AASP Global Acquisitions Corporation (PK)

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

FORM 10-QSB
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, 2007

Commission File Number: 0-24970

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

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 [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of June 30, 2007 3,502,000 shares of common stock were outstanding.

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

EXPLANATORY NOTE: On March 10, 2008, the President and Principal Financial and Accounting Officer of All-American SportPark, Inc. (the "Company") concluded that the previously issued financial statements contained in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2006, and its Quarterly Reports on Form 10-QSB for the quarters ended March 31, 2007, June 30, 2007 and September 30, 2007 should not be relied upon because of the accounting errors contained therein. In particular the Company has determined that it has not correctly account for its land lease in accordance with Statement of Financial Accounting Standards No. 13 - Accounting for Leases ("SFAS 13"). SFAS 13 provides that operating leases with fixed rent escalations should be recognized on a straight-line basis over the lease term. This amended Form 10-QSB is filed to make changes needed to restate the financial information as a result of the previous error.

ALL-AMERICAN SPORTPARK, INC.
FORM 10-QSB
INDEX

 Page Number
PART I: FINANCIAL INFORMATION

Item 1. Condensed Consolidated Financial Statements:

 Condensed Consolidated Balance Sheets
 June 30, 2007 (unaudited) and December 31, 2006....... 3

 Condensed Consolidated Statements of Operations
 Three Months Ended June 30, 2007 and 2006 (unaudited). 4

 Condensed Consolidated Statements of Operations
 Six Months Ended June 30, 2007 and 2006 (unaudited)... 5

 Condensed Consolidated Statements of Cash Flows
 Six Months Ended June 30, 2007 and 2006 (unaudited)... 6

 Notes to Condensed Consolidated Financial Statements
 (unaudited) .......................................... 7

Item 2. Management's Discussion and Analysis or
 Plan of Operation .................................... 15

Item 3. Controls and Procedures .............................. 19

PART II: OTHER INFORMATION

Item 1. Legal Proceedings .................................... 19

Item 2. Changes in Securities ................................ 20

Item 3. Defaults Upon Senior Securities ...................... 20

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

Item 5. Other Information .................................... 20

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

SIGNATURES ..................................................... 21

ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2007 AND DECEMBER 31, 2006

ASSETS

 2007 2006
 (restated) (restated)
 ----------- -----------
 (Unaudited)
Current assets:
 Cash $ 1,900 $ 44,914
 Accounts receivable 1,337 5,446
 Prepaid expenses and other 20,234 4,345
 ----------- -----------
 Total current assets 23,471 54,705

Leasehold improvements and equipment, net 922,901 937,501
 ----------- -----------
 Total assets $ 946,372 992,206
 =========== ===========

LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY

Current liabilities:
 Current portion of notes payable to
 related entities $ 2,066,156 $ 1,966,156
 Current portion of other long-term debt 92,108 87,866
 Interest payable to related entities 686,509 594,486
 Accounts payable and accrued expenses 231,287 280,940
 ----------- -----------
 Total current liabilities 3,076,060 2,929,448

Notes payable to related entities, net of
 current portion 3,359,220 3,361,963
Interest payable to related entities 2,058,973 1,902,300
Due to related entities 993,195 944,391
Long-term debt, net of current portion 24,418 71,558
Deferred Income 1,667 6,667
Deferred rent liability 668,747 644,659
 ----------- -----------
 Total liabilities 10,182,280 9,860,986
 ----------- -----------
Minority interest in subsidiary - -
 ----------- -----------
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, 3,502,000 shares
 issued and outstanding at June 30, 2007,
 and December 31, 2006, respectively 3,502 3,502
 Additional paid-in capital 13,327,173 13,327,173
 Accumulated deficit (22,566,583) (22,199,455)
 ----------- -----------
 Total shareholders' equity deficiency (9,235,908) (8,868,780)
 ----------- -----------
Total liabilities and shareholders'
 equity deficiency $ 946,372 $ 992,206
 =========== ===========

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

ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2007 AND 2006
(UNAUDITED)

 2007 2006
 (restated) (restated)
 ----------- -----------

Revenues $ 673,317 $ 654,450
Cost of revenues, excluding depreciation 190,896 162,850
 ----------- -----------

 Gross profit 482,421 491,600
 ----------- -----------

Operating expenses:

 Selling, general and administrative 517,918 583,339
 Depreciation and amortization 20,483 18,379
 ----------- -----------
 Total operating expenses 538,401 601,718
 ----------- -----------

Operating loss (55,980) (110,118)

Other income (expense):
 Interest expense (134,978) (124,696)
 Other income 129 -
 ----------- -----------
 Loss before minority
 interest (190,829) (234,814)

Minority interest - -
 ----------- ------------
Net loss $ (190,829) $ (234,814)
 =========== ============
NET LOSS PER SHARE:
 Basic and diluted net loss
 per share $ (0.05) $ (0.07)
 =========== ===========

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

ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006
(UNAUDITED)

 2007 2006
 (restated) (restated)
 ----------- -----------

Revenues $ 1,220,226 $ 1,200,855
Cost of revenues, excluding depreciation 323,603 307,192
 ----------- -----------
 Gross profit 896,623 893,663
 ----------- -----------

Operating expenses:

 Selling, general and administrative 954,899 1,052,356
 Depreciation and amortization 40,909 36,957
 ----------- -----------
 Total operating expenses 995,808 1,089,313
 ----------- -----------

Operating loss (99,185) (195,560)

Other income (expense):
 Interest expense (268,203) (250,317)
 Other expense 260 -
 ----------- -----------
 Loss before minority
 interest (367,128) (445,877)

Minority interest - -
 ----------- -----------
Net loss $ (367,128) $ (445,877)
 =========== ============

NET LOSS PER SHARE:
 Basic and diluted net loss
 per share $ (0.10) $ (0.13)
 =========== ===========

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

ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2007 AND 2006
(UNAUDITED)

 2007 2006
 (restated) (restated)
 ----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
 Net loss $ (367,128) $ (445,877)
 Adjustment to reconcile net loss
 to net cash used in operating
 activities:
 Decrease in minority interest - -
 Depreciation and amortization 40,909 36,957
 Changes in operating assets and liabilities:
 Decrease in accounts receivable 4,109 2,282
 (Increase) decrease prepaid expenses
 and other (15,889) 17,534
 (Decrease)increase in accounts payable
 and accrued expenses (49,653) 64,880
 Increase in interest payable to
 related entities 248,696 239,337
 (Decrease) in deferred expense (5,000) -
 Increase in deferred rent liability 24,088 24,088
 ----------- ----------
 Net cash used in operating
 activities (119,868) (60,891)
 ----------- ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Capital asset expenditures (26,309) -
 ----------- ----------
 Net cash used in
 investing activities (26,309) -
 ----------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Proceeds from notes payable to
 related entities 100,000 -
 Principal payments on notes payable
 to related entities (2,743) (9,444)
 Principal payments on other notes payable (42,898) (39,037)
 Increase in due to related entities 48,804 129,890
 ----------- ----------
 Net cash provided by financing
 activities 103,163 81,409
 ----------- ----------
NET (DECREASE) INCREASE IN CASH (43,014) 20,518

CASH, beginning of period 44,914 14,164
 ----------- -----------
CASH, end of period $ 1,900 $ 34,682
 =========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
 Cash paid for interest $ 7,102 $ 10,963
 =========== ===========
 Cash paid for taxes $ - $ -
 =========== ===========

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

ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

1. CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited condensed 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 condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission relating to interim financial statements. Accordingly, certain information and footnote disclosures normally included in 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, 2007 and for all prior periods presented.

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

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, 2006, from which the December 31, 2006, audited balance sheet information was derived.

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 3,502,000 and 3,400,000 for the three-month and six-month periods ended June 30, 2007 and 2006 respectively.

3. LEASES

The land underlying the Callaway Golf Center is leased by AAGC. The original lease expires in 2012 and the Company has exercised one of two five year renewal options extending the lease through 2017. Also, the lease has a provision for contingent rent to be paid by AAGC upon reaching certain levels of gross revenues. The CGC did not reach the gross revenues that would require the payment of contingent rent as of June 30, 2007. The lease has a corporate guarantee by AASP.

4. 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) three golf retail stores, two are

named Saint Andrews Golf Shop ("SAGS")and one is a Las Vegas Golf and Tennis, owned by the Company's President and his brother. 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 $81,534 and $22,404 for the six-months ended June 30, 2007 and 2006, respectively. During the first six months ending June 30, 2007 three notes totaling $100,000 were issued by the District store and each note has a maturity date of one year and accrues interest at 10 percent per annum. Related party interest expense was $131,681 and $119,453 for the three months period and $261,101 and $239,353 for the six month period ending June 30, 2007 and 2006 respectively.

5. 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, 2007, the Company had a working capital deficit of $3,052,589 and a shareholders' equity deficiency of $9,235,908. CGC has generated positive cash flow before corporate overhead that is in place to support of the CGC and public company operations and interest expense. There is no assurance that the positive cash flow will continue.

Management believes that its operations, and existing cash balances as of June 30, 2007 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 an existing 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 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.

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.

6. CORRECTION OF AN ERROR - PRIOR PERIOD ADJUSTMENTS

On March 10, 2008, the President and Principal Financial and Accounting Officer of All-American SportPark, Inc. (the "Company") concluded that the previously issued financial statements contained in the Company's Annual Report on Form 10-KSB for the year ended December 31, 2006, and its Quarterly

Reports on Form 10-QSB for the quarters ended March 31, 2007; June 30, 2007 and September 30, 2007 should not be relied upon because of the accounting errors contained therein. In particular the Company has determined that it has not correctly account for its land lease in accordance with Statement of Financial Accounting Standards No. 13 - Accounting for Leases ("SFAS 13"). SFAS 13 provides that operating leases with fixed rent escalations should be recognized on a straight-line basis over the lease term.

The following table provides additional details regarding the changes to the income statement for the three months ended June 30, 2007:

 As restated As previously Change
 reported
 ------------ ------------ ----------

Revenues $ 673,317 $ 673,317 $ -
Cost of revenues 190,896 190,896 -
 ------------ ------------ ----------
 482,421 482,421 -
 ------------ ------------ ----------

Operating expenses:
 Selling, general & administrative 517,918 505,874 12,044
 Depreciation and amortization 20,483 20,483 -
 ------------ ------------ ----------
 538,401 526,357 12,044
 ------------ ------------ ----------

Operating loss (55,980) (43,936) 12,044

Interest expense, net (134,978) (134,978) -
Other income 129 129 -
 ------------ ------------ ----------
 Income (loss) before
 Minority interest (190,829) (178,785) 12,044

Minority interest (income) loss
 of subsidiary - - -
 ------------ ------------ ----------
Net income (loss) $ (190,829) $ (178,785) $ 12,044
 ============ =========== ==========

NET INCOME (LOSS) PER SHARE:
 Basic and diluted net income
 (loss) per share $ (0.05) $ (0.05) $ (0.00)
 ============ =========== ==========

The following table provides additional details regarding the changes to the income statement for the six months ended June 30, 2007:

 As restated As previously Change
 reported
 ------------ ------------ ----------

Revenues $ 1,220,226 $ 1,220,226 $ -
Cost of revenues 323,603 323,603 -
 ------------ ------------ ----------
 896,623 896,623 -
 ------------ ------------ ----------

Operating expenses:
 Selling, general & administrative 954,899 930,811 24,088
 Depreciation and amortization 40,909 40,909 -
 ------------ ------------ ----------
 995,808 971,720 24,088
 ------------ ------------ ----------

Operating loss (99,185) (75,097) 24,088

Interest expense, net (268,203) (268,203) -
Other income 260 260 -
 ------------ ------------ ----------
 Income (loss) before
 Minority interest (367,128) (343,040) 24,088

Minority interest (income) loss
 of subsidiary - - -
 ------------ ------------ ----------
Net income (loss) $ (367,128) $ (343,040) $ 24,088
 ============ ============ ==========

NET INCOME (LOSS) PER SHARE:
 Basic and diluted net income
 (loss) per share $ (0.10) $ (0.10) $ -
 ============ ============ ===========

The following table provides details regarding the changes to the balance sheet as of June 30, 2007:

 As restated As previously Change
 reported
 ------------ ------------ ----------
ASSETS

Current assets:
 Cash $ 1,900 $ 1,900 $ -
 Accounts receivable 1,337 1,337 -
 Prepaid expenses and other 20,234 20,234 -
 ------------ ------------ ----------
 23,471 23,471 -

Leasehold improvements and
 equipment, net of accumulated
 depreciation 922,901 922,901 -
Other assets - - -
 ------------ ------------ ----------
 $ 946,372 $ 946,372 -
 ============ ============ ==========

LIABILITY AND SHAREHOLDERS' EQUITY DEFICIENCY

Current liabilities
 Current portion of notes
 payable to related parties $ 2,066,156 $ 2,066,156 -
 Current portion of other
 long-term debt 92,108 92,108 -
 Interest payable to related
 parties 686,509 686,509 -
 Accounts payable and
 accrued expenses 231,287 231,287 -
 ------------ ------------ ----------
 3,076,060 3,076,060 -

Notes payable to related parties,
 net of current portion 3,359,220 3,359,220 -
Other long-term debt, net of
 current portion 24,418 24,418 -
Interest payable to related parties 2,058,973 2,058,973 -
Due to related parties 993,195 993,195 -
Deferred income 1,667 1,667 -
Deferred rent liability 668,747 - (668,747)
 ------------ ------------ ----------
 10,182,280 9,513,533 (668,747)
 ------------ ------------ ----------
Minority interest in subsidiary - - -
 ------------ ------------ ----------

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, 2007
 and December 31,2006,respectively 3,502 3,502 -
Additional paid-in capital 13,327,173 13,327,173 -
Accumulated deficit (22,566,583) (21,897,836) (668,747)
 ------------ ------------ ----------
 (9,235,908) (8,567,161) (668,747)
 ------------ ------------ ----------
 $ 946,372 $ 946,372 -
 ============ ============ ==========

The following table provides additional details regarding the changes to the income statement for the three months ended June 30, 2006:

 As restated As previously Change
 reported
 ------------ ------------ ----------

Revenues $ 654,450 $ 654,450 $ -
Cost of revenues 162,850 162,850 -
 ------------ ------------ ----------
 491,600 491,600 -
 ------------ ------------ ----------

Operating expenses:
 Selling, general & administrative 583,339 571,295 12,044
 Depreciation and amortization 18,379 18,379 -
 ------------ ------------ ----------
 601,718 589,674 12,044
 ------------ ------------ ----------

Operating loss (110,118) (98,074) 12,044

Interest expense, net (124,696) (124,696) -
Other income - - -
 ------------ ------------ ----------
 Income (loss) before
 Minority interest (234,814) (222,770) 12,044

Minority interest (income) loss
 of subsidiary - 31,080 31,080
 ------------ ------------ ----------
Net income (loss) $ (234,814) $ (191,690) $ 43,124
 ============ ============ ==========

NET INCOME (LOSS) PER SHARE:
 Basic and diluted net income
 (loss) per share $ (0.07) $ (0.06) $ (0.01)
 ============ ============ ==========

The following table provides additional details regarding the changes to the income statement six months ended June 30, 2006:

 As restated As previously Change
 reported
 ------------ ------------ ----------

Revenues $ 1,200,855 $ 1,200,855 $ -
Cost of revenues 307,192 307,192 -
 ------------ ------------ ----------
 893,663 893,663 -
 ------------ ------------ ----------
Operating expenses:
 Selling, general & administrative 1,052,356 1,028,268 24,088
 Depreciation and amortization 36,957 36,957 -
 ------------ ------------ ----------
 1,089,313 1,065,225 24,088
 ------------ ------------ ----------

Operating loss (195,650) (171,562) 24,088

Interest expense, net (250,317) (250,317) -
Other income - - -
 ------------ ------------ ----------
 Income (loss) before
 Minority interest (445,967) (421,879) 24,088

Minority interest (income) loss
 of subsidiary - 59,723 59,723
 ------------ ------------ ----------
Net income (loss) $ (445,967) $ (362,156) $ 83,811
 ============ ============ ==========
NET INCOME (LOSS) PER SHARE:
 Basic and diluted net income
 (loss) per share $ (0.13) $ (0.05) $ (0.07)
 ============ ============ ==========

The following table provides details regarding the changes to the balance sheet as of December 31, 2006:

 As restated As previously Change
 reported
 ------------ ------------ ----------
ASSETS

Current assets:
 Cash $ 44,914 $ 44,914 $ -
 Accounts receivable 5,446 5,446 -
 Prepaid expenses and other 4,345 4,345 -
 ------------ ------------ ----------
 54,705 54,705 -
Leasehold improvements and
 equipment, net of accumulated
 depreciation 937,501 937,501 -
 ------------ ------------ ----------
 $ 992,206 $ 992,206 $ -
 ============ ============ ==========

LIABILITY AND SHAREHOLDERS' EQUITY DEFICIENCY

Current liabilities
 Current portion of notes
 payable to related parties $ 1,966,156 $ 1,966,156 $ -
 Current portion of other
 long-term debt 87,866 87,866 -
 Interest payable to related
 parties 594,486 594,486 -
 Accounts payable and
 accrued expenses 280,940 280,940 -
 ------------ ------------ ----------
 2,929,448 2,929,448 -

Notes payable to related parties,
 net of current portion 3,361,963 3,361,963 -
Other long-term debt, net of
 current portion 71,558 71,558 -
Interest payable to related parties 1,902,300 1,902,300 -
Due to related parties 944,391 944,391 -
Deferred income 6,667 6,667 -
Deferred rent liability 644,659 - 644,659
 ------------ ------------ ----------
 9,860,986 9,216,327 644,659
 ------------ ------------ ----------

Minority interest in subsidiary - - -
 ------------ ------------ ----------

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 December 31, 2004 3,502 3,502 -
Additional paid-in capital 13,327,173 13,327,173 -
Accumulated deficit (22,199,455) (21,554,796) (644,659)
 ------------ ------------ ----------
 (8,868,780) (8,224,121) (644,659)
 ------------ ------------ ----------
 $ 992,206 $ 992,206 $ -
 ============ ============ ==========

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 management and operation of 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 sub-leased spaces. The first is occupied by the Saint Andrews Golf Shop retail store. The other space was for a restaurant and bar that was unoccupied as of the beginning of 2006. A lease was signed with a new tenant on January 25, 2006 and the restaurant re- opened in February 2006. The lease was for an initial one-year period. The Company and the tenant agreed to extend the lease for an additional one-year term through 2008.

RESULTS OF OPERATIONS - THREE MONTHS ENDED JUNE 30, 2007 AS COMPARED TO THE THREE MONTHS ENDED JUNE 30, 2006.

REVENUES. Revenues of the Callaway Golf Center ("CGC") for the three months ended June 30, 2007 increased $18,867 or 2.6% to $673,317 from $654,450 reported for the three months ended June 30, 2006. The increase in revenues is attributed to an increase in golf course green fees, driving range revenues and golf cart rentals offset by a decrease in golf lesson fees. Golf course green fees increased by $18,901 to $211,837 in 2007 from $192,936 in 2006 due to a change in the summer rates. Effective June 1, 2007, summer rates were increased by 22% for locals and 33.3% for tourists which resulted in an additional $12,737 in green fees in the month of June 2007 compared to June 2006. In addition, summer rates were not offered on weekends as it had in the prior year. Golf cart rentals increased by $8,808 from $69,703 to $60,895 for the three months ending June 30, 2007 compared to the same period in 2006. This is the result of the increased rental rates that were charged during the quarter. Driving range revenues increased by $7,838 to $232,562 in 2007 from $224,724 in 2006. This increase is due to implementation of new E-range system on the driving range that occurred at the beginning of June 2007. This system replaced tokens and with electronic PIN numbers printed on each customer receipt. The new system prevents counterfeit tokens from being placed in the ball dispensers which resulted in a $15,113 or 24.7% increase in June's range revenues compared to the same month in the prior year and also help offset a slow month of May 2007. There was a decrease in golf lesson fees of $16,910 to $63,640 in 2007 compared to $80,550 in 2006 due to turnover in golf pro staff. Three golf pros moved to other courses at the start of the second quarter and were not replaced until the start of the third quarter 2007. Golf club rentals were consistent at $32,884 for the three months ended in June 30, 2007 compared to $30,369 for the three months ended in June 2006.

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 increased by $28,046 or 17.2% to $190,896 from $162,850 for the same period in the prior year. Commissions paid to golf instructors decreased by $4,295 from $47,594 in 2007 to $51,889 in 2006 due directly to reduced golf lesson fees incurred in the third quarter. In April 2007 a purchase of $26,419 of new range balls for the course increased golf operating supplies by $25,285 to $37,278 in 2007 from

$11,993 in 2006. The payroll and payroll taxes for park services increased by $9,285 to $29,509 in 2007 from $20,225 in 2006 compared to last year due to the addition of rangers during the weekdays and part-time maintenance personnel to help service the golf carts at the beginning of the year.

SELLING, GENERAL AND ADMINISTRATIVE. These expenses consist principally of landscaping services and professional fees, ground lease, utilities, insurance and administrative payroll. These expenses increased $65,421 or 11.2% to $517,918 from $583,339 for the three months ending June 30, 2007 and 2006 respectively. Audit and tax expense decreased by $41,417 to $14,000 from $55,417 in the prior year. The decrease in expenses was due to the fact that the Company had to respond to several SEC comment letters and also had to change the Company's registered public accounting firm in the prior year. As noted earlier in the related party footnote, the Company annually reviews the amount of personnel time spent on providing accounting and administrative services to other related entities. There was a large change in allocated salaries due primarily to the addition of a store owned by the Company's President and his brother (the "District Store") that opened in May 2006. This revised salary allocation caused administrative salaries, payroll taxes and benefits to decrease by a net $20,488 to $45,648 in 2007 from $66,136 in 2006. This was partially offset by an increase in payroll for an office assistant hired in the second quarter of 2007 and higher salary for a new accountant.

OTHER INCOME AND EXPENSE. Other income and expense consists principally of interest expense and non-operating income. For the three months ended June 30, 2007 there was an increased in interest expense of $10,282 due to additional borrowings from affiliated stores to fund operations.

NET LOSS. The net loss before minority interest for the three months ending June 30, 2007 is a net loss of $(190,829) compared to a loss of $(234,814) in the prior year. The difference of $43,985 is due to a lower gross profit and a decrease in audit fees and net payroll offset by an increase in interest expense.

RESULTS OF OPERATIONS - SIX MONTHS ENDED JUNE 30, 2007 AS COMPARED TO THE SIX MONTHS ENDED JUNE 30, 2006.

REVENUES. Revenues of the Callaway Golf Center ("CGC") for the six months ended June 30, 2007 increased by $19,371 or 1.6% to $1,220,226 from $1,200,855 reported for the same period in 2006. This increase in revenues is due to golf course green fees, driving range fees, golf cart rentals and restaurant lease income offset by golf lesson fees. The golf lesson fees increased by $9,833 to $381,029 in 2007 compared to $371,196 in 2006 because of the improved course condition that allowed summer rates to be raised by 22% for locals and 33.3% for tourists in June 2007 and also allowed no discounts to be on weekends and help offset the lowered revenues from the first quarter that resulted from bad weather. Driving range revenues increased due to the purchase and implementation of the new E-Range system by $7,315 to $424,101 in 2007 from $416,786 in 2006. Prior to the purchase revenues were flat for the first five months of 2007. The improved safeguard against counterfeit tokens and ease of use will continue to increase revenues in the following periods. Golf cart rentals also increased by $12,028 or 11.5% to $116,333 from $104,305 for six months ended 2007 and 2006. This was due in an increase in rental rates of 12.5%. Restaurant lease income increased by $8,800 in 2007 to $24,800 in 2007 from $16,000 in 2006 due to new tenant did not occupy the restaurant until end of the first quarter of

2006 and 4% increase in the base rent after the initial one year term of the lease. Golf lesson fees decreased by $13,385 to $114,160 in 2007 from $127,525 in 2006 as a result of the turnover in the golf pro staff that occurred in the second quarter.

COST OF REVENUES. Cost of revenues consists mainly of commissions paid to the golf instructors, the payroll and benefits expenses of CGC staff, cost of merchandise sold and operating supplies. Cost of revenues increased by $16,411 or 5.3% to $323,603 from $307,192 for the same period of the prior year. The payroll and payroll taxes for park services increased by $17,001 to $58,677 in 2007 from $41,676 in 2006 due to additional golf course rangers added in the first quarter of the year to help control traffic on the course and a part-time maintenance personnel to help service the golf carts. Golf operating supplies for the range increased by $7,483 to $38,051 in 2007 from $30,568 in 2006 due to purchase of additional range matts and miscellaneous supplies. Wages for caddies decreased by $8,220 to $28,057 in 2007 compared to $36,277 in 2006 due to inclement weather in the first quarter of 2007 resulted in less caddies being scheduled to work at the CGC.

SELLING, GENERAL AND ADMINISTRATIVE. These expenses consist principally of landscaping services and professional fees, ground lease, utilities, insurance and administrative payroll. These expenses decreased by $97,457 to $954,811 from $1,028,1,052,356 by $42,917 to $19,000 from $61,917 in the prior year. The decrease in expenses was due to the Company had to respond to several SEC comment letters and also changed their public accounting firm in the prior year which resulted in billings from two separate auditing firms. The decreased expenses were related to responding to SEC comment letters and a change of Company's registered public accounting firm that occurred in April 2006. As noted earlier in the three month ended 2007, there was a change in the annual allocation of administrative/accounting payroll and benefits. This revised salary allocation caused administrative salaries, payroll taxes and benefits to decrease by a net $49,720 to $86,974 in 2007 from $136,694 in 2006. Legal expenses decreased by a $11,353 from $44,162 in 2007, to $55,515 in 2006, due to a payment to the arbitrators on the Urban Land Litigation in 2006. There was an increase of $6,538 in HVAC repairs and maintenance to $10,090 in 2007 from $3,552 in 2006 for the air conditioned unit over the restaurant.

OTHER INCOME AND EXPENSE. Other income and expense consists principally of interest expense and non-operating income. Interest expense increased $17,886 to $268,203 in 2007 compared to $250,317 in 2006 due to an increase in borrowing from affiliated stores.

NET LOSS. The net loss before minority interest for the six months ending June 30, 2007 is $367,128 compared to a loss of $445,877 in the prior year. The difference of $78,839 is due to lower gross profit and selling and general administrative expenses offset by an increase in interest expense.

LIQUIDITY AND CAPITAL RESOURCES

As of June 30, 2007, the Company had a working capital deficit of $3,052,589, as compared to a working capital deficit of $2,874,743 at December 31, 2006. The CGC has generated positive cash flow before corporate overhead. There is no assurance that it will continue to provide positive cash flow.

Management believes that the CGC operations and existing cash balances as of June 30, 2007, 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 2006, the Company's auditors expressed substantial doubt about the Company's ability to continue as a going concern.

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 deferring payments of interest and notes payable balances due to an Affiliate. Management believes that additional deferrals or such payments can be negotiated, if necessary. 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, 2007, 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, 2007. There have been no changes in internal control over financial reporting that occurred during the second 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.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company is plaintiff in a lawsuit against Western Technologies and was awarded a judgment of $660,000 in March 2003. Western Technologies appealed the judgment to the Nevada Supreme Court (the "Court"). 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 attorney's fees. In October 2006, the Court ruled in favor of the defendant and remanded the case to the district court for further action. A settlement hearing has been scheduled in the district court for August 2007.

In December 2005, the Company commenced an arbitration proceeding before the American Arbitration Association against Urban Land of Nevada ("Urban Land") seeking reimbursement of the $800,000 paid in settlement of the Sierra SportService matter plus fees and costs pursuant to the terms of the Company's agreements with Urban Land which owns the property on which the CGC is located. Urban Land filed a counterclaim against the Company seeking to recover damages related to back rent allegedly owed by Company of approximately $600,000. In addition, Urban Land claims the Company misused an alleged $880,000 settlement related to construction defects lawsuits. An arbitrator has been appointed by the American Arbitration Association and arbitration is scheduled for October 2007.

Urban land has also filed another lawsuit against the Company and claims against other parties in the arbitration proceeding. The claims against the Company remain essentially identical to the claims above. The other parties include, among others, Ronald S. Boreta, the President of the Company; Vaso Boreta, Chairman of the Board of the Company; and Boreta Enterprise, Ltd., a principal shareholder of the Company. The other party claims allege that the Company and others defrauded otherwise injured Urban Land in connection with Urban Land entering into certain agreements in which the Company is a party. The Company has filed a motion to dismiss against the plaintiff's claims in this lawsuit but the Court provided the plaintiff with a limited amount of discovery. The discovery process has begun and depositions are expected to continue until October 2007.

On February 10, 2006, Urban Land filed a notice of default on the CGC ground lease claiming that certain repairs to the property had not been performed or documented. The Company filed a lawsuit to prevent Urban land from declaring the Company in default of its lease. These claims in the notice of default have been added in the above arbitration proceeding.

The Company is involved in certain other litigation as both plaintiff and defendant related to its business activities. Management, based upon consultation with legal counsel, does not believe that the resolution of these and the forgoing matters will have a material adverse effect, if any, upon the Company. Accordingly, no provision has been made for any estimated losses in connection with such matters.

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

SIGNATURES

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

ALL-AMERICAN SPORTPARK, INC.

Date: April 14, 2008
 By: /s/ Ronald Boreta
 Ronald Boreta, President and
 Chief Executive Officer (Principal
 Executive Officer) and Treasurer
 (Principal Financial Officer)

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