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


                                FORM 10-QSB/A
                               AMENDMENT NO. 1


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


                 For the quarterly period ended March 31, 2001




                       Commission File Number: 0-24970




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



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


          6730 South Las Vegas Boulevard, Las Vegas, Nevada  89119
     --------------------------------------------------------------------
         (Address of principal executive offices including zip code)


                              (702) 798-7777
                         ---------------------------
                         (Issuer's telephone number)


Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 12 months (or for such
shorter period that the Registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.

                            Yes X             No___

As of May 11, 2001, 3,150,000 shares of common stock were outstanding.

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






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


ASSETS
                                                  MARCH 31,   DECEMBER 31,
                                                    2001          2000
                                                --------------------------
                                                 (UNAUDITED)
Current assets:
  Cash and cash equivalents                     $   207,475   $   150,556
  Accounts receivable                                35,290        28,150
  Prepaid expenses and other                         49,989        65,189
                                                -------------------------
     Total current assets                           292,754       243,895


Leasehold improvements and equipment, net           922,427       945,002
Due from affiliated stores                          165,618       138,661
Note receivable - related party                      20,000        20,000
Due from other related entities                      38,282        48,500
Other assets                                         20,292        24,714
Net assets of discontinued operations               560,340       412,104
                                                 ------------------------
 Total assets                                   $ 2,019,713   $ 1,832,876
                                                =========================





























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

                                      2



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

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
                                                    MARCH 31,   DECEMBER 31,
                                                      2001         2000
                                                  ------------  ------------
                                                   (UNAUDITED)
Current liabilities:
  Current portion of long-term debt               $    51,082   $    49,891
  Current portion of obligations under
    capital leases                                     15,931        15,931
  Accounts payable and accrued expenses               992,320       893,689
                                                  -----------   -----------
     Total current liabilities                      1,059,333       959,511

Note payable to shareholder                         4,807,891     4,700,561
Due to affiliated stores                              403,511       392,511
Due to other related entities                         752,985       778,461
Long-term debt, net of current portion                480,202       493,428
Obligation under capital leases, net
  of current portion                                   17,471        23,153
Deferred income                                       253,929       178,919
                                                  -----------   -----------
     Total liabilities                              7,775,322     7,526,544

Shareholders' equity (deficit):
  Series A Convertible Preferred Stock, $.001 par
    value, 500,000 shares issued and outstanding
    at December 31, 2000                                    -     4,740,000

  Series B Convertible Preferred Stock, $.001 par
    value, 250,000 shares issued and outstanding    2,500,000     2,500,000

  Options issued in connection with Series A
    Convertible Preferred Stock to purchase 250,000
    shares of Common Stock                                  -       260,000

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

  Common Stock, $.001 par value, 10,000,000 shares
    authorized, 3,150,000 shares issued and
    outstanding                                         3,150         3,150
  Additional paid-in capital                        8,690,745     3,695,745
  Accumulated deficit                             (17,123,504)  (17,066,563)
                                                  -----------   -----------
     Total shareholders' equity (deficit)          (5,755,609)   (5,693,668)
                                                  -----------   -----------
 Total liabilities and shareholders' equity       $ 2,019,713   $ 1,832,876
                                                  ===========   ===========

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

                                     3



                ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF OPERATIONS
              FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                (UNAUDITED)


                                                    2001          2000
                                                 ---------   ----------
Revenues:
   Callaway Golf Center(tm)                      $ 620,464   $  618,059
   Other                                                 -       10,367
                                                 ---------   ----------
          Total revenues                           620,464      628,426

Cost of Revenues:
   Callaway Golf Center(tm)                         78,694       94,962
                                                 ---------   ----------
               Gross profit                        541,770      533,464
                                                 ---------   ----------
Operating expenses:
   Selling, general and administrative             502,981      528,352
   Depreciation and amortization                    22,575       31,714
                                                 ---------   ----------
          Total operating expenses                 525,556      560,066
                                                 ---------   ----------
Operating income (loss)                             16,214      (26,602)

Interest expense, net                             (129,394)     (56,634)
                                                 ---------   ----------
          Loss from continuing operations         (113,180)     (83,236)

DISCONTINUED OPERATIONS:
   Gain from disposal of discontinued segment       56,239            -
   Loss from discontinued operations of
     SportPark business                                  -     (823,441)
                                                 ---------   ----------
Income (loss) from discontinued operations          56,239     (823,441)
                                                 ---------   ----------
          Net loss                               $ (56,941)  $ (906,677)
                                                 =========   ==========
NET LOSS PER SHARE:
   Basic and diluted:
     Loss from continuing operations             $   (0.04)  $    (0.03)
     Income (loss) from discontinued operations       0.02        (0.27)
                                                 ---------   ----------
   Net loss per share                            $   (0.02)  $    (0.30)
                                                 ======================




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


                                     4





                ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF CASH FLOWS
              FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                (UNAUDITED)

<TABLE>
<CAPTION>
                                                                         2001          2000
                                                                      ---------    ----------

<S>                                                                   <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                            $ (56,941)   $ (906,677)
    Adjustment to reconcile net loss to net cash provided by
      operating activities of continuing operations:
    (Income) loss from discontinued operations                          (56,239)      823,441
    Common stock issued for services                                          -        43,773
    Depreciation and amortization                                        22,575        31,714
  Changes in operating assets and liabilities:
    Increase in accounts receivable                                      (7,140)       (7,410)
    Increase in inventories                                                   -          (463)
    (Increase) decrease in prepaid expenses and other                    19,622       (26,421)
    Increase in accounts payable and accrued expenses                    98,631       252,622
    Increase (decrease) in deferred income                               75,010        (6,339)
                                                                      ---------    ----------
          Net cash provided by operating activities
            of continuing operations                                     95,518       204,240
                                                                      ---------    ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Leasehold improvements expenditures                                         -       (16,355)
                                                                      ---------    ----------
          Net cash used in investing activities
            of continuing operations                                          -       (16,355)
                                                                      ---------    ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in due to affiliated stores and
    related entities                                                    (31,215)      (39,657)
  Increase in notes payable and notes
    payable to shareholder and related entity                            95,295        16,492
  Cash paid to redeem preferred stock                                    (5,000)            -
  Principal payments on capital leases                                   (5,682)      (13,892)
                                                                      ---------    ----------
          Net cash provided by (used in) financing activities
            of continuing operations                                     53,398       (37,057)
                                                                      ---------    ----------
NET CASH USED IN DISCONTINUED OPERATIONS                                (91,997)      (93,634)

NET INCREASE IN CASH AND CASH EQUIVALENTS                                56,919        57,194
                                                                      ---------    ----------
CASH AND CASH EQUIVALENTS, beginning of period                          150,556       118,796
                                                                      ---------    ----------
CASH AND CASH EQUIVALENTS, end of period                              $ 207,475    $  175,990
                                                                      =========    ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
   Cash paid for interest                                             $  16,822    $   18,119
                                                                      =========    ==========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock issued in exchange for consulting services             $       -    $  175,095
                                                                      =========    ==========
</TABLE>



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


                                     5



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


1.  CONSOLIDATED FINANCIAL STATEMENTS

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

The accompanying financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange
Commission relating to interim financial statements.  Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted.  In the opinion of management, all necessary adjustments
have been made to present fairly, in all material respects, the financial
position, results of operations and cash flows of the Company at March 31,
2001 and for all periods presented.

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

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

These consolidated financial statements should be read in conjunction with the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2000.

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 the Saint Andrews
Golf Shop, Callaway Performance Center, Giant Golf teaching academy, and the
Bistro 10 restaurant and bar.

As of March 31, 2001, Sports Entertainment Enterprise, Inc. ("SPEN"), a
publicly traded company, owns approximately 63.5% of the Company's outstanding
common stock and 100% of the Company's outstanding preferred stock which,
combined, represents approximately 71.4% ownership of the Company.

2. DISCONTINUED OPERATIONS

The Company developed a concept for family-oriented sports-themed amusement
venues named "All-American SportPark" ("SportPark" or "SPLV").  The first
SportPark, comprising 23 acres adjacent to the Callaway Golf Center, opened
for business on October 9, 1998. The SportPark includes NASCAR SpeedPark,


                                      6




Major League Baseball Slugger Stadium, the 100,000 square foot Arena Pavilion
which houses the Pepsi AllSport Arena, "The Rock" 47-foot rock climbing wall,
an 8,000 square foot arcade, Indoor putting challenge, Boston Garden
restaurant and bar, Skybox suites and several other interactive experiences
and retail shops.

As of December 31, 2000, management of the Company formalized a plan to
dispose of the SportPark facility because (1) historically, the property has
sustained substantial losses, and (2) it is not expected that future results
would improve without substantial capital investment; the Company does not
have the resources to make such an investment.  As part of this plan,
effective January 2, 2001, the SportPark was closed to the general public,
although it continues to operate on a limited basis for group parties and
special events until a suitable buyer/operator is found.  The Company is in
discussions with several prospective buyers and expects to complete a
transaction to dispose of the SportPark sometime in 2001.  AASP Management has
been working with the Landlord of the SportPark (see Note 3) in negotiating
with several prospects who may purchase or lease the SportPark property. It
remains uncertain whether the Company will retain any ownership interest in
the SportPark.  Accordingly, the Company has accounted for its SportPark
business segment as "Discontinued Operations" in the accompanying consolidated
financial statements for all periods presented.

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

                                               March 31,       December 31,
                                                  2001             2000
                                              -----------      -----------
     Current assets                           $   409,916      $   171,182
     Property and equipment, net               14,879,510       14,879,510
     Other assets                                 444,995          495,396
                                              -----------      -----------
                                               15,734,421       15,546,088
                                              -----------      -----------
     Notes payable (See Note 3)                13,080,776       13,080,776
     Capital lease obligations                    270,123          290,773
     Accounts payable and accrued liabilities   1,406,030        1,455,283
     Deferred income                              417,152          307,152
                                              -----------      -----------
                                               15,174,081       15,133,984
                                              -----------      -----------
          Net assets to be disposed of        $   560,340      $   412,104
                                              ===========      ===========

Revenues related to discontinued operations totaled $335,958 and $906,683 for
the three month periods ended March 31, 2001 and 2000, respectively.

3. SPORTPARK LOAN AGREEMENT

On September 15, 1998 the Company consummated a $13,500,000 secured loan with
Nevada State Bank ("Lender").  The original term of the loan was 15 years with
interest measured at a fixed rate of 4% above the Lender's five-year LIBOR
rate measured September 1, 1998, 2003 and 2008.  The initial interest rate
through 2003 was 9.38%.  The loan is secured by substantially all the assets
of the Company that existed at the time the financing was completed and was

                                       7


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

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

The Company has been in default on this loan since September 1999 because it
did not make the September 1999 loan payment and has not made any of its
scheduled loan payments since.  The Bank filed a formal notice of default on
December 22, 1999.  In an attempt to resolve the default issue, the Company,
with the Bank's agreement, hired an amusement park industry consultant to
evaluate all operational aspects of the SportPark and provide recommendations
to improve its performance.  This consultant began work in December 1999 and
completed it in February 2000. The product of the evaluation included a
detailed plan to help the SportPark eventually achieve profitability and
commence servicing the Bank's debt.  The Bank hired a different industry
consultant who, after a limited review, concluded that the Company's plan as
prepared by its consultant could not be achieved.  The Company met and
discussed possible resolutions several times with the Bank's representatives
to no avail.

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

On November 13, 2000, the Company reached an agreement with the Lender whereby
the Lender agreed to release AASP and SPEN from their guarantees on the
SportPark Note Payable, a note payable on certain SportPark equipment
("Equipment Note"), and an operating lease agreement for certain SportPark
equipment ("Equipment Lease").  In exchange, AASP, SPEN, and certain other
related parties agreed to fully release the Lender and its affiliates from any
claims related to the SportPark Note Payable, Equipment Note, and Equipment
Lease.  Concurrent with the foregoing, the Landlord bought these three
obligations from the Lender for $7 million.  As a result, the Landlord became
the first lien holder on the SportPark property, and also became the lender on
the Equipment Note and Equipment Lease, with exactly the same rights that
Nevada State Bank had except that the guarantees of AASP and SPEN no longer
exist on any of these three obligations. The Landlord and the Company are
negotiating with several prospects to either purchase or lease the Sportpark


                                     8




property from the Landlord.  Although management of the Company believes that
a favorable resolution may be achieved with regard to this SportPark issue,
there can be no assurance that the Company will be successful in doing so.
Also, see Note 6.

4.  LOSS PER SHARE AND SHAREHOLDER'S EQUITY

Basic and diluted loss per share is computed by dividing the reported net
income or loss from continuing operations and discontinued operations by the
weighted average number of common shares outstanding during the period. The
weighted-average number of common and common equivalent shares used in the
calculation of basic and diluted loss per share were 3,150,000 and 3,107,143
for the three-month periods ended March 31, 2001 and 2000, respectively.

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

5.  LEASES

The land underlying the SPLV and CGC is leased to the Company at an aggregate
amount of $52,083 per month allocated $18,910 and $33,173, respectively.
Also, the leases have provisions for contingent rent to be paid by the Company
upon reaching certain gross revenue levels.  The lease commenced October 1,
1997 for CGC and February 1, 1998 for SPLV.  The terms of both leases are 15
years with two five-year renewal options.  Both leases have corporate
guarantees of AASP.

Due to cash constraints, the Company negotiated an agreement with the landlord
to defer the land lease payments on both the SPLV and CGC beginning September
1999 with no specified ending date.  Management of the Company believes that
the landlord is willing to defer land lease payments until such time as
adequate capital resources are available to the Company to make such payments.

6.  GOING CONCERN MATTERS

The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  As shown in the
accompanying consolidated financial statements, for the three months ended
March 31, 2001, the Company had a net loss of $56,941 and has experienced cash
flow problems since September of 1999.  For the year ended December 31, 2000,
the Company had a net loss of $11,184,076 and a loss from continuing
operations of $152,668.  As of March 31, 2001, the Company had a working
capital deficit of $766,579.  Additionally, the $13 million note payable
secured by a first deed of trust on the discontinued SportPark segment (Note
2) has been in default since September 1999.  The Landlord for the SportPark
bought this note payable from the Lender in November 2000, and the note
remains in default.

In addition to not making payments on the SportPark loan since September 1999,
the Company has not made any land lease payments to the Landlord since that
time (see Note 5).


                                     9



AASP Management and the Landlord are negotiating with several prospects who
may purchase or lease the SportPark.  AASP Management believes that, in order
to sufficiently fund operating cash needs and debt service requirements over
at least the next twelve months, a transaction with an unrelated party for the
SportPark would need to be structured so that AASP would no longer fund cash
shortfalls at the SportPark and AASP would be released from significant
continuing liability for SportPark obligations.

If required to fund continuing operations, management believes that additional
borrowings against the Callaway Golf Center could be arranged.  Should
additional financing to fund operations be required, the Company will explore
all funding options.  There can be no assurance such lending sources would be
willing, on terms acceptable to the Company, to provide additional financing.

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

7.  RELATED PARTY TRANSACTIONS

The Company's Chairman, through personal loans and through advances from his
personally owned retail store (one of the "Affiliated Stores"), has
historically loaned funds to the Company as needed.  Loans, including accrued
interest payable, from the Company's Chairman and his personally owned retail
store were $5,141,308 and $5,027,354 at March 31, 2001 and December 31, 2001,
respectively.  These notes were due at various dates in 2001.  These notes
have all been extended with due dates beginning in the third quarter of 2002
and ending in the fourth quarter of 2002.  The increase relates to accrued
interest payable on the balances outstanding.  Accrued interest payable of
$583,166 at March 31, 2001, has been deferred, a practice which is expected to
continue in 2001, if necessary.

























                                    10



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

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

RESULTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2001 AS COMPARED TO THE
THREE MONTHS ENDED MARCH 31, 2000

DISCONTINUED OPERATIONS.  On December 31, 2000, the Company formalized a plan
to dispose of the SportPark facility because (1) historically, the property
has sustained substantial losses, and (2) it is not expected that future
results would improve without substantial capital investment; the Company does
not have the resources to make such an investment.  As part of this plan,
effective January 2, 2001, the SportPark was closed to the general public,
although it continues to operate on a limited basis for group parties and
special events until a suitable buyer/operator is found.  The Company is in
discussions with several prospective buyers/operators and expects to complete
a transaction to dispose of the Sportpark sometime in 2001.  Net income for
the SportPark was $56,239 in 2001 compared to a net loss of $823,441 in 2000.
The large loss in 2000 is primarily the result of interest and fees incurred
related to the Bank Note in default.  The Bank charged interest at the default
rate of 15% beginning in September 1999 through November 2000; in addition,
all fees (i.e. legal, etc.) associated with the Bank's efforts to resolve this
default issue were added to the balance due on the SportPark loan.

CONTINUING OPERATIONS.

REVENUES.  Revenues of the Callaway Golf Center ("CGC") increased less than 1%
to $620,464 in 2001 compared to $618,059 in 2000.  A larger increase was
expected but not achieved because of unusually cold and rainy weather in Las
Vegas in both January and February.

COST OF REVENUES.  Cost of revenues decreased 17.1% to $78,694 in 2001
compared to $94,962 in 2000.  Cost of revenues as a percentage of revenues was
12.7% in 2001 compared to 15.1% in 2000.  This decrease is due mainly to lower
direct payroll costs in 2001 because of the revenue decrease described above.

SELLING, GENERAL AND ADMINISTRATIVE (SG&A).  These expenses consist
principally of administrative payroll, rent, professional fees and other
corporate costs. These expenses decreased 4.8% to $502,981 in 2001 compared to
$528,352 in 2000.  The decrease is due mainly to lower legal and professional
fees because the Company was able to resolve many outstanding legal issues in
2000.

DEPRECIATION AND AMORTIZATION.  These costs decreased to $22,575 in 2001
compared to $31,714 in 2000 due to a lower overall depreciable base of fixed
assets in 2001.

                                       11



INTEREST EXPENSE, NET.  Net interest expense increased to $129,394 in 2001
compared to $56,634 in 2000 due primarily to interest costs on new debt to the
Company's chairman that was incurred in the fourth quarter of 2000 in the
amount of $3,033,473.  This new debt was incurred when the Company's chairman
paid down the SportPark loan in the amount of $2.75 million and incurred other
costs associated therewith totaling $283,473.

NET LOSS.  Net loss for 2001 was $113,180 compared to $83,236 for 2000. The
increased net loss for 2001 is due mainly to increased interest expense in
2001 as described above.  The Company generated operating income in 2001 of
$16,214 compared to an operating loss in 2000 of $26,602 as a result of lower
payroll costs and professional fees.

LIQUIDITY AND CAPITAL RESOURCES

At March 31, 2001, the Company had a working capital deficit of $766,579. This
deficit has been created primarily because of the ongoing financial problems
of the discontinued SportPark business segment.  The SportPark Bank Note in
the original amount of $13.5 million has been in default since September 1999.
This default and the related cash flow shortfalls of the SportPark business
required the Company to use the positive cash flow of the CGC to fund these
shortfalls. At the same time, the land lease payments for the CGC have not
been made since September 1999 and have continued to accrue creating the
majority of the working capital deficit.

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

The Company defaulted on the loan in September 1999; this default continued
until October and November 2000, the Bank forced the Company's Chairman to
sell the Chairman's parcels which resulted in the Chairman paying $2.75
million to the Bank to pay down the outstanding loan balance, and the Landlord
bought the Bank Note and all rights pertaining thereto from the Bank for $7
million.  In connection with these transactions, the corporate guarantees of
the Company and SPEN were released.  During the period of default with the
Bank, management of the Company made several attempts to resolve the
SportPark's loan default by investigating several financing alternatives,
making significant operational changes resulting in major cost reductions,
revising marketing programs, and exploring several sale/joint venture options.
Since the Landlord bought the Bank Note, the Landlord and the Company have
been actively pursuing a buyer/operator to take over the SportPark from the
Company. Effective January 2, 2001, the SportPark closed to the general public
although it continues to operate on a limited basis for group parties and
special events and will continue to do so until a suitable buyer/operator is
found.  The Company and the Landlord are in active discussions with several
prospects to lease/buy the SportPark.  The Company expects to dispose of its
interest in the SportPark along with all related obligations sometime in 2001
although there can be no assurance the Company will be successful in doing so.

                                      12


Also, it is uncertain whether the Company will have any continuing interest in
the SportPark.

If the Company is successful in disposing of the SportPark and all of its
related obligations, the Company's ability to continue as a going concern will
be greatly improved although there can be no assurance the Company will be
successful in doing so.  While management of the Company is working diligently
to achieve this end for the SportPark, the Company is aggressively pursuing
several other opportunities.  The Company is in various stages of adding new
revenue producing elements to its CGC property that do not require significant
capital investment by the Company.  Also, the Company is aggressively pursuing
financing sources with the CGC as collateral to improve the CGC operations and
infuse working capital into the Company.  Expansion plans into other markets
will be facilitated by the ultimate resolution of the SportPark issues.
Management of the Company is in discussions with several established companies
in its industry that have the necessary capital and human resources that could
facilitate the Company's expansion plans; several possible business structures
will be evaluated.  An important element of the Company's plan will be to
increase the Company's exposure in the financial community.  There can be no
assurance that the Company will be successful in its efforts to raise capital
for the Company nor can there be any assurance that the Company will be
successful in its efforts to structure a relationship with an established
company in its industry to facilitate the Company's expansion plans.

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

The Company's Chairman through personal loans and through advances from his
personally owned retail store (one of the "Affiliated Stores") has
historically loaned funds to the Company as needed.  Loans, including accrued
interest payable, from the Company's Chairman and his personally owned retail
store were $5,141,308 and $5,027,354 at March 31, 2001 and December 31, 2000,
respectively.  These notes were due at various dates in 2001.  These notes
have all been extended with due dates beginning in the third quarter of 2002
and ending in the fourth quarter of 2002.  The increase relates to accrued
interest payable on the balances outstanding.  Accrued interest payable of
$583,166 at March 31, 2001 has been deferred, a practice which is expected to
continue in 2001, if necessary.

There are no planned material capital expenditures in 2001.

The Company in the normal course of its business receives sponsorship fees and
various advance payments of different kinds, which are recorded as deferred
income until earned.  Such amounts are typically earned over the term of the
contract with the applicable sponsor.  Deferred income was $253,929 at March
31, 2001 compared to $178,919 at December 31, 2000.  It is anticipated, but
cannot be guaranteed, that sponsorship fees and advances will be a source of
cash flow in 2001.



                                    13


Operating Activities.  Net cash provided by operating activities was $95,518
for the three months ended March 31, 2001 compared to $204,240 for the three
months ended March 31, 2000.  The primary reason for the change relates to a
larger increase in accounts payable and accrued expenses in 2000 compared to
2001.

Investing Activities.  Net cash used in investing activities was $0 and
$16,355 for the three months ended March 31, 2001 and 2000, respectively.  The
improvements in 2000 were for the CGC.

Financing Activities.  Net cash provided by financing activities was $53,398
for the three months ended March 31, 2001 compared to net cash used in
financing activities of $37,057 for the three months ended March 31, 2000.
The primary reason for the difference is due to the increase in accrued
interest payable on the notes payable to shareholder in 2001 which is directly
related to the larger note payable to shareholder balance in 2001 versus 2000
resulting from new debt to the Company's chairman that was incurred in the
fourth quarter of 2000 in the amount of $3,033,473.  This new debt was
incurred when the Company's chairman paid down the SportPark loan in the
amount of $2.75 million and incurred other costs associated therewith totaling
$283,473.

The Company's current and expected sources of working capital are its cash
balances that were $207,475 at March 31, 2001 and its continuing positive
operating cash flow of its CGC property.  Working capital needs have been
helped by deferring payments on the Sportpark loan, land lease payments to the
Landlord for both the SportPark and CGC, and 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 and Landlord are
expected to continue until the Company has sufficient cash flow to begin
making payments.

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

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

                                     14


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.


















































                                     15



                                SIGNATURES

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

                                  ALL-AMERICAN SPORTPARK, INC.



Date:  September 28, 2001         By:/s/ Kirk Hartle
                                     Kirk Hartle, Chief Financial Officer