UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Q

xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

For the quarterly period endedMarch 31, 2011

 ̈TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934

Commission file number000-24970

ALL-AMERICANSPORTPARK, INC.(Exact name of registrant as specified in its charter)

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




6730 South Las Vegas BoulevardLas Vegas, NV 89119(Address of principal executive offices)(702) 798-7777(Registrants telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 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. YesxNo ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ̈No ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer ̈
     Accelerated filer ̈Non-accelerated filer ̈(Do not check if a smaller reporting company)
     Smaller reporting companyx




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesNox

The number of shares of Common Stock, $ 0.001 par value, outstanding on May 10, 2011 was 4,522,123 shares.



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ALL-AMERICANSPORTPARK,INC.FORM10-QINDEXPageNumberPARTI:
     FINANCIALINFORMATIONItem 1.
     Condensed Consolidated Financial StatementsCondensed Consolidated Balance Sheets at March 31, 2011(Unaudited) and December 31, 2010,1Condensed Consolidated Statements of Operations For the ThreeMonths Ended March 31, 2011 and 2010 (Unaudited)3Condensed Consolidated Statements of Cash Flows For the ThreeMonths Ended March 31, 2011 and 2010 (Unaudited)4Notes to Condensed Consolidated Financial Statements (Unaudited)
     5Item 2.
     Managements Discussion and Analysis of Financial ConditionAnd Results of Operations12Item 3.
     Quantitative and Qualitative Disclosures about Market Risk
     19Item 4.
     Controls and Procedures
     20PARTII:
     OTHERINFORMATION
     21Item 1.
     Legal Proceedings
     21Item 1A.
     Risk Factors
     21Item 2.
     Changes in Securities
     21Item 3.
     Defaults Upon Senior Securities
     21Item 4.
     (Removed and Reserved)
     21Item 5.
     Other Information
     21Item 6.
     Exhibits
     21SIGNATURES
     
     22






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PART 1  FINANCIAL INFORMATIONITEM1 FINANCIALSTATEMENTSALL-AMERICANSPORTPARK, INC.CONDENSEDCONSOLIDATEDBALANCESHEETSMarch 31,2011
     
     December 31,2010(Unaudited)AssetsCurrent assets:Cash
     $
     44,253
     
     
     $
     10,647Accounts receivable
     
     6,401
     
     
     
     6,421Prepaid expenses and other
     
     20,516
     
     
     
     12,650Total current assets
     
     71,170
     
     
     
     29,718Property and equipment,net of accumulated depreciation of $663,775 and$698,343,respectively706,438
     
     
     
     729,754Total Assets$
     777,608
     
     
     $
     759,472Liabilities and Stockholders' (Deficit)Current liabilities:Accounts payable and accrued expenses
     $
     158,692
     
     
     $
     198,664Current portion of notes payable related parties
     
     4,091,052
     
     
     
     4,093,177Current portion due to related parties
     
     1,377,445
     
     
     
     1,231,696Current portion of capital lease obligation
     
     23,763
     
     
     
     22,415Accrued interest payable - related party
     
     4,243,019
     
     
     
     4,140,745Total current liabilities
     
     9,893,971
     
     
     
     9,686,697Long-term liabilities:Long-term portion of capital lease obligation
     
     51,482
     
     
     
     58,349Deferred rent liability
     
     696,145
     
     
     
     695,048Total long-term liabilities
     
     747,627
     
     
     
     753,397Stockholders' (deficit):Preferred stock, Series "B", $0.001 par value, 10,000,000 sharesauthorized, no shares issued and outstandingas of March 31, 2011 and December 31, 2010, respectively-
     
     
     
     -Common stock, $0.001 par value, 50,000,000 sharesauthorized. 4,522,123 shares issued and outstandingas of March 31, 2011 and December 31, 2010, respectively
     
     4,522
     
     
     
     4,522Additional paid-in capital
     
     14,387,972
     
     
     
     14,387,972Accumulated (deficit)
     
     (24,467,274
     )
     
     
     (24,282,617
     )Total All-American SportPark, Inc. stockholders'(deficit)
     
     (10,074,780
     )
     
     
     (9,890,123
     )




1

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Noncontrolling interest in net assets of subsidiary
     
     210,790
     
     
     
     209,501Total stockholders' deficit
     
     (9,863,990
     )
     
     
     (9,680,622
     )Total Liabilities and Stockholders' (Deficit)
     $
     777,608
     
     
     $
     759,472




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

2

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ALL-AMERICAN SPORTPARK, INC.CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited)

For the Three Months EndingMarch 31, 20112011
     
     2010Revenue
     $
     449,973
     
     
     $
     489,024Revenue - related party
     
     39,312
     
     
     
     39,312Total revenue
     
     489,285
     
     
     
     528,336Cost of revenue
     
     193,162
     
     
     
     158,815Gross profit
     
     296,123
     
     
     
     369,521Expenses:General and administrative expenses
     
     329,930
     
     
     
     423,333Depreciation and amortization
     
     26,121
     
     
     
     15,443Total expenses
     
     356,051
     
     
     
     438,776Loss from operations
     
     (59,928
     )
     
     
     (69,255
     )Other income (expense):Interest expense
     
     (123,293
     )
     
     
     (111,320
     )Other income (expense)
     
     (147
     )
     
     
     -Total other income (expense)
     
     (123,440
     )
     
     
     (111,320Net loss before provision for income tax
     
     (183,368
     )
     
     
     (180,575
     )Provision for income tax expense
     
     -
     
     
     
     -Net (loss)
     $
     (183,368
     )
     
     $
     (180,575
     )Net income attributable to noncontrollinginterest
     
     1,289
     
     
     
     4,659Net (loss) attributable to All-American SportPark, Inc.
     $
     (184,657
     )
     
     $
     (185,234
     )Net (loss) per share-basic and fully diluted
     $
     (0.04
     )
     
     $
     (0.05
     )Weighted average number ofcommon shares outstanding
- basic andfully diluted4,522,123
     
     
     
     3,570,000




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

3

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ALL-AMERICAN SPORTPARK, INC.CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited)

For the Three Months EndingMarch 31,2011
     
     2010Cash flows from operating activitiesNet (loss)
     $
     (183,368
     )
     
     $
     (180,575
     )Adjustments to reconcile net (loss) tonet cash (used) in operating activities:Depreciation expense
     
     26,121
     
     
     
     15,443Changes in operating assets and liabilities:Accounts receivable
     
     20
     
     
     
     (17,481
     )Prepaid expenses and other
     
     (7,866
     )
     
     
     12,026Bank overdraft
     
     -
     
     
     
     -Accounts payable and accrued expenses
     
     (39,972
     )
     
     
     36,955Deferred rent liability
     
     1,097
     
     
     
     1,093Accrued interest payable - related party
     
     102,274
     
     
     
     100,393Net cash (used) by operating activities
     
     (101,694
     )
     
     
     (29,146
     )Cash flows from investing activitiesPurchase of property and equipment
     
     (2,805
     )
     
     
     (26,432
     )Net cash used by operating activities
     
     (2,805
     )
     
     
     (26,432
     )Cash flows from financing activitiesProceeds (payments) from related parties
     
     145,749
     
     
     
     (3,389
     )Payments on capital lease obligation
     
     (5,519
     )
     
     
     (2,612
     )Payments on notes payable - related party
     
     (2,124
     )
     
     
     (1,850
     )Net cash provided (used) by financing activities
     
     138,105
     
     
     
     (7,851
     ))Net increase (decrease) in cash
     
     33,605
     
     
     
     (63,429
     )Cash - beginning
     
     10,647
     
     
     
     272,750Cash - ending
     $
     44,253
     
     
     $
     209,322Supplemental disclosures:Interest paid
     $
     140
     
     
     $
     256Income taxes paid
     $
     -
     
     
     $
     -Schedule of non-cash investing and financing activitiesAssumption of capital lease obligation
     $
     -
     
     
     $
     99,000




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

4

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ALL-AMERICANSPORTPARK, INC.NOTES TOCONDENSEDCONSOLIDATEDFINANCIALSTATEMENTS(Unaudited)

Note 1  Basis of presentation

The condensed consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by All-American SportPark, Inc. (the Company), without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2010 and notes thereto included in the Company's Form 10-K. The Company follows the same accounting policies in the preparation of consolidated interim reports.

Results of operations for the interim periods may not be indicative of annual results.

Certain reclassifications have been made in prior periods financial statements to conform to classifications used in the current period.

Note 2  Going concern

As of March 31, 2011, we had an accumulated deficit of $24,467,274. In addition, the Companys current liabilities exceed its current assets by $9,822,801 as of March 31, 2011. These conditions have raised substantial doubt about the Company's ability to continue as a going concern. Although our recent growth has greatly improved cash flows, we nonetheless need to obtain additional financing to fund payment of obligations and to provide working capital for operations. Management is seeking additional financing, and is now looking for a merger or acquisition candidate. It is managements objective to review the acquisition of interests in various business opportunities, which in their opinion will provide a profit to the Company. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and working capital needs. There is no assurance any of these transactions will occur. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

5

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Note 3  Recent accounting Policies

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The adoption of this ASU did not have a material impact on our consolidated financial statements.

In July 2010, the FASB issued ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This ASU amends FASB Accounting Standards Codification Topic 310, Receivables, improving the disclosures that an entity provides about the credit quality of its receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to separate, by segment or class of financing receivables, certain disclosures and provide certain new disclosures receivables and related credit losses. This ASU is effective for interim and annual reporting periods ending on or after December 15, 2010. The adoption did not have a material effect on our consolidated financial statements.

On December 21, 2010, the FASB issued Accounting Standards Update (ASU) 2010-29, which impacts any public entity that enters into business combinations that are material on an individual or aggregate basis. This ASU provides that if a public entity presents comparative financial statements, the entity should disclose revenues and earnings of the combined entity as if the business that occurred had occurred at the beginning of the prior annual period when preparing current and prior year reporting. The guidance also requires that a narrative description regarding the nature and amount of material that is nonrecurring, be included in reporting revenues and earnings. This guidance is effective for business combinations consummated in periods beginning after December 15, 2010. The adoption of this guidance did not have a material impact on our consolidated financial statements.

Note 4  Noncontrolling interest

Noncontrolling interest represents the minority stockholders proportionate share of the equity of AAGC. At March 31, 2011, we owned 51% of AAGCs capital stock, representing voting control and a majority interest. Our controlling ownership interest requires that AAGCs operations be included in the Condensed Consolidated Financial Statements contained herein. The 49% equity interest that is not owned by us is shown as Noncontrolling interest in consolidated subsidiary in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets. As of March 31, 2011, St. Andrews Golf Shop, our minority interest partner and a related party (see Note 6) held a $17,571 interest in the net asset value of our subsidiary AAGC and a $193,219 interest in the net income from operations of AAGC.

6

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Note 5  Related party transactionsDue to related parties

The Companys employees provide administrative/accounting support for (a) three golf retail stores, one of which is named Saint Andrews Golf Shop ("SAGS") and the other two are Las Vegas Golf and Tennis ("District Store") and the Las Vegas Golf and Tennis Superstore (Westside), owned by the Company's President and his brother, and (c) Sports Entertainment Enterprises, Inc. until February 2005. One of the SAGS stores is the retail tenant in the CGC.

Administrative/accounting payroll and employee benefits expenses are allocated based on an annual review of the personnel time expended for each entity. Amounts allocated to these related parties by the Company approximated $20,648 and $20,500 for the three months ended March 31, 2011 and 2010, respectively. The Company records this allocation by reducing the related expenses and allocating them to the related parties.

In addition to the administrative/accounting support provided by the Company to the above stores, the Company received funding for operations from these and various other stores owned by the Companys President, his brother, and Chairman. These funds helped pay for office supplies, phone charges, postages, and salaries. The net amount due to these stores totaled $1,377,445 and $1,231,696 as of March 31, 2011 and December 31, 2010, respectively. The amounts are non-interest bearing and due out of available cash flows of the Company. Additionally, the Company has the right to offset the administrative/accounting support against the funds received from these stores.

7

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Notes and Interest Payable to Related Parties:

The Company has various notes and interest payable to the following entities as of March 31, 2011 and December 31, 2010, respectively:

2011
     
     
     2010Various notes payable to the Paradise Storebearing 10% per annum and due on demand$
     3,200,149
     
     $
     3,200,149Note payable to BE Holdings 1, LLC,owned by the chairman of the board,bearing 10% per annum and due on demand100,000
     
     
     100,000Various notes payable to SAGS, bearing 10%per annum and due on demand630,846
     
     
     630, 846Various notes payable to the District Store,bearing 10% per annum and due on demand85,000
     
     
     85,000Note payable to BE, III bearing 10% per annumAnd due on demand75,000
     
     
     75,000Note payable to SAGS for phone system,payable in monthly payments of $457 through201157
     
     
     2,182Total
     $
     4,091,052
     
     $
     4,093,177




All maturities of related party notes payable and the related accrued interest payable as of March 30, 2010 are due and payable upon demand. At March 31, 2011, the Company has no loans or other obligations with restrictive debt or similar covenants.

On June 15, 2009, the Company entered into a Stock Transfer Agreement with St. Andrews Golf, Ltd. a Nevada limited liability company, which is wholly-owned by Ronald Boreta, our chief executive officer and John Boreta, a principal shareholder of the Company. Pursuant to this agreement, we agreed to transfer a 49% interest in our wholly owned subsidiary, AAGC as a partial principal payment in the amount of $600,000 on the Companys outstanding loan due to St. Andrews Golf Shop, Ltd. In March 2009, the Company engaged the services of an independent third party business valuation firm, Houlihan Valuation Advisors, to determine the fair value of the business and the corresponding minority interest. Based on the Minority Value Estimate presented in connection with this appraisal, which included valuations utilizing the income, market and transaction approaches in its valuation methodology, the fair value of a 49% interest totaled $ 600,000.

As of March 31, 2011 and December 31, 2010, accrued interest payable - related parties related to the notes payable  related parties totaled $4,243,019 and $4,140,745, respectively.

8

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Lease to SAGS

The Company subleases space in the clubhouse to SAGS. Base rent includes $13,104 per month through July 2012 with a 5% increase for each of two 5-year options to extend in July 2012 and July 2017. For the three months ended March 31, 2011 and 2010, the Company recognized rental income totaling $39,312 and $39,312 respectively.

Note 7  Commitments

Lease agreements

The land underlying the CGC is leased under an operating lease that expires in 2012 and has two five-year renewal options. In March 2006, the Company exercised the first of two options, extending the lease to 2018. Also, the lease has a provision for contingent rent to be paid by AAGC upon reaching certain levels of gross revenues. The Company recognizes the minimum rental expense on a straight-line basis over the term of the lease, which includes the two five year renewal options.

At March 31, 2011, minimum future lease payments under non-cancelable operating leases are as follows:

2011
     
     $
     361,2552012
     
     
     529,8402013
     
     
     529,8402014
     
     
     529,8402015
     
     
     529,840Thereafter
     
     
     3,805,219$
     6,285,834




Total rent expense for this operating lease was $121,515 and $121,515 for the three months ended March 31, 2011 and 2010.

9

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Capital Lease

The company entered into a capital lease for new Club Car gas powered golf carts. The lease is 47 months in length and started on March 1, 2010. The company realizes $2,620 a month in interest expense related to the lease.

The following is a schedule by year of future principal payments required under this lease agreement.

2011
     $
     17,5602012
     
     25,9412013
     
     29,1572014
     
     2,587$
     75,245




Accumulated depreciation for the Capital Lease as of March 31, 2011 and December 31, 2010 is $27,383 and $15,623respectively.

Customer Agreement

On June 19, 2009, the Company entered into a Customer Agreement with Callaway Golf Company (Callaway) and St. Andrews Golf Shop, Ltd. (SAGS) through our majority owned subsidiary AAGC. Pursuant to this agreement, AAGC shall expend an amount equal to or exceeding $250,000 for marketing and promotion of Callaway for a period of approximately three and one half years with an automatic extension to December 31, 2018 unless written notice of termination is received by November 2013. Additionally, pursuant to the Customer Agreement AAGC has expended amounts to improve both its range facility as well as the golfing center. These improvements include Callaway Golf® branding elements. Callaway agreed to provide funding and resources in the minimum amount of $2,750,000 to be allocated as follows: 1) $750,000 towards operating expenses of AAGC; 2) $750,000 towards facility improvements for both AAGC and St. Andrews Golf Shop; 3) $500,000 in range landing area improvements of AAGC and 4) three payments each of $250,000 for annual advertising expenses paid by AAGC, which will be repaid in golf merchandise to SAGS. AAGC will then be reimbursed by SAGS for AAGCs expenditures in advertising as incurred. Due to the fact that SAGS is a related party, the Company is also considered a customer of Callaway as it relates to the Customer Agreement. As a result, we recognized the contributions from Callaway as follows:

- Contribution of operating expenses totaling $750,000 (received July 2009) was treated as a reduction of operating expenses and therefore reduced our General and administrativeexpense by that amount.
- Contribution of range and other facility improvements totaling $554,552 were recorded as a reduction of the costs for those improvements. The contributions, which were madedirectly by Callaway to the applicable contractors and vendors completing the work, wereexactly equal to the costs and therefore, no value as been recorded for these improvements.

10

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The annual payments for advertising began in 2010 and will continue as long as Callaway, AAGC and SAGS agree to maintain the agreement through the term of the Customer Agreement in December 2018. Such contributions from Callaway of up to $250,000 annually will be recorded as a reduction of the Companys costs for the related advertising. Additionally, the contributions are to be paid to SAGS in the form of golf related products. SAGS will then reimburse AAGC in monies as the related golf products are received. During the three ending March 30, 2011 and 2010, SAGS reimbursed AAGC $66,001 and $0, respectively.

Note 8  Stockholders' deficit

We are authorized to issue 5,000,000 shares of $0.001 par value preferred stock and 10,000,000 shares of $0.001 par value common stock.

Preferred stock

As of March 31, 2011, we had no preferred shares issued and outstanding.

Common stock

As of March 31, 2011, we had 4,522,123 shares of our $0.001 par value common stock issued and outstanding. We had no new issuances during the period ended March 31, 2011.

Note 9  Subsequent events

Upon our evaluation of events and transactions that have occurred subsequent to the balance sheet date, we have determined that there are no additional material events which have occurred after the balance sheet date that would be deemed significant or require recognition or additional disclosure.

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ITEM2. MANAGEMENTSDISCUSSION ANDANALYSIS OFFINANCIALCONDITION ANDRESULTS OFOPERATIONS.

Forward-Looking Statements

This document contains forward-looking statements. All statements other than statements of historical fact are forward-looking statements for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words may, could, estimate, intend, continue, believe, expect or anticipate or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors affecting these risks and uncertainties include, but are not limited to:

- increased competitive pressures from existing competitors and new entrants;
- deterioration in general or regional economic conditions;
- adverse state or federal legislation or regulation that increases the costs of compliance, oradverse findings by a regulator with respect to existing operations;
- loss of customers or sales weakness;
- inability to achieve future sales levels or other operating results;
- the inability of management to effectively implement our strategies and business plans;and
- the other risks and uncertainties detailed in this report.

Overview of Current Operations

On June 19, 2009, the Company entered into a Customer Agreement with Callaway Golf Company (Callaway) and St. Andrews Golf Shop, Ltd. (SAGS) through our majority owned subsidiary AAGC. Pursuant to this agreement, AAGC shall expend an amount equal to or exceeding $250,000 for marketing and promotion of Callaway for a period of approximately three and one half years with an automatic extension to December 31, 2018 unless written notice

12

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of termination is received by November 2013. Additionally, pursuant to the Customer Agreement AAGC has expended amounts to improve both its range facility as well as the golfing center. These improvements include Callaway Golf® branding elements. Callaway agreed to provide funding and resources in the minimum amount of $2,750,000 to be allocated as follows: 1) $750,000 towards operating expenses of AAGC; 2) $750,000 towards facility improvements for both AAGC and St. Andrews Golf Shop; 3) $500,000 in range landing area improvements of AAGC and 4) three payments each of $250,000 for annual advertising expenses paid by AAGC, which will be repaid in golf merchandise to SAGS. AAGC will then be reimbursed by SAGS for AAGCs expenditures in advertising as incurred. Due to the fact that SAGS is a related party, the Company is also considered a customer of Callaway as it relates to the Customer Agreement. As a result, we recognized the contributions from Callaway as follows:

- Contribution of operating expenses totaling $750,000 (received July 2009) was treated asa reduction of operating expenses and therefore reduced our General and administrativeexpense by that amount.
- Contribution of range and other facility improvements totaling $554,552 were recordedas a reduction of the costs for those improvements. The contributions, which were madedirectly by Callaway to the applicable contractors and vendors completing the work, wereexactly equal to the costs and therefore, no value as been recorded for theseimprovements.

The annual payments for advertising began in 2010 and will continue as long as Callaway, AAGC and SAGS agree to maintain the agreement through the term of the Customer Agreement in December 2018. Such contributions from Callaway of up to $250,000 annually will be recorded as a reduction of the Companys costs for the related advertising. Additionally, the contributions are to be paid to SAGS in the form of golf related products. SAGS will then reimburse AAGC in the form of monies as the as the related golf products are received.

On January 25, 2011, The 305 Group leased the restaurant lease at the Callaway Golf Center. They have renamed the restaurant The Upper Deck Grill and Sports Lounge. The tenant remodeled the entire restaurant space and opened to the public on April 28, 2011. They now offer fresh made foods for the restaurant and bar. The tenant will pay $4,000 a month in rent increasing by 4% each month and potential percentage rent could be paid if the tenant's sales reach certain levels.

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Results of Operations for the three months ended March 30, 2011 and 2010 compared.

The following tables summarize selected items from the statement of operations for the three months ended March 30, 2011 compared to the three months ended March 30, 2010.

INCOME:For the three monthsendedMarch 30,Increase (Decrease)2011
     
     
     2010
     
     
     $
     
     %Revenue
     $
     449,973
     
     $
     489,024
     
     
     (39,051
     )
     
     (7.99
     )%Revenue  Related Party
     
     39,312
     
     
     39,312
     
     
     -
     
     
     -Cost of Sales
     
     193,162
     
     
     158,815
     
     
     34,347
     
     
     21.63
     %Gross Profit
     $
     296,123
     
     $
     369,521
     
     $
     (73,398
     )
     
     (19.86
     )%Gross Profit Percentage of Sales
     
     61%
     
     
     70%




Our revenue for the three months ended March 31, 2011 was $449,973 compared to revenue of $489,024 in the three months ended March 31, 2010, a decrease of $39,051, or 7.99% from the same three-month period in the previous year. Revenues were slightly down during the first quarter of the year due to a drop in rounds of golf and a very cold first month of the year. Additionally, we have been participating in a Groupon® advertising program that offered customers discounted play at the CGC which could be used over a six-month period. However, the revenue from the sales of these packages is deferred until the end of the promotion. The November 11, 2010 promotion ends May 11, 2011 and the January 27, 2011 promotion will end on July 27, 2011. Our expected revenue from these two promotions will be approximately $35,000.

Revenue from a related party was $39,312 for each of the three months ended March 31, 2011 and 2010..

Cost of sales/Gross profit percentage of sales

Cost of sales currently consists mainly of payroll and benefits expenses of AAGC staff, and operating supplies. Our cost of sales for the three months ended March 31, 2011 was $193,162, an increase of $34,347, or 21.63% from $158,815 for the same three month period ending March 31, 2010. Our costs increased in the first quarter of 2011 due to the commissions paid to Groupon® for participation in their promotions.

Gross profit as a percentage of sales decreased from 70% for the three months ended March 31, 2010 to 66% for the three months ended March 31, 2011. The reduction in the gross profit percentage was primarily due to the Groupon® commissions that we incurred for advertising in 2011.

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EXPENSES:For the Three Months EndingMarch 31,Increase (Decrease)2011
     
     
     
     2010Amount
     
     
     
     Amount
     
     
     $
     
     %Expenses:General and administrativeexpenses
     
     329,930
     
     
     
     423,333
     
     
     (93,403
     )
     
     (22.06
     )%Depreciation and amortization
     
     26,121
     
     
     
     15,443
     
     
     10,678
     
     
     69.14
     %Total expenses
     
     356,051
     
     
     
     438,776
     
     
     (82,725
     )
     
     (18.85
     )%Net operating (loss)
     
     (59,928
     )
     
     
     (69,255
     )
     
     9,327
     
     
     13.47
     %Other income (expense):Interest expense
     
     (123,293
     )
     
     
     (111,320
     )
     
     (11,973
     )
     
     (10.76
     )%Other income (expense)
     
     (147
     )
     
     
     -
     
     
     (147
     )
     
     (100
     )%Total other income (expense)
     
     (123,440
     )
     
     
     (111,320
     )
     
     (12,120
     )
     
     (10.89
     )%Net (loss)
     
     (183,368
     )
     
     
     (180,575
     )
     
     (2,793
     )
     
     (1.55
     )%Net income attributable tononcontrolling interest$
     1,289
     
     
     $
     4,659
     
     
     (3,370
     )
     
     72.33
     %Net (loss) attributable to All-American Sport Park, Inc.(184,657
     )
     
     
     (185,234
     )
     
     577
     
     
     0.31
     %Net (loss) per share  basic andfully diluted$
     (0.04
     )
     
     $
     (0.05
     )




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General and Administrative Expenses

General and administrative expenses for the three months ended March 31, 2011 were $329,930, a decrease of $93,403 or 22.06%, from $423,333 for the three months ended March 31, 2010. Although the overall expenses related to AAGC are down, the cost of maintaining a public company remain steady, with public company expenses being approximately $50,000 a year. AAGCs expenses were down this year due to a cut in spending across the board. Although fixed expenses remain steady, the general expenses with flexibility were all down over the prior three month period.

Depreciation expense

Depreciation and amortization expenses for the three months ended March 31, 2011 were $26,121, an increase of $10,678, or 69.14%, from $15,443 for the three months ended March 31, 2010. The increase was a result of the addition of several fixed assets in February and March 2010 which have resulted in an overall increase to depreciation since that time.

Total expenses

Our overall operating expenses decreased with expenses totaling $356,051 for the three months ended March 31, 2011 compared to $438,776 for the three months ended March 31, 2010. The decrease in total expenses was $82,725 or 18.85% and was due to the fact that we made a payment in January 2010 for the contract services of our former landscaping company. Those services are now handled in-house resulting in savings of approximately $34,000 a month.

Loss from operations

We had a net loss from operations in the amount of $59,928 for the three months ended March 31, 2011 versus a net loss from operations of $69,255 for the three months ended March 31, 2010 a decrease of $9,327 or $13.47%. This decreased net loss was primarily due to deferred income from this quarter that will be realized second quarter 2011.

Interest Expense

Our interest expense increased 10.76% from $111,320 for the three months ended March 31, 2010 to $123,293 for the three months ended March 31, 2011. The increase of our interest expense is directly related to of the notes held by related parties

Net Loss

Our net loss for the three months ended March 31, 2011 was $183,368 (before noncontrolling interest) as compared with net loss of $180,575 for the same period in 2010. This is an increase of $2,793 or 1.55% over the same period in 2010.

Further, the net income attributable to noncontrolling interest for the first quarter of 2011 was $1,289 as compared to $4,659 for the same period in 2010. That combined with the net loss

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makes the net loss attributable to All-American Sport Park $184,657 for 2011 a decrease of $577 over 2010 or .31%.

Liquidity and Capital Resources

A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our product to market, complete additional financial service company acquisitions, and generate substantial revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary financing, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.

The following table summarizes our current assets, liabilities, and working capital at March 31, 2011 compared to December 31, 2010.

March 31,2011
     
     December 31,2010
     
     Increase / (Decrease)$
     
     %Current Assets
     $
     71,170
     
     
     $
     29,718
     
     
     41,452
     
     
     139.48
     %Current Liabilities
     
     9,893,371
     
     
     
     9,680,622
     
     
     (212,749
     )
     
     2.20
     %Working Capital Deficit
     $
     (9,822,201
     )
     
     $
     (9,656,904
     )
     
     (165,297
     )
     
     1.71
     %




Internal and External Sources of Liquidity

Cash Flow.Since inception, we have primarily financed our cash flow requirements through related party debt transactions. If that source of funding is eliminated it may have a material, adverse effect on our operations. We are currently operating at a loss but with positive cash flow because of deferring related party payables and interest payments. Though this has allowed us to currently minimize the deferral of our payables, we continue to depend on this source of financing. Should we lose our ability to defer those payables, without a return to profitability, our cash resources will be limited.

Satisfaction of our cash obligations for the next 12 months.

As of March 31, 2011, our cash balance was $44,253. Our plan for satisfying our cash requirements for the next twelve months is by relying less on-related party financing and using the funds available through our Callaway Golf agreement to help with any cash flow deficiencies. Because we have not anticipated generating sufficient amounts of positive cash flow to meet our working capital requirements, we have secured a customer agreement with Callaway Golf that will add additional capital to help fund our operations.

Given our operating history, predictions of future operating results are difficult to make. Thus, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their various stages of commercial viability. Such risks include, but

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are not limited to, an evolving business model and the management of growth. To address these risks we, among other things, plan to continue to modify our business plan, implement and execute our marketing strategy, develop and upgrade our facilities in a response to our competitors developments.

Going Concern

The financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. Management intends to use borrowings and security sales to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if and when required will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

Critical Accounting Policies and Estimates

Stock-based Compensation:In accordance with accounting standards concerning Stock-based Compensation, the company accounts for all compensation related to stock, options or warrants using a fair value based method in which compensation cost is measured at the grant date based on the value of the award and is recognized over the service period. The Company uses the Black-Scholes pricing model to calculate the fair market value of options and warrants issued to both employees and non-employees. Stock issued for compensation is valued on the date of the related agreement and using the market price of the stock.

Related party transactions: In accordance with accounting standards concerning related party transactions, there now are established requirements for related party disclosures and the policy provides guidance for the disclosures of transactions between related parties.

Subsequent events:In accordance with accounting standards concerning subsequent events, states that a company is not required to disclose the date through with subsequent events have been evaluated. The adoption of this ASU did not have a material impact on our consolidated financial statements.

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Recent Accounting Developments

The FASB Accounting Standards Codification is the single official source of authoritative, nongovernmental, U.S. GAAP, in addition to guidance issued by the Securities and Exchange Commission. This codification is designed to simplify U.S. GAAP into a single, topically ordered structure.

In January 2010, the FASB issued ASU No. 2010-06 regarding fair value measurements and disclosures and improvement in the disclosure about fair value measurements. This ASU requires additional disclosures regarding significant transfers in and out of Levels 1 and 2 of fair value measurements, including a description of the reasons for the transfers. Further, this ASU requires additional disclosures for the activity in Level 3 fair value measurements, requiring presentation of information about purchases, sales, issuances, and settlements in the reconciliation for fair value measurements. This ASU is effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. We are currently evaluating the impact of this ASU; however, we do not expect the adoption of this ASU to have a material impact on our consolidated financial statements.

In July 2010, the FASB issued ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses. This ASU amends FASB Accounting Standards Codification Topic 310, Receivables, improving the disclosures that an entity provides about the credit quality of its receivables and the related allowance for credit losses. As a result of these amendments, an entity is required to separate, by segment or class of financing receivables, certain disclosures and provide certain new disclosures receivables and related credit losses. This ASU is effective for interim and annual reporting periods ending on or after December 15, 2010. The adoption of this ASU did not have a material effect on our consolidated financial statements.

On December 21, 2010, the FASB issued ASU 2010-29, which impacts any public entity that enters into business combinations that are material on an individual or aggregate basis. This ASU provides that if a public entity presents comparative financial statements, the entity should disclose revenues and earnings of the combined entity as if the business that occurred had occurred at the beginning of the prior annual period when preparing current and prior year reporting. The guidance also requires that a narrative description regarding the nature and amount of material that is nonrecurring, be included in reporting revenues and earnings. This guidance is effective for business combinations consummated in periods beginning after December 15, 2010. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements.

ITEM 3. QUANTITATIVE ANDQUALITATIVEDISCLOSURES ABOUTMARKETRISK.

Not applicable.

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ITEM4. CONTROLS ANDPROCEDURES.

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SECs rules and forms, and that such information is accumulated and communicated to the Companys management, including its Chief Executive Officer and Principal Financial Officer to allow timely decisions regarding required financial disclosure.

As of the end of the period covered by this report, the Companys management carried out an evaluation, under the supervision of and with the participation of the Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act). Based upon that evaluation, the Companys Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, completely and accurately, within the time periods specified in SEC rules and forms because a transaction was not properly recorded in order for the Companys financial statements to be prepared in accordance with generally accepted accounting principles, as discussed below .

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the first quarter of the fiscal year covered by this report that have materially affected, or are reasonably likely to affect, the Companys internal control over financial reporting.

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PART II--OTHER INFORMATION

ITEM1. LEGALPROCEEDINGS.There are no legal proceedings in which the Company is involved at this time.ITEM1A. RISKFACTORS.Not required.ITEM2. UNREGISTEREDSALES OFEQUITYSECURITIES ANDUSE OFPROCEEDS.We did not have any unregistered sales of equity securities during the quarter endedMarch 31, 2011 that have not been reported in a Current Report on Form 8-K.Issuer Purchases of Equity SecuritiesWe did not repurchase any of our equity securities during the quarter ended March 31,2011.ITEM3. DEFAULTSUPONSENIORSECURITIES.None.ITEM4. (REMOVED ANDRESERVED)ITEM5. OTHERINFORMATION.None.ITEM6. EXHIBITS.

Incorporated by referenceExhibit
     
     Filed
     
     Period
     Exhibit
     FilingNumber
     Exhibit description
     herewith
     Form
     ending
     No.
     date31.1
     Certification of Chief Executive and PrincipalFinancial Officer Pursuant to Section 302 of theSarbanes-Oxley Act of 2002
     X32.1
     Certification of Chief Executive and Principal FinancialOfficer Pursuant to Section 906 of the Sarbanes-OxleyAct of 2002
     X




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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ALL-AMERICAN SPORTPARK, INC.(Registrant)

Date: May 12, 2011
     By:
     /s/ Ronald BoretaRonald Boreta, President, Chief Executive Officer,and Treasurer (On behalf of the Registrant and asPrincipal Financial Officer)




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