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


                                   FORM 10-QSB


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


                  For the quarterly period ended June 30, 2005


                         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 June 30, 2005 3,400,000 shares of common stock were outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ]  No [X]


<PAGE>


                          ALL-AMERICAN SPORTPARK, INC.
                                   FORM 10-QSB
                                      INDEX
                                                                  Page Number
PART I:  FINANCIAL INFORMATION

Item 1.  Consolidated Financial Statements:

         Consolidated Balance Sheets
         June 30, 2005 and March 31, 2005     ....................     3

         Consolidated Statements of Operations
         Three Months Ended June 30, 2005 and 2004................     4

         Consolidated Statements of Operations
         Six Months Ended June 30, 2005 and 2004  ................     5

         Consolidated Statements of Cash Flows
         Six Months Ended June 30, 2005 and 2004 .................     6

         Notes to Consolidated Financial Statements ..............     7

Item 2.  Management's Discussion and Analysis or
         Plan of Operation .......................................     9

Item 3.  Controls and Procedures .................................    12

PART II: OTHER INFORMATION

Item 1.  Legal Proceedings .......................................    13

Item 2.  Changes in Securities ...................................    13

Item 3.  Defaults Upon Senior Securities .........................    13

Item 4.  Submission of Matters to a Vote of Security
         Holders .................................................    13

Item 5.  Other Information .......................................    13

Item 6.  Exhibits and Reports on Form 8-K ........................    13

SIGNATURES .......................................................    14



                                       2
<PAGE>



                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                       JUNE 30, 2005 AND DECEMBER 31, 2004

                                     ASSETS
                                                      2005            2004
                                                  ------------    ------------
                                                   (Unaudited)
Current assets:
  Cash                                            $     73,515    $      6,125
  Accounts receivable                                    1,583             902
  Prepaid expenses                                      20,258          11,626
                                                  ------------    ------------
     Total current assets                               95,356          18,653

Leasehold improvements and equipment, net            1,001,825       1,034,033
Other assets                                           125,000           1,367
                                                  ------------    ------------
     Total assets                                 $  1,222,181       1,054,053
                                                  ============    ============

LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY

Current liabilities:
  Current portion of notes payable to
   related entities                               $    442,185    $    385,896
  Current portion of other long-term debt               76,274          72,760
  Interest payable to related entities                 250,190         232,690
  Accounts payable and accrued expenses                220,607         199,287
                                                  ------------    ------------
     Total current liabilities                         989,256         890,633

Notes payable to related entities, net of
  current portion                                    3,986,715       3,974,138
Interest payable to related entities                 1,760,566       1,550,205
Due to related entities                                541,225         344,425
Long-term debt, net of current portion                 200,345         239,381
Deferred income                                            -            13,104
                                                  ------------    ------------
     Total liabilities                               7,478,107       7,011,886
                                                  ------------    ------------
Minority interest in subsidiary                        393,732         411,508
                                                  ------------    ------------
Shareholders' equity deficiency:
  Series B Convertible Preferred Stock,
   $.001 par value, no shares issued
   and outstanding                                         -               -
  Common Stock, $.001 par value, 10,000,000
   shares authorized, 3,400,000 shares
   issued and outstanding at June 30, 2005,
   and December 31, 2004, respectively                   3,400           3,400
  Additional paid-in capital                        11,462,882      11,462,882
  Accumulated deficit                              (18,115,940)    (17,835,623)
                                                  ------------    ------------
     Total shareholders' equity deficiency          (6,649,658)     (6,369,341)
                                                  ------------    ------------

Total liabilities and shareholders'
 equity deficiency                                $  1,222,181    $  1,054,053
                                                  ============    ============

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

                                       3
<PAGE>

                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                FOR THE THREE MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

                                                   2005          2004
                                                ----------    ----------

Revenues                                        $  638,173    $  665,135
Cost of revenues                                   141,181       168,064
                                                ----------    ----------

     Gross profit                                  496,992       497,071
                                                ----------    ----------

Operating expenses:
   Selling, general and administrative:
      Land lease expense                            99,519        99,521
      Landscape maintenance                        104,315       108,277
      Other                                        318,649       347,838
                                                ----------    ----------
                                                   522,483       555,636
   Depreciation and amortization                    16,129        13,648
                                                ----------    ----------
     Total operating expenses                      538,612       569,284
                                                ----------    ----------

Operating loss                                     (41,620)      (72,213)

Other income (expense):
   Interest income                                     -           3,577
   Interest expense                               (122,363)     (119,640)
   Other income                                      1,000         5,064
                                                ----------    ----------
     Loss before minority
      interest                                    (162,983)     (183,212)

Minority interest in net loss
  (income) of subsidiary                            16,764       (54,213)
                                                ----------    ----------
Net loss                                        $ (146,219)   $ (237,425)
                                                ==========    ==========

NET LOSS PER SHARE:
 Basic and diluted net loss
  per share                                     $    (0.04)   $    (0.07)
                                                ==========    ==========


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

                                       4
<PAGE>

                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

                                                    2005           2004
                                                -----------    -----------

Revenues                                        $ 1,180,672    $ 1,229,610
Cost of revenues                                    252,092        258,710
                                                -----------    -----------

     Gross profit                                   928,580        970,900
                                                -----------    -----------

Operating expenses:
   Selling, general and administrative:
      Land lease expense                            199,041        199,043
      Landscape maintenance                         203,226        201,559
      Other                                         558,317        603,690
                                                -----------    -----------
                                                    960,584      1,004,292
   Depreciation and amortization                     32,208         31,188
                                                -----------    -----------
     Total operating expenses                       992,792      1,035,480
                                                -----------    -----------

Operating loss                                      (64,212)       (64,580)

Other income (expense):
   Interest income                                    2,256          6,565
   Interest expense                                (243,757)      (246,080)
   Other income                                       8,394        174,798
   Other expense                                       (773)        (1,000)
                                                -----------    -----------
     Loss before minority
      interest                                     (298,092)      (130,297)

Minority interest in net loss
  (income) of subsidiary                             17,775        (38,782)
                                                -----------    -----------
Net loss                                        $  (280,317)   $  (169,079)
                                                ===========    ===========

NET LOSS PER SHARE:
 Basic and diluted net loss
  per share                                     $     (0.08)   $     (0.05)
                                                ===========    ===========


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

                                       5
<PAGE>

                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                 FOR THE SIX MONTHS ENDED JUNE 30, 2005 AND 2004
                                   (UNAUDITED)

                                                         2005           2004
                                                     -----------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                           $  (280,317)   $  (169,079)
   Adjustment to reconcile net loss to
      net cash provided by operating activities:
   Minority interest                                     (17,776)        38,777
   Depreciation and amortization                          32,208         31,188
   Loss on sale of capital assets                            -            1,000
   Increase in operating (assets) and liabilities:
     Accounts receivable                                    (681)       (24,816)
     Prepaid expenses and other                         (132,265)         9,059
     Accounts payable and accrued expenses                21,320          7,633
     Interest payable to related entities                227,861        204,579
     Deferred income                                     (13,104)        (1,500)
                                                     -----------    -----------
       Net cash provided by (used in)
        operating activities                            (162,754)        96,841
                                                     -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Proceeds from sale of capital assets                                  114,581
  Capital asset expenditures                                           (348,425)
                                                                    -----------
       Net cash used in
       investing activities                                            (233,844)
                                                                    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from notes payable to
   related entities                                       55,000        114,958
  Principal payments on notes payable
    to related entities                                  (14,506)      (144,958)
  Principal payments on other notes payable              (35,522)       (15,974)
  Increase in due to related entities                    225,172        181,483
                                                     -----------    -----------
       Net cash provided by
        financing activities                             230,144        135,519
                                                     -----------    -----------

NET INCREASE (DECREASE) IN CASH                           67,390         (1,484)

CASH, beginning of period                                  6,125         17,521
                                                     -----------    -----------
CASH, end of period                                  $    73,515    $    16,037
                                                     ===========    ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                             $    15,717    $    23,395
                                                     ===========    ===========

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

                                       6
<PAGE>

                   ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)

1.  CONSOLIDATED FINANCIAL STATEMENTS

The accompanying consolidated financial statements of All-American SportPark,
Inc. ("AASP" or the "Company"), include the accounts of AASP and its 65% owned
subsidiary, All-American Golf Center, Inc. ("AAGC") (collectively the
"Company"). All significant intercompany accounts and transactions have been
eliminated. The operations of the Callaway Golf Center ("CGC") are included in
AAGC.

The accompanying interim unaudited consolidated financial statements have been
prepared by the Company pursuant to the rules and regulations of the Securities
and Exchange Commission relating to interim financial information. Accordingly,
certain information and footnote disclosures normally included in annual
financial statements prepared in accordance with accounting principles generally
accepted in the United States have been condensed or omitted. In the opinion of
management, all necessary adjustments have been made to present fairly, in all
material respects, the financial position, results of operations and cash flows
of the Company at June 30, 2005, and for all prior periods presented.

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

Financial results for the interim periods ended June 30, 2005, may not be
indicative of results to be expected for the year.

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, 2004,
from which the audited balance sheet information as of that date was derived.

Certain prior period amounts have been reclassified to conform with the current
period presentation.

2.  INCOME (LOSS) PER SHARE AND SHAREHOLDER'S EQUITY DEFICIENCY

Basic and diluted income (loss) per share is computed by dividing the reported
net income or loss by the weighted average number of common shares outstanding
during the period. The weighted-average number of common shares used in the
calculation of basic and diluted loss per share were 3,400,000 for the
three-month and six-month periods ended June 30, 2005 and 2004.

3.  RELATED PARTY TRANSACTIONS

The Company provides administrative/accounting support for (a) The Company
Chairman's two wholly-owned golf retail stores in Las Vegas, Nevada, (the
"Paradise Store" and "Rainbow Store"), (b) two golf retail stores, both named
Saint Andrews Golf Shop ("SAGS"), owned by the Company's President and his
brother, and Sports Entertainment Enterprises, Inc. until February 2005.
Administrative/accounting payroll and employee benefits are allocated based on
an annual review the personnel time expended for each entity. Amounts allocated
to these related parties by the Company approximated $25,000 and $50,000 for the
six-months ended June 30, 2005 and 2004, respectively.

                                       7
<PAGE>

4.  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. Historically, with some
exceptions, the Company has incurred net losses. As of June 30, 2005, the
Company had a working capital deficit of $893,900 and a shareholders' equity
deficiency of $6,649,658.

The CGC, however, has generated positive cash flow since 1998. This positive
cash flow has diminished substantially in 2005 and there is no assurance that it
will continue.

AASP management believes that its operations, and existing cash balances as of
June 30, 2005, may not be sufficient to fund operating cash needs and debt
service requirements over the next 12 months. Management continues to seek other
sources of funding, which may include Company officers or directors or other
related parties. In addition, management continues to analyze all operational
and administrative costs of the Company and has made and will continue to make
the necessary cost reductions as appropriate.

Among its alternative courses of action, management of the Company may seek out
and pursue a business combination transaction with a private business enterprise
that might have a desire to take advantage of the Company's status as a public
corporation. There is no assurance that the Company will acquire a favorable
business opportunity through a business combination. In addition, even if the
Company becomes involved in such a business opportunity, there is no assurance
that it would generate revenues or profits, or that the market price of the
Company's common stock would be increased thereby.

Management continues to seek out financing to help meet working capital needs of
the Company. In this regard, management believes that additional borrowings
against the CGC could be arranged although there can be no assurance that the
Company would be successful in securing such financing with terms acceptable to
the Company.

Long-lived assets were evaluated for possible impairment and determined not to
be impaired as of December 31, 2004. 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.

5.  CONTINGENCIES

On May 31, 2005, leased restaurant operator ceased operations. The operator
filed a notice of default against the CGC. The parties are currently in
settlement negotiations.


                                       8
<PAGE>

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 notes included in this report.

OVERVIEW

The Company's operations consist of the managing and operating the Callaway Golf
Center (CGC). The CGC includes a par 3 golf course fully lighted for night golf,
a 110-tee two-tiered driving range, and a 20,000 square foot clubhouse which
includes the Callaway Golf fitting center. Also located within the clubhouse are
two leased spaces. The first is occupied by an affiliated retail store. The
second was the Bistro 10 Restaurant until May 31, 2005, when the tenant ceased
operations. As discussed below the Company is currently seeking other business
opportunities.

RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2005 AS COMPARED TO THE
THREE MONTHS ENDED JUNE 30, 2004.

REVENUES. Revenues of the Callaway Golf Center ("CGC") for the three months
ended June 30, 2005, decreased $26,962 or 4.1% to $638,173 from $665,135
reported for the same period in 2004. This decrease was attributed to a
record-breaking cold and rainy spring season. The primary revenue decrease was
in greens fees, with a decrease of $39,698 or 15.6% to $215,505 from $255,203 in
the prior year. Tenant revenues decreased $3,254 or 6.4% to $47,507 from $50,761
due to the lease vacancy of the restaurant space. Driving range revenue remained
the same, while golf cart rental revenue, golf club rental revenue and golf
lesson revenue increased over the same period in the prior year. Golf lesson
revenue increased by $8,695 or 17.0% to $59,798 from $51,103. Golf cart rental
revenue increased $5,452 or 11.3% to $53,776 from $48,324. Golf club rental
revenue increased $4,804 or 19.0% to $30,043 from $25,240. The increase in these
revenues is attributed to an increase in the price of cart and club rentals.

COST OF REVENUES. Cost of revenues consists mainly of commissions paid to the
golf instructors, the payroll and benefits expenses of the CGC staff, and
operating supplies. Cost of revenues decreased by $26,883 or 16.0% to $141,181
from $168,064 for the same period of the prior year. Commissions paid to golf
instructors increased $8,571 or 29.1% to $37,995 from $29,424. Staff payroll
remained the same while operating supplies decreased $37,032 or 66.6% to $18,608
from $55,640 primarily due to the purchase of golf balls for the driving range.
There has not been a significant purchase in the current as smaller purchases
are made more frequently.

SELLING, GENERAL AND ADMINISTRATIVE. These expenses, consisting principally of
landscaping services, professional fees, land lease, utilities, insurance and
administrative payroll, decreased $33,153 or 5.0% to $522,483 from $555,636 for
the same period in the prior year. Of this net decrease, notable changes are a
reduction in miscellaneous expenses of $18,760, and a reduction of water costs
of of $9,611 or 16.1% to $50,098 from $59,709, which is a result of the
xeriscape project that was completed in 2004. The majority of the savings from
the project should be realized in the months of July, August and September.

OTHER INCOME AND EXPENSE. Other income and expense consists principally of
interest income and expense and non-operating income. For the three months there
was little or no change from prior year.


                                       9
<PAGE>

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2005 AS COMPARED TO THE SIX
MONTHS ENDED JUNE 30, 2004.

REVENUES. Revenues of the Callaway Golf Center ("CGC") for the six months ended
June 30, 2005, decreased $48,938 or 3.9% to $1,180,672 from $1,229,610 reported
for the same period in 2004. This decrease was mainly attributed to the second
quarter when the company experienced a record-breaking cold and rainy spring
season. The primary revenue decrease was in greens fees, with a decrease of
$70,578 or 14.7% to $407,811 from $478,389 in the prior year. Lease revenues
decreased $21,774 or 18.3% to $97,519 from $119,293 due to the lease
terminations in 2004 and 2005. Driving range revenues decreased by $11,088 or
2.6% to $417,151 from $428,239. Golf cart rental revenue, golf club rental
revenue and golf lesson revenue increased over the same period in the prior
year. Golf lesson revenue increased $53,617 or 104.9% to $104,720 from $51,103.
Golf cart rental revenue increased $4,900 or 5.6% to $93,118 from $88,218. Golf
club rental revenue increased $5,287 or 10.9% to $53,849 from $48,562. In the
prior year, a company leased a retail space from CGC and provided lesson
services to CGC guests. The termination of that lease arrangement and the
decision to add these lesson services to the internal operations was made in
March 2004. This is the reason for the significant increase in lesson revenue
over the prior year.

COST OF REVENUES. Cost of revenues consists mainly of commissions paid to the
golf instructors, the payroll and benefits expenses of ACG staff, and operating
supplies. Cost of revenues decreased by $6,618 or 2.6% to $252,092 from $258,710
for the same period of the prior year. Commissions paid to golf instructors
increased $39,921 or 135.6% to $69,345 from $29,424. As a result, of a lease
terminations cost of revenues increased. Staff payroll remained the same while
operating supplies decreased $47,670 or 63.4% to $27,492 from $75,162, primarily
due to the purchase of golf balls for the driving range. There has not been a
significant purchase in the current year as smaller purchases are made more
frequently.

SELLING, GENERAL AND ADMINISTRATIVE. These expenses, consisting principally of
landscaping services, professional fees, land lease, utilities, insurance and
administrative payroll, decreased $43,708 or 4.4% to $960,584 from $1,004,292
for the same period in the prior year. Of this net decrease, notable changes are
a reduction in miscellaneous expenses of $18,760, a reduction in administrative
payroll of $5,278 or 4.6% to $109,827 from $115,105, a reduction of electricity
expense of $10,175 or 20.2% to $40,298 from $50,473, and a reduction of
advertising costs of $15,514 or 30.9% to $34,772 from $50,286. Notable increases
occurred in repairs and maintenance of $10,702 or 353.9% to $13,725 from $3,023,
an increase in supplies of $4,391 or 142.4% to $7,475 from $3,084, and an
increase in depreciation expense of $1,020 or 3.2% to $32,208 from $31,188.

OTHER INCOME AND EXPENSE. Other income and expense consists principally of
interest income and expense and non-operating income. For the six months there
was little or no change from prior year

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2005, the Company had a working capital deficit of $893,900, as
compared to a working capital deficit of $871,980 at December 31, 2004. The CGC
has generated positive cash flow since 1998. However, this positive cash flow
has been used to fund corporate overhead that is in place in support of the CGC
and public company operations. There is no assurance that it will continue to
provide positive cash flow.

                                       10
<PAGE>

Management believes that the CGC operations and existing cash balances as of
June 30, 2005, may not be sufficient to fund operating cash needs and debt
service requirements over the next 12 months. In its report on the Company's
annual financial statements for 2004, the Company's auditors expressed
substantial doubt about the Company's ability to continue as a going concern.

The Southern Nevada Water Authority (SNWA) sponsors the Water Smart Landscapes
Program (Program), which is intended to reduce the future water usage. This
Program is available to all business owners and provides a monetary incentive
based on the square-footage of high water usage landscapes (primarily grass)
converted to water conserving "xeriscape". In 2004, CGC completed a two-phase
"xeriscape" conversion project (consisting of approximately 420,000 square feet)
and received incentives of approximately $272,000 from the SNWA. The cost to
complete the "xeriscape" conversion, which totaled approximately $148,000, was
substantially less than the incentive received from SNWA due to obtaining
favorable contract terms with the Company's existing landscape contractor. As a
result of the "xeriscape" conversion project, CGC expects an annual reduction in
operating expenses of approximately $50,000. As of June 30, 2005, the Company
was just beginning to experience cost reductions attributable to this program.
The majority of the savings will be evident during the summer months of July,
August and September.

Management continues to seek other sources of funding, which may include Company
officers or directors or other related parties. In addition, management
continues to analyze all operational and administrative costs of the Company and
has made and will continue to make the necessary cost reductions as appropriate.

Among its alternative courses of action, management of the Company may seek out
and pursue a business combination transaction with an existing private business
enterprise that might have a desire to take advantage of the Company's status as
a public corporation. At this time, management does not intend to target any
particular industry but, rather, intends to judge any opportunity on its
individual merits. Any such transaction would likely have a dilutive effect on
the interests of the Company's stockholders that would, in turn, reduce each
shareholders proportionate ownership and voting power in the Company. There is
no assurance that the Company will acquire a favorable business opportunity
through a business combination. In addition, even if the Company becomes
involved in such a business opportunity, there is no assurance that it would
generate revenues or profits, or that the market price of the Company's common
stock would be increased thereby.

The Company has no commitments to enter into or acquire a specific business
opportunity and, therefore, is able to disclose the risks of a business or
opportunity that it may enter into only in a general manner, and unable to
disclose the risks of any specific business or opportunity that it may enter
into. An investor can expect a potential business opportunity to be quite risky.
Any business opportunity acquired may be currently unprofitable or present other
negative factors.

Working capital needs have been helped by favorable payment terms and conditions
included in our notes payable to an Affiliate. Management believes that
additional notes could be negotiated, if necessary, with similar payment terms
and conditions.

                                       11
<PAGE>

Interest payable to related entities was $2,010,756 as of June 30, 2005. This
interest is payable as follows:


                       June 30,
                       2006                     $250,190
                       2007                      190,651
                       2008                       75,288
                       2009                    1,425,612
                       2010                         -0-
                       Thereafter                 69,015

Management continues to seek out financing to help fund working capital needs of
the Company. In this regard, management believes that additional borrowings
against the CGC could be arranged although there can be no assurance that the
Company would be successful in securing such financing or with terms acceptable
to the Company.

SPECIAL CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS

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

ITEM 3.  CONTROLS AND PROCEDURES

As of June 30, 2005, under the supervision and with the participation of the
Company's Chief Executive Officer and Principal Financial Officer, management
has evaluated the effectiveness of the design and operations of the Company's
disclosure controls and procedures. Based on that evaluation, the Chief
Executive Officer and Principal Financial Officer concluded that the Company's
disclosure controls and procedures were effective as of June 30, 2005. There
have been 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.



                                       12
<PAGE>

                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

The Company has a lawsuit against Western Technologies and was awarded a
judgment against Western Technologies of $660,000 in March 2003. Western
Technologies has appealed the judgment, and it is currently pending before the
Nevada Supreme Court. The Court is expected to hear oral arguments in the case
by the end of 2005. Western Technologies was required to and did file a bond in
the amount of the judgment to date, which is approximately $1,180,000 (including
the judgment, interest, and attorneys fees).

On May 31, 2005, Sierra SportService, Inc. which operated the restaurant in the
CGC ceased operations. The operator filed a notice of default against the CGC
and commenced legal proceedings against two of the guarantors of the agreement
with the operator claiming that the terms of the agreement were breached. The
guarantors have in turn demanded indemnification from the CGC and the Company's
President. The CGC may be required to indemnify the related parties and/or the
guarantors in this matter. The legal proceedings are currently in settlement
negotiations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.  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

         31  Certification of Chief                Filed herewith electronically
             Executive Officer and Principal
             Financial Officer Pursuant
             to Section 302 of the
             Sarbanes-Oxley Act of 2002

         32  Certification of Chief                Filed herewith electronically
             Executive Officer and Principal
             Financial Officer Pursuant
             to Section 18 U.S.C. Section 1350



                                       13
<PAGE>


                                  SIGNATURES

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

                                  ALL-AMERICAN SPORTPARK, INC.



Date: August 12, 2005
                                  By: /s/Ronald Boreta
                                      Ronald Boreta, President and
                                      Chief Executive Officer (Principal
                                      Executive Officer) and Treasurer
                                      (Principal Financial and Accounting
                                      Officer)
















                                       14