5,818,000
                                            -----------       -----------
CASH AND CASH EQUIVALENTS - End of period   $    43,700       $ 1,423,000
                                            ===========       ===========


                                         For the nine Months Ended Sept. 30,
                                               1998               1997
                                            -----------       -----------
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
  INFORMATION:

Cash payments made for interest             $   262,898       $      -


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-
<PAGE>


<PAGE>
                        SAINT ANDREWS GOLF CORPORATION
                   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 September 30, 1998 and
December 31, 1997, and the results of its operations and cash flows for the
three and nine months ended September 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 operation of
sport-oriented theme parks under the name "All-American SportPark".  The sport
and entertainment activities are primarily featured in the SportPark's four
major attractions: ALL-AMERICAN SPORTPARK PAVILION, MAJOR LEAGUE BASEBALL
SLUGGER STADIUM, NASCAR SPEEDPARK AND ALLSPORT ARENA.

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.
This transaction resulted in the disposal of the Company's franchise business,

                                    -9-
<PAGE>

<PAGE>
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 (the "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 bore 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 all was collected by September 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 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 six months ended June 30,
1998.
                                             Six months
                                          Ended June 30, 1998
                                              ---------
    Revenues                                  $ 724,900
                                              ---------
      Expenses:
      Cost of revenue                           716,400
      Depreciation and amortization             169,300
      Amortization of preopening costs           32,800
      Interest expense                          187,900
                                              ---------
          Total expenses                      1,106,400
                                              ---------
      Net loss before minority interest        (381,500)

      Minority interest in net loss              76,300
                                              ---------
      Net loss                                $(305,200)
                                              =========

                                    -10-
<PAGE>

<PAGE>
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             65,100
         capital leases
      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            185,200
         of current portion
      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 the LLC.

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 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
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

                                    -11-
<PAGE>

<PAGE>
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.

In October 1998, the proposed merger was canceled.  See "Subsequent Event".

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 $2,139,600 and $448,000 for the nine months ended
September 30, 1998 and 1997, respectively.  Additionally, as of September 30,
1998 the Company had negative working capital of approximately $654,700.  The
Company has entered into several short-term financing transactions as noted
below in order to fund on-going 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 loaned SAGC $200,000, $400,000, $200,000, $150,000 and $100,000
respectively for a total of $1,050,000.  The loans are due in 2001 and bear
interest at a rate of 10% per annum.  The loan balance from prior year loans
from the chairman was $600,000.  As of September 30, 1998, loans to related
entities totaled $718,700.

On February 5, 1998 and May 14, 1998 SAGC secured a $5.0 million short-term
bank loan with Nevada State Bank bearing interest at a rate of 10% per annum.
This loan required interest only payments, which commenced on March 10, 1998,
with the full loan plus all unpaid interest due August 10, 1998.
 
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




                                    -12-
<PAGE>

<PAGE>
annum and be secured by a first mortgage on all the All-American SportPark in
Las Vegas and required 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.

On September 15, 1998 the Company completed a $13,500,000 secured loan with
Nevada State Bank in conjunction with a $2,500,000 equity infusion by the
Company's parent, Las Vegas Discount Golf & Tennis (See "Subsequent Event").
The loan is for 15 years and bears interest in 1998 of 9.38% for the first
year and 4% above LIBOR thereafter.  The loan is secured by all the assets of
the Company and personal guarantees of the Company President and CEO, and its
Chairman.  Approximately $2,100,000 of the Accounts Receivable of $2,466,000
at September 30, 1998 was monies owed to the Company by the bank per terms of
the loan agreement.

5.  EARNINGS PER SHARE AND STOCK OPTIONS

Basic loss per share from continuing operations, discontinued operations and
basic net income (loss) per share for the three and nine months ended
September 30, 1998 and 1997, are computed by dividing the loss from continuing
operations, the gain on discontinued 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, there is no effect of potentially
issuable dilutive securities.  Accordingly, diluted loss per share from
continuing operations, diluted discontinued operations and diluted net income
(loss) per share is equal to basic loss per share from continuing operations,
basic discontinued 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.  In 1997 and 1998 the
chairman of the board has lent the company $1,968,700.

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 October 1998
utilizing proceeds from the $13.5 million bank loan and the $2.5 million
equity infusion (See "Subsequent Event"). Capitalized project development
costs represent the continuing construction costs of the All-American
SportPark and totaled approximately $22,886,800 as of September 30, 1998.

                                    -13-
<PAGE>

<PAGE>
These costs consist primarily of $20,052,900 in buildings and land
improvements, and $2,225,600 in furniture and equipment and other$608,300 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 and $1,200,000 of pre-opening development expensed in 1997 and the
first nine months of 1998, respectively.

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 rentals 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. and expires on November 30,
2000, subject to the right to extend for three additional years provided
certain conditions are met.  As consideration for the license, the Company
agreed to pay $50,000 for each Stadium opened provided that in any year of the
term of the agreement a stadium is not opened, the Company must pay $50,000
during such year.  The Company has made the payments 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. of the greater of (I) six and one-
quarter percent (6.25%) or (ii) the royalty rate payable by the Company to any
other individual or entity for the right to open or operate any attraction or
event in the Sports Entertainment Complex.  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 is to be paid $25,000 per SpeedPark opening per year with a minimum
guarantee over the life of the agreement.  Under the agreement, he is to
receive 1% of the net profits of each SpeedPark and additional fees for
recording television and radio spots and making more than six appearances per
year.  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, reduce the amount of services to be provided by him, to
make his services non-exclusive to the Company, to limit his services to the
Las Vegas SportPark and to set his base fee at $25,000 per year provide for an
annual fee.



                                    -14-
<PAGE>

<PAGE>
SAGC has an exclusive 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. or as a standalone NASCAR SpeedPark.  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.  The agreement
provides that the exclusive rights to Las Vegas are subject to the condition
that the Las Vegas SpeedPark is opened by March 1, 1998, and that the
exclusive rights to Southern California are subject to the condition that the
Southern California SpeedPark is opened by March 1, 1999, the license for that
site would continue until December 31, 2003, and if the Company opens the
Southern California site by March 1, 1999, the license for that site will
continue until December 31, 2003.  NASCAR has verbally agreed to extend the
March 1, 1998, deadline for the Las Vegas SportPark, but no new deadline has
yet been determined.

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 totaling $1,250,000 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 first
additional payment of $250,000 is due in November 1998.  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.

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.  Rents from the Callaway Golf Center will be
paid to All-American Golf LLC and all other rents will be paid to the Company.
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.




                                    -15-
<PAGE>

<PAGE>
In September 1998, the Company entered into a revenue sharing tenant agreement
with NAMCO Cybertainment Inc. to provide arcade, video games and multi-sport
simulation attractions.  NAMCO is the world's largest operator of video
arcades. The lease term is for 6 years commencing on the date of opening of
the amusement center.

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.

10.  SUBSEQUENT EVENT

On October 19, 1998 the Company's parent Las Vegas Discount Golf and Tennis
purchased 250,000 shares of Series B convertible Preferred Stock for
$2,500,000 at $10 per share.  Simultaneously the Company's parent sold
2,303,290 shares of its common stock to ASI Group, LLC for $2,500,000.  ASI is
an investment group headed by Andre Agassi and Sunbelt Communications Inc.
Through its investment, the Agassi/Sunbelt Group has become a strategic
partner with the company and plans to utilize its considerable experience in
sports and marketing to assist in the development and expansion of the
All-American SportPark program.

In October 1998 the proposed merger was canceled by the Board of Directors of
both companies because of significant changes in the capital structure of both
companies.  These changes included the sale of 2,303,290 shares of common
stock of the LVDG, the sale of 250,000 shares of Series B Convertible
Preferred Stock for $2,500,000 by the Company to its parent, and the
assumption of $13.5 million of secured debt by the Company.  The time and
expense of obtaining a new independent valuation report and completing the
shareholder approval process outweighed the perceived benefits of the merger
at this time.

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.


                                    -16-
<PAGE>

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

RESULTS OF OPERATIONS

CONTINUING OPERATIONS

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

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES.  Selling, general and
administrative expenses relating to continuing operations consist principally
of Company administrative payroll, All-American SportPark payroll, office
rent, professional fees and other corporate costs.  The $508,100 increase in
1998 to $685,100 is attributable to $394,500 of pre-opening development costs
relating to the All-American SportPark.

INTEREST EXPENSE, NET.  Net interest expense in 1998 was $147,900 compared to
net interest income of $95,000 in 1997. 1998 net interest expense primarily
represents interest expense on the $5.0 million bank loan obtained in 1998 and
increase in notes to the Company's chairman and majority shareholder. 1997 net
interest income resulted from interest earned on cash balances.

NINE MONTHS ENDED SEPTEMBER 30, 1998, COMPARED TO NINE MONTHS ENDED SEPTEMBER
30, 1997

REVENUES.  Other revenues increased by $13,200 in 1998 from 1997 due primarily
to a refund of prior year sales 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
$1,630,600 increase in 1998 is attributable to $1,178,100 of pre-opening
development costs relating to the All-American SportPark which were expensed,
and higher legal and financing costs associated with obtaining financing for
the completion of the All-American SportPark.

LIQUIDITY AND CAPITAL RESOURCES

On September 30, 1998 the Company had negative working capital of $654,800
compared to negative working capital of almost $2.0 million at December 31,
1997 and negative working capital of $10.8 million on June 30, 1998.  On
September 18, 1998 the Company began to receive proceeds from its $13.5
million bank loan from Nevada State Bank.  Monies were mostly employed to:
complete the SportPark, (project development costs which increased from $19.8
million on June 30, 1998 to $22.9 million on September 30, 1998), reduce trade
payables from approximately $5.0 million to $2.0 million; and to pay off
short-term bank loans of $5.0 million and to fund the operating loss.

Total current liabilities of $3.4 million, including $2.0 million of payables
are planned to be primarily serviced from current assets of $2.7 million.
Current assets includes $2.1 million of monies due from the bank loan.

There are no planned major capital expenditures at the SportPark which opened
on a limited basis on October 9, 1998, although there could be minor
investments to upgrade current facilities.  Any major capital expenditure at
the SportPark for the near term would require funding from outside sources.



                                    -17-
<PAGE>

<PAGE>
Since the SportPark is in a start-up mode it is anticipated that it could
experience negative cash flow for the remainder of the year.  These cash
deficiencies are intended to be funded from proceeds of the $2.5 million
equity infusion, that occurred October 19, 1998, in addition to various
sponsorship fees and key money from tenants which are scheduled, and tax
refunds and other adjustments due the Company.  In addition a portion of near
term obligations due to related and affiliated entities may be partially
extended as required.

During the nine months ended September 30, 1998, operating activities used
approximately $4.2 million cash in comparison to approximately $81,000 used in
the comparable 1997 period.

Cash used in investing activities totaled approximately $13.8 million during
the nine months ended September 30, 1998 as the Company continued construction
of the All-American SportPark with an investment of approximately $15 million.
The investment in the SportPark totaled $11.6 million during the comparable
period in 1997.  1998 proceeds from investing activities included $1.25
million from the sale of All-American Golf.  1997 proceeds for investing
activities included $2.7 million in proceeds from the sale of the Company's
franchise and wholesale business.

Financing activities in 1998 provided cash of approximately $17.9 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 $688,400
bank line of credit and $486,300 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 commenced operations on October 9, 1998.  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.

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
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% 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.

                                    -18-
<PAGE>

<PAGE>
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
September 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's accounting system was updated during the first quarter of 1998
and is year 2000 compliant.  The Company's All-American SportPark has a number
of computerized systems including a point of sale system.  Management has been
advised by the vendors of the various systems that they are all year 2000
compliant.

The company may also be vulnerable to the failure of other companies to be
year 2000 compliant.  The company has just recently commenced its assessment
of whether third parties with whom the Company has material relationships are
year 2000 compliant.  The company is evaluating its vendors and suppliers to
determine if there would be a material effect on the Company's business if
they do not timely become year 2000 compliant.  The Company does not have any
significant customers.  The company intends to initiate formal communications
with all of its significant vendors and customers with respect to such
persons' year 2000 compliance programs and status in the fourth quarter of
1998 and the first quarter of 1998.  The Company has not yet initiated formal
contingency planning processes to mitigate the risk to the Company if any
vendors or suppliers are not prepared for the year 2000, but the Company
intends to complete this process by June 30, 1999.

Although the Company expects its internal systems to be year 2000 compliant,
the failure of any of its significant vendors or suppliers to correct a
material year 2000 problem could result in an interruption in certain normal
business activities and operations.  Due to the general uncertainty inherent
in the year 2000 problem, resulting in part from the uncertainty of the year
2000 readiness of third parties which the Company relies on, the Company is
unable to determine at this time whether the consequences of year 2000
failures will have a material adverse impact on the Company's results of
operations, but the Company believes that with the implementation of its new
computer system and completion of its assessment of its vendors and suppliers,
the possibility of significant interruptions of normal operations should be
reduced.









                                    -19-
<PAGE>

<PAGE>

               PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.  None.

Item 2.  Changes in Securities.  None.

Item 3.  Defaults Upon Senior Securities.  None

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

Item 5.  Other Information.  None.

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

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

10.29     Term Loan Agreement with Nevada State         Filed herewith
          Bank and Promissory Note                      electronically

27        Financial Data Schedule                       Filed herewith
                                                        electronically


        (b) Reports on Form 8-k. None



















                                    -20-
<PAGE>

<PAGE>
                               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:  November 13, 1998            By:/s/ Ron Boreta
                                       Ron Boreta, President &
                                       Chief Executive Officer

                                 -21-