<PAGE>
                   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 June 30, 1997 

                        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 10, Las Vegas, Nevada  89118
     --------------------------------------------------------------------
          (Address of principal executive offices including zip code)

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

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

                            Yes X             No___

As of August 12, 1997, 3,000,000 shares of common stock were outstanding.

Transitional Small Business Disclosure Format (check one): Yes___     No X
<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 
         Income                                                 4

         Unaudited Condensed Consolidated Statement of 
         Cash Flows                                             6

         Notes to Unaudited Condensed Consolidated 
         Financial Statements                                   7

Item 2.  Management's Discussion and Analysis or Plans 
         of Operations                                          9

Part II: Other Information

Item 1.  Legal Proceedings                                     11

Item 2.  Changes in Securities                                 11

Item 3.  Defaults Upon Senior Securities                       11

Item 4.  Submission of Matters to a Vote of Security 
         Holders                                               11

Item 5.  Other Information                                     11

Item 6.  Exhibits and Reports on Form 8-K                      11

         Signatures                                            11
                               -2-
<PAGE>
                  SAINT ANDREWS GOLF CORPORATION
            UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                  ASSETS
                                            June 30,         December 31,
                                             1997                1996 
                                          -----------        -----------
                                          (Unaudited)
CURRENT ASSETS:
  Cash and cash equivalents               $ 6,262,000        $ 5,818,000
  Other receivables                            44,000            480,000
  Prepaid expenses and other                   24,000             17,000
                                          -----------        -----------
    Total current assets                    6,330,000          6,315,000

FURNITURE, EQUIPMENT AND 
  LEASEHOLD IMPROVEMENTS, NET                  94,000             84,000

PROJECT DEVELOPMENT COSTS                   7,852,000          2,103,000

NET ASSETS OF DISCONTINUED OPERATIONS               -            120,000
                                          -----------        -----------
                                          $14,276,000        $ 8,622,000

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
  Accounts payable and accrued expenses   $ 2,168,000        $   742,000
  Deferred income                                   -             63,000
  Other payables                              218,000                  -
  Income taxes payable                        225,000                  -
                                          -----------        -----------
    Total current liabilities               2,611,000            805,000

DEFERRED INCOME                                79,000             91,000

NOTE PAYABLE                                1,312,000                  -

MINORITY INTEREST                             750,000                  -

STOCKHOLDERS' EQUITY:
  Common stock                                  3,000              3,000
  Preferred stock                           4,740,000          4,740,000
  Options issued in connection with
    preferred stock                           260,000            260,000
  Additional paid in capital                3,333,000          3,333,000
  Common stock purchase warrants              187,000            187,000
  Retained earnings (deficit)               1,001,000           (797,000)
                                          -----------        -----------
    Total stockholders' equity              9,524,000          7,726,000
                                          -----------        -----------
                                          $14,276,000        $ 8,622,000

NOTE:          The balance sheet at December 31, 1996 has been taken from the
               consolidated audited financial statements at that date and
               condensed.

The accompanying notes are an integral part of these condensed consolidated
financial statements.
                               -3-
<PAGE>
                       SAINT ANDREWS GOLF CORPORATION
                      UNAUDITED CONDENSED CONSOLIDATED
                          STATEMENTS OF OPERATIONS

                                               For the Three Months
                                                  Ended June 30,
                                             1997                1996
                                          -----------        -----------  
                                          (Unaudited)        (Unaudited)
INCOME:
  Interest income                         $    95,000        $     1,000
  Royalties                                     6,000                  -
  Other                                             -                  -
                                          -----------        -----------
    Total income                              101,000              1,000     

EXPENSES:
  Selling, general and administrative         227,000            105,000
  SportPark development costs                  75,000            107,000
                                          -----------        -----------
    Total expenses                            302,000            212,000       

LOSS BEFORE PROVISION FOR INCOME TAXES       (201,000)          (211,000) 

PROVISION (BENEFIT) FOR INCOME TAXES                -                  -
                                          -----------        -----------
LOSS FROM CONTINUING OPERATIONS              (201,000)          (211,000)      

DISCONTINUED OPERATIONS
  Income (loss) from operations of dis-
    continued franchise operations                  -             19,000       
  Additional gain on disposal of
    franchise operations (less applicable
    income taxes of $450,000)                 113,000                  -
                                          -----------        -----------
NET LOSS                                  $   (88,000)       $  (192,000)
 
INCOME (LOSS) PER SHARE:
  Income (loss) from
    continuing operations                 $      (.07)       $      (.07) 
  Income (loss) from
    discontinued operations                       .04                .01     
                                          -----------        -----------
NET INCOME (LOSS) PER SHARE               $      (.03)       $      (.06)

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

                                               For the Six Months
                                                  Ended June 30,
                                             1997                1996
                                          -----------        -----------  
                                          (Unaudited)        (Unaudited)
INCOME:  
  Interest income                         $   163,000        $     5,000
  Royalties                                    12,000                  -
  Other                                         4,000                  -
                                          -----------        -----------
    Total income                              179,000              5,000     

EXPENSES:
  Selling, general and administrative         350,000            203,000       
  SportPark development costs                 152,000            201,000
                                          -----------        -----------
    Total expenses                            502,000            404,000       

LOSS BEFORE PROVISION FOR INCOME TAXES       (323,000)          (399,000)

PROVISION (BENEFIT) FOR INCOME TAXES                -                  -
                                          -----------        -----------
LOSS FROM CONTINUING OPERATIONS              (323,000)          (399,000)

DISCONTINUED OPERATIONS
  Loss from operations of discontinued
    franchise operations                      (41,000)           (20,000)
  Gain on disposal of franchise operations
    (less applicable income taxes of
    $450,000)                               2,162,000                  -
                                          -----------        -----------
NET INCOME (LOSS)                         $ 1,798,000        $  (419,000)
 
INCOME (LOSS) PER SHARE:
  Income (loss) from
    continuing operations                 $      (.11)       $      (.13)
  Income (loss) from
    discontinued operations                       .70               (.01)
                                          -----------        -----------
NET INCOME (LOSS) PER SHARE               $       .59        $      (.14)

The accompanying notes are an integral part of these condensed consolidated
financial statements.
                               -5-
<PAGE>
                       SAINT ANDREWS GOLF CORPORATION
                      UNAUDITED CONDENSED CONSOLIDATED
                          STATEMENTS OF CASH FLOWS

                                                For the Six Months
                                                  Ended June 30,
                                                1997               1996
                                            -----------        -----------  
                                          (Unaudited)        (Unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                         $ 1,798,000        $  (419,000)

  Adjustments to reconcile net income 
   (loss) to net cash provided by 
   operating activities:
     Depreciation and amortization                4,000             10,000
     Gain on sale of franchise 
      operations                             (2,612,000)                 -
  Changes in assets and liabilities:
    Decrease in other receivables               436,000              6,000 
    Increase in inventory                             -             (5,000)
    (Increase) decrease in prepaid   
     expenses and other                          (7,000)           410,000
    Increase (decrease) in accounts payable   1,252,000            (59,000)
    Increase (decrease) in deferred income      (75,000)            23,000
    Increase in other payables                  321,000            274,000
    Increase in income tax payable              225,000                  -
                                            -----------        -----------  
Net cash provided by operating 
  activities                                  1,342,000            240,000
                                            -----------        -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Project development costs                  (5,747,000)          (324,000)
  Development cost refund                             -             85,000
  Purchases of equipment                        (14,000)                 -
  Proceeds from sale of franchise 
   operations                                 2,801,000                  -
                                            -----------        -----------
Net cash provided (used) by investing 
  activities                                 (2,960,000)          (239,000)
                                            -----------        -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from note payable                  1,312,000                  -
  Proceeds from minority interest in
    Callaway Golf Center                        750,000                  -
                                            -----------        -----------
Net cash provided by financing activities     2,062,000                  -
                                            -----------        -----------  
NET INCREASE IN CASH AND CASH EQUIVALENTS       444,000              1,000

CASH AND CASH EQUIVALENTS- 
  Beginning of period                         5,818,000            125,000
                                            -----------        -----------  
CASH AND CASH EQUIVALENTS - End of period   $ 6,262,000        $   126,000
                                            -----------        -----------

The accompanying notes are an integral part of these condensed consolidated
financial statements.
                               -6-
<PAGE>
                        SAINT ANDREWS GOLF CORPORATION
                   NOTES TO UNAUDITED CONDENSED CONSOLIDATED
                            FINANCIAL STATEMENTS

NOTE 1.  CONDENSED FINANCIAL STATEMENTS

The accompanying condensed consolidated financial statements include the
accounts of Saint Andrews Golf Corporation and its wholly-owned subsidiary
All-American SportPark, Inc. (collective, the "Company").  All significant
intercompany transactions have been eliminated.

The accompanying financial statements have been prepared by the Company
without audit pursuant to the rules and regulations of the Securities and
Exchange Commission.  In the opinion of management, all adjustments necessary
to present fairly the financial position, results of operations and cash flows
at June 30, 1997 and for all periods presented have been made.

On February 26, 1997, Las Vegas Discount Golf & Tennis, Inc. and the Company
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.  The total purchase 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 unsecured 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 $2,801,000 was allocated to
the Company.

The Company's operations, subsequent to the sale, consist solely of the
SportPark facility which is currently under development on the Las Vegas strip
in Las Vegas, Nevada.  The assets, liabilities and operations related to the
franchise business have been presented as "Net Assets of Discontinued
Operations" and "Discontinued Operations," respectively, in the accompanying
balance sheet at December 31, 1996 and statement of operations as of and for
the three and six months ended June 30, 1997 and 1996.

Certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted. It is suggested that these
condensed consolidated financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's December 31,
1996 audited financial statements.  The results of operations for the periods
ended June 30, 1997 and 1996 are not necessarily indicative of the operating
results for the full year.

NOTE 2.  EARNINGS PER SHARE

In March 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128 ("SFAS 128"), "Earnings Per Share,"
effective for fiscal years ending after December 15, 1997.  The Company will
adopt SFAS 128 for the year ending December 31, 1997.  SFAS 128 requires the
computation and presentation of basic and diluted earnings per share for all
periods an income statement is presented.  For the three and six months ended
June 30, 1997 and 1996 the proforma calculations were as follows:

                                       June 30, 1997       June 30, 1996
Three Months                          Basic   Diluted     Basic   Diluted
                                      -----   -------     -----   -------
Loss from operations                  $(.07)   $(.07)     $(.07)   $(.07)
Loss from discontinued operations       .04      .04        .01      .01 
                                      -----    -----      -----    -----
Net loss per share                    $(.03)   $(.03)     $(.06)   $(.06)
                               -7-
<PAGE>
                                       June 30, 1997       June 30, 1996
Six Months                            Basic   Diluted     Basic   Diluted
                                      -----   -------     -----   -------
Loss from operations                  $(.11)   $(.11)     $(.13)   $(.13)
Loss from discontinued operations       .70      .70       (.01)    (.01)
                                      -----    -----      -----    -----
Net income (loss) per share           $ .59    $ .59      $(.14)   $(.14)

Options to purchase 657,000 and 677,000 shares of common stock were
outstanding at June 30, 1997 and 1996, respectively.  On June 9, 1997, the
Board of directors approved the repricing of 617,000 of the outstanding stock
options granted under the 1994 Stock Option Plan at an exercise price of $3.06
per share, which was the average price on that day.  The remaining 40,000
options retained their original exercise price of $5.00.  These options had
exercise prices of $4.625 to $5.40 at June 30, 1997 and of $5.00 to $5.40 at
June 30, 1996, respectively, prior to the repricing.

NOTE 3.  NOTE PAYABLE AND AGREEMENT WITH CALLAWAY

On June 13, 1997 the Company and Callaway Golf Company ("Callaway") announced
the formation of the All American Golf, LLC, a limited liability California
corporation, to construct, manage and operate "Callaway Golf Center", a
premier golf facility at the site of the All-American Sportpark.  The total
budgeted costs for the Callaway Golf Center are approximately $9.0 million. 

Callaway will provide $5,250,000 in debt financing which bears interest at 10
percent with interest only payments commencing 60 days after the opening of
the golf center through a date ten years after the opening at which point the
remaining accrued interest and principal will be due in full.  As of June 30,
1997, $1,312,000 had been drawn under this agreement.  The Company will own 80
percent of the members' units of the LLC.  The Company will manage the driving
range, golf course and tenant facilities in the clubhouse.

NOTE 4.  STATEMENT OF CASH FLOWS

For purposes of the statements of cash flows, the Company considers all highly
liquid debt investments purchased with a maturity of three months or less to
be cash equivalents.

Cash paid during the six months ended on:          June 30,
                                               1997        1996
                                             --------    --------
                 Interest                           -    $ 31,000
                 Income taxes                $225,000           -

NOTE 5.  COMMITMENTS AND CONTINGENCIES

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.  The Company obtained an exclusive license for indoor and
outdoor baseball batting stadiums in the United States through November 30,
2000, and in return the Company will pay a royalty of the gross revenues from
the batting cages with a minimum annual royalty for each stadium.  The
Company's right to exclusively use MLB logos and other trade marks at its
baseball batting stadiums is dependent upon certain conditions set forth in
the agreement.  The Company and MLB are currently in negotiations to extend
this agreement.
                               -8-
<PAGE>
In May 1996, Saint Andrews entered into an agreement with Jeff Gordon, the
1995 NASCAR Winston Cup Champion and the 1997 Daytona 500 Champion, to serve
as spokesperson of the NASCAR SpeedPark through April 30, 2000.  Mr. Gordon
will be paid $25,000 for his services during 1996, $25,000 per SpeedPark per
year thereafter ($325,000 guaranteed over the life of the agreement).

The Company has an exclusive license agreement with The National Association
of Stock Car Auto Racing, Inc. ("NASCAR") for the operations of SpeedParks as
a part of the All-American SportPark or as a stand-alone NASCAR SpeedPark in
Las Vegas, Nevada and Southern California through December 31, 1002 provided
certain conditions are satisfied.

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

SALE OF FRANCHISE OPERATIONS.

On December 16, 1996, the Company entered into an agreement to sell its
franchise operations including all rights under existing franchise agreements;
all trade names and trademarks; specific depreciable assets and a modified
covenant not to compete.  The sale was consummated on February 26, 1997 with
the Company receiving proceeds of $2,801,000.

RESULTS OF OPERATIONS

THREE MONTHS ENDED JUNE 30, 1997, COMPARED TO THREE MONTHS ENDED JUNE 30, 1996

Total revenues increased $100,000 compared to 1996.  The increase in revenues
was attributable primarily to an increase in interest income resulting from
the increase in cash in interest bearing accounts.

Selling, general and administrative expenses increased $122,400 primarily as a
result of a $100,000 bonus granted to the President during June 1997. 
Sportpark development costs decreased by $32,000 resulting from less
activities related to noncapitalizable projects.

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

Total income increased to $179,000 from $5,000 for the same period in 1996. 
The increase in revenues was primarily attributable to increased interest
income resulting from the increase in cash in interest bearing accounts. 

Selling, general and administrative expenses increased $147,000 primarily as a
result of a $100,000 bonus granted to the President during June 1997, while
Sportpark development costs decreased by $49,000 resulting from less
activities related to noncapitalizable projects.

LIQUIDITY AND CAPITAL RESOURCES

At June 30, 1997, the Company had working capital of approximately $3,719,000
as compared to working capital of approximately $5,510,000 at December 31,
1996.  Cash increased from $5,818,000 at December 31, 1996 to $6,262,000 at
June 30, 1997.  This increase in cash was primarily attributable to $2,801,000
in proceeds from the sale of franchise operations; $2,062,000 in debt and
minority interest proceeds from Callaway Golf Company for the Callaway Golf
Center; and a $1,252,000 increase in accounts payable.  The increase was 
partially offset by SportPark expenditures of $5,747,000.

On June 13, 1997 the Company and Callaway Golf Company ("Callaway Golf")
announced the formation of All American Golf, LLC, a limited liability
California corporation, to construct, manage and operate "Callaway Golf
Center", a premier golf facility at the site of the All-American Sportpark. 
The total budgeted
                               -9-
<PAGE>
costs for the Callaway Golf Center are approximately $9.0 million.  Callaway
Golf will provide $5,250,000 in debt financing which bears interest at 10
percent with interest only payments commencing 60 days after the opening of
the golf center through a date ten years after the opening at which point the
remaining accrued interest and principal will be due in full.  As of June 30,
1997, $1,312,000 had been drawn under this agreement.  The Company will own 80
percent of the members' units of the LLC for a contribution of $3 million
while Callaway Golf will own 20% for a contribution of $750,000.  The Company
will manage the driving range, golf course and tenant facilities in the
clubhouse.

While the Company has secured financing for the Callaway Golf Center as
previously described, the Company has not secured financing for the
construction of the Sports Entertainment Complex portion of the SportPark
which is anticipated to require capital expenditures of approximately $20
million.  The Company has been holding discussions with a number of potential
corporate sponsors who have expressed an interest in participating in the
SportPark, and management expects that corporate sponsors will contribute a
portion of the financing needed.  The Company expects to receive the balance
of the financing from a combination of sources including outside equity and/or
debt investors, bank financing, and the Company's own cash.  There is no
assurance that sufficient financing will be obtained from any of these
sources.  No financing was received from corporate sponsors during the year
ended December 31, 1996, or for the six months ended June 30, 1997.

FACTORS AFFECTING FORWARD-LOOKING INFORMATION

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, including without limitation the cautionary statements set forth or
referenced in the Company's Form 10-KSB for the year ended December 31, 1996,
under the caption "Part II, Item 6., Management's Discussion and Analysis or
Plan of Operations - Safe Harbor Provision."
                               -10-
<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.  None.

                               SIGNATURES

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

                                  SAINT ANDREWS GOLF CORPORATION

Date:  September 29, 1997         By:/s/ Ronald Boreta
                                     Ronald Boreta, President and Chief
                                     Financial Officer
                               -11-
<PAGE>
                               EXHIBIT INDEX
EXHIBIT                                               METHOD OF FILING
-------                                        ------------------------------
  27.     Financial Data Schedule               Filed herewith electronically