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All-American Sportspark (AASP)

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Authorized, 4,522,123 and

4,522,123 Shares issued

83.54% Insider Owned

Float 615,608


OVERVIEW


Our 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, Saint Andrews Golf Shop exclusively carrying Callaway Golf product and Upper Deck Grill and Sports Lounge. CGC has been listed as the number one driving range in America by Golf Digest Magazine several times, as recently as August 2010.

The CGC has an ideal location at the end of the "Las Vegas strip" and near the international airport; however, much of the land immediately adjacent to the CGC has not yet been developed.

The Town Square Mall, which opened in November of 2007, has resulted in increased revenues for the Golf Center. The Town Square is a 1.5 million square foot super regional lifestyle center with a mix of retail, dining, and office space that is being developed across the street from the CGC. In addition, traffic from time-share condominium and new casinos at the far south end of the strip is expected to draw more local and tourist business to the CGC.
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 made directly by Callaway to the applicable contractors and vendors completing the work, were exactly equal to the costs and therefore, no value as been recorded for these improvements.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 golf related products are received.
The advertising contribution provided by the Customer Agreement helped us to differentiate ourselves in the marketplace. In addition, the $750,000 of operating cash has helped us improve our facility and improve our services while lowering our interest expenses. The combined contribution of approximately $1,250,000 for improvement of our facilities has given us a competitive advantage, primarily due to the lack of capital available for improvements among our competitors, giving us the benefit of a state-of-the art driving range, upgraded fitting bay technology, graphics, and marketing improvements such as exterior signage.

As part of the Customer Agreement, Callaway provides up to 15,000 dozen driving range balls to the facility on a yearly basis as well as all employee uniforms. Prior to this agreement, we were paying approximately $40,000 a year to supply the driving range with quality golf balls to enhance the driving range experience. This provides significant operational cost savings each year to the Callaway Golf Center.

Read more: http://www.faqs.org/sec-filings/120323/ALL-AMERICAN-SPORTPARK-INC_10-K/#ixzz2P4Zp5fqn

What are the chances AASP and SPEA have identical players?

Check outthe similarities below

Sports Entertainment Enterprises, Inc. SPEA did a Reverse merger with
CKXE, Elvis Presley and American Idol merged into CKX, Inc.


12/15/2004 - SPEA traded at $0.10

12/16/2004 - pre-market, SPEA announces that they entered a definitive agreement to acquire a majority interest in the assets comprising the estate of Elvis Presley.

Stock opens at $0.37, trades as high as $7.50, closes at $6.41

12/17/2004 - stock opens at $6.44, trades as high as $11.20, closes at $9.10 on volume of 1,705,667.

02/17/2005 - traded as high as $23.40, volume of 158,400.

03/01/2005 - symbol changed to CKXE, listed on NASDAQ.

03/17/2005 - acquires "American Idol" TV show.

05/09/2005 - traded at high of $30.65, volume 57,100.

07/13/2005 - CKXE added To Russell 1000(R) Index.

04/11/2006 - acquired 80% interest in the name, image, likeness and all other rights of publicity of Muhammad Ali.

========

(1) Includes 402,229 shares held directly and 248,255 shares which represents Ronald Boreta's share of the Common Stock held by Boreta Enterprises, Ltd.

(2) Includes 403,168 shares held directly and 108,704 shares, which represents John Boreta's share of the Common Stock held by Boreta Enterprises Ltd.

(3) Includes 28 shares held directly and 3,825 shares, which represents Vaso Boreta's share of the

Common stock, 50,000,000 shares
authorized, 4,522,123 and 4,522,123 shares issued
and outstanding as of September 30, 2012 and
December 31, 2011, respectively

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8503016

HISTORY


The Company's business began in 1974 when the Company's Chairman of the Board, Vaso Boreta opened a "Las Vegas Discount Golf and Tennis" retail store in Las Vegas, Nevada. This store subsequently began distributing catalogs and developing a mail order business for the sale of golf and tennis products. In 1984, the Company began to franchise the "Las Vegas Discount Golf & Tennis retail store concept and commenced the sale of franchises. As of February 26, 1997 when the franchise business was sold, the Company had 43 franchised stores in operation in 17 states and 2 foreign countries.

The Company was incorporated in Nevada on March 6, 1984, under the name "Sporting Life, Inc." The Company's name was changed to "St. Andrews Golf Corporation" on December 27, 1988, to "Saint Andrews Golf Corporation" on August 12, 1994, and finally to All-American SportPark, Inc. ("AASP") on December 14, 1998.

Sports Entertainment Enterprises, Inc. ("SPEN"), formerly known as Las Vegas Golf & Tennis, Inc. ("LVDG"), which had been a publicly traded company, acquired the Company in February 1988, from Vaso Boreta, who was the Company's sole shareholder. Vaso Boreta also served as SPEN's Chairman of the Board, President, and CEO until February 2005.

In December 1994, the Company completed an initial public offering of 1,000,000 Units, each Unit consisting of one share of Common Stock and one Class A Warrant. The net proceeds to the Company from this public offering were approximately $3,684,000. The Class A Warrants expired unexercised on March 15, 1999.

On July 12, 1996, the Company entered into a lease agreement covering approximately 65 acres of land in Las Vegas, Nevada, on which the Company developed its Callaway Golf Center and All-American SportPark, ("SportPark") properties. The property was located on the world famous Las Vegas "Strip" at the corner of Las Vegas Boulevard and Sunset Road which was just south of McCarran International Airport and the Mandalay Bay and MGM Resorts. The property was also adjacent to the Interstate 215 beltway that encircles the entire Las Vegas valley. On 42 acres of the property is the Callaway Golf Center that opened or business in October 1997. The remaining 23 acres was home to the discontinued SportPark that opened for business in October 1998 and was disposed of in May 2001. The lease for the Callaway Golf Center was for fifteen years with options to extend for two additional five-year terms. The lease for the Callaway Golf Center ™ commenced on October 1, 1997 when the golf center opened with a base rent of $33,173 per month.

During June 1997, the Company and Callaway Golf Company ("Callaway") formed All-American Golf LLC ("LLC"), a California limited liability company that was owned 80% by the Company and 20% by Callaway; the LLC owned and operated the Callaway Golf Center. In May 1998, the Company sold its 80% interest in LLC to Callaway. On December 31, 1998, the Company acquired substantially all the assets of LLC subject to certain liabilities that resulted in the Company owning 100% of the Callaway Golf Center.

On October 19, 1998, the Company sold 250,000 shares of the Series B Convertible Preferred Stock to SPEN for $2,500,000. SPEN had earlier issued 2,303,290 shares of its common stock for $2,500,000 in a private transaction to ASI Group, L.L.C. ("ASI"). ASI also received 347,975 stock options for SPEN common stock. ASI is a Nevada limited liability company whose members include Andre Agassi, a former professional tennis player.

REVENUES. Revenues of the Callaway Golf Center ("CGC") for 2011 increased by $162,017 to $2,121,541 compared to $1,959,524 in 2010. Golf course green fees held its own at $558,805 in 2011 compared to $558,660 in 2010. This is due to a new "Play All Day" promotion we instigated in 2011 that allows golfers to come in and play use our facility between 7 a.m. and 4 p.m. to golf and use the Driving Range as much as they want during that time period. Driving Range revenue increased for 2011 by $46,103 to $830,703 in 2011 compared to $784,601 in 2010. Although our rounds of golf are up this year, the driving range has continued to grow based on the value offered when using our driving range. Rentals for golf carts and golf clubs increased $37,880 in 2011 to $309,473, as compared to $271,593 in 2010. This increase is directly proportionate to our Play All Day promotion. Golf lesson revenues increased by $2,787 for 2011 to $95,680 compared to $92,893 for 2010. Our golf lessons have remained steady for 2011 due to an effort by our golf pros to increase visibility through advertising, including coupon deals through Groupon.com and organizing special events based around group lessons.



======
On December 31, 1998, a wholly owned subsidiary of All-American
SportPark, Inc. ("AASP"), which is a majority-owned subsidiary of Sports
Entertainment Enterprises, Inc. (the "Company") acquired substantially all of
the assets, subject to certain liabilities, of All-American Golf LLC (the
"LLC"). Until the time of the sale, the LLC owned, managed and operated the
"Callaway Golf Center", a premier golf facility adjacent to AASP's
All-American SportPark in Las Vegas, Nevada.

From 1997, when the LLC was formed, until May 1998, AASP held an 80%
interest in the LLC. On May 5, 1998 AASP sold its interest in the LLC to
Callaway Golf Company. The terms of that transaction are disclosed in the
Company's Report on Form 8-K dated May 5, 1998.

AASP purchased substantially all of the assets of the LLC pursuant to the
terms of an Asset Purchase Agreement between the LLC and a newly formed,
wholly-owned subsidiary of AASP. Under the terms of the Agreement, the
consideration paid by the subsidiary consisted of the delivery to the LLC of a
trade credit in the amount of $4,000,000 from Active Media Services, Inc. for
which AASP paid Active Media Services, Inc. $1,000,000 in the form of a
promissory note. The promissory note is payable in quarterly installments of
$25,000 over a period of ten years, without interest. The subsidiary also
assumed certain liabilities of the LLC.



 
SPEN owned 2,000,000 shares of the Company's common stock and 250,000 shares of the Company's Series B Convertible Preferred Stock. In the aggregate, this represented approximately two-thirds ownership in the Company. On April 5, 2002, SPEN elected to convert its Series B Convertible Preferred Stock into common Stock on a 1 for 1 basis. On May 8, 2002, SPEN completed a spin-off of the Company's shares held by SPEN to SPEN's shareholders. This resulted in SPEN no longer having any ownership interest in the Company.

On June 15, 2010, the Company entered into a Stock Transfer Agreement with Saint Andrews pursuant to which the Company transferred 49% of the outstanding common stock of All-American Golf Center, Inc. ("AAGC"), a subsidiary of the Company, to Saint Andrews Golf Shop, Ltd. ("Saint Andrews") in exchange for the cancellation of $600,000 of debt owed by the Company to Saint Andrews. The transfer of 49% of the common stock of AAGC was authorized by the Company's Board of Directors at which all of the Company's Directors voted in favor of the transfer, except that Ronald Boreta abstained from such vote. In connection with this transaction, the Company engaged Houlihan Valuation Advisors ("HVA") to provide an estimate of the fair market value of a 49% interest in AAGC. As a result of their analysis, HVA was of the opinion that the fair market value of a 49% interest in AAGC was approximately $600,000. The Board of Directors determined to use this value as the amount to be received from Saint Andrews for the 49% interest.

Saint Andrews is owned by Ronald Boreta and John Boreta, his brother. John Boreta is also a principal shareholder of the Company. The debt owed by the Company to Saint Andrews was from advances made in the past by Saint Andrews to provide the Company with working capital.

On June 19, 2009, AAGC entered into a Customer Agreement with Callaway Golf Company ("Callaway") and Saint Andrews pursuant to which Callaway has agreed to make certain cash payments and other consideration to AAGC and Saint Andrews in exchange for an exclusive marketing arrangement for the Callaway Golf Center operated by AAGC. Callaway is a major golf equipment manufacturer and supplier.

Saint Andrews, which subleases space at the Callaway Golf Center and operates a golf equipment store at the Callaway Golf Center, is owned by Ronald Boreta, the Company's President, and John Boreta, the brother of Ronald Boreta and a principal shareholder of the Company.

The Customer Agreement with Callaway provides that Callaway will provide Saint Andrews with a $250,000 annual advertising contribution in the form of golf related products. In addition, Saint Andrews will have an opportunity to earn additional credits upon reaching a sales threshold.

In connection with the signing of the Customer Agreement, AAGC received a one-time payment of $750,000 marked for operating expenses or other business expenses. AAGC also received a contribution of approximately $500,000 used for upgrading the driving range at the Callaway Golf Center. In addition, AAGC received $750,000 to remodel and improve the facilities at the Callaway Golf Center, which included the pro shop and retail area; upgraded fitting bay technology and graphics; and enhanced exterior signage. Callaway also is providing staff uniforms, range golf balls and rental golf equipment for AAGC's use at the Callaway Golf Center.

Both AAGC and Saint Andrews have agreed to exclusively sell only Callaway golf products at the Callaway Golf Center for the term of the Customer Agreement. The Customer Agreement will terminate on December 31, 2013 if Callaway gives notice during November 2013 and if no notice is given it will terminate on December 31, 2018.

====

As part of the Customer Agreement, Saint Andrews has agreed to reimburse AAGC for marketing expenses on an annual basis as agreed upon by the parties.

The original Las Vegas Golf and Tennis store closed to the public in May of 2010. The owner, Vaso Boreta has since retired.

BUSINESS OF THE COMPANY

In June 1997, the Company completed a final agreement with Callaway to form a limited liability company named All-American Golf, LLC (the "LLC") for the purpose of operating a golf facility, to be called the "Callaway Golf Center" ™ ("CGC"), on approximately forty-two (42) acres of land located on Las Vegas Boulevard in Las Vegas, Nevada. The CGC opened to the public on October 1, 1997.

The Company's operations consist of the CGC, located on 42 acres of leased land and strategically positioned within a few miles of the largest hotels and casinos in the world. Las Vegas has over 37,335,436 visitors each year with over 151,000 hotel rooms, in Las Vegas and according to the Las Vegas Convention and Visitors Authority, nineteen of the top twenty-five largest hotels in the world are within a few miles of the CGC including the MGM Grand, Mandalay Bay, Luxor, Bellagio, the Monte Carlo, and the new City Center. The CGC is also adjacent to McCarran International Airport, the 17th busiest airport in the world with 39,757,359 in passenger traffic during 2010 according to Las Vegas Convention and Visitors Authority. The Las Vegas valley residential population is approximately 1.8 million.

The CGC includes a two tiered, 110-station, driving range. The driving range is designed to have the appearance of an actual golf course with ten impact greens and island greens. Pro-line equipment and popular brand name golf balls are utilized through Callaway Golf. In addition to the driving range, the CGC has a lighted, nine-hole, par three golf courses, named the "Divine Nine." The golf course has been designed to be challenging, and has several water features including lakes, creeks, water rapids and waterfalls, golf cart paths and designated practice putting and chipping areas. At the entrance to the CGC is a 20,000 square foot clubhouse which includes an advanced state of the art golf swing analyzing system developed by Callaway, and two tenant operations: (a) the St. Andrews Golf Shop featuring the latest in Callaway Golf equipment and accessories, and (b) a restaurant, which features an outdoor patio overlooking the golf course and driving range with the Las Vegas "Strip" in the background.

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 the two 5-year options to extend in July 2012 and July 2017. For the years ended December 31, 2011 and 2010, the Company recognized rental income totaling $157,248 and $157,248 respectively.

In 1997, the LLC's original ownership was 80% by the Company and 20% by Callaway. Callaway agreed to contribute $750,000 of equity capital and loan the LLC $5,250,000. The Company contributed the value of expenses incurred relating to the design and construction of the golf center and cash in the combined amount of $3,000,000. Callaway's loan to the LLC had a ten-year term with interest at ten percent per annum. The principal was due in 60 equal monthly payments commencing five years after the CGC opened.

On May 5, 1998, the Company sold its 80% interest in the LLC to Callaway for $1.5 million in cash and the forgiveness of $3 million in debt, including accrued interest thereon, owed to Callaway by the Company. The Company retained the option to repurchase the 80% interest for a period of two years on essentially the same financial terms that it sold its interest. The sale of the Company's 80% interest in the LLC was completed in order to improve the Company's financial condition that, in turn, improved the Company's ability to complete the financing needed for the final construction stage of the SportPark.

====

On December 16, 2004 Sports Entertainment Enterprises, Inc. ("SPEA" or
the "Company") entered into a definitive agreement with two entities controlled
by Lisa Marie Presley, and RFX Acquisition LLC ("RFX Acquisition"), a company
formed and controlled by Robert F.X. Sillerman, which if consummated will result
in RFX Acquisition acquiring a controlling interest in SPEA simultaneous with
and conditioned upon SPEA's acquisition of a controlling interest in entities
which control the commercial utilization of the name, image and likeness of
Elvis Presley, the operation of Graceland and the surrounding properties, as
well as revenue derived from Elvis' music, films and television specials.

As part of the contemplated transaction, RFX Acquisition will contribute $3.43
Million cash to SPEA in exchange for 34,320,124 newly issued shares of SPEA
common stock. In addition to the shares received from the Company, RFX
Acquisition will receive warrants to purchase 8,689,599 shares of the common
stock at $1.00 per share, 8,689,599 shares of common stock at $1.50 per share,
and 8,689,599 shares of common stock at $2.00 per share. Simultaneous with this
exchange, RFX Acquisition will also acquire an aggregate of 2,240,397 shares of
the Company's common stock directly from certain principal stockholders of the
Company at the same price of $0.10 per share. Upon consummation of these
transactions, RFX Acquisition and its affiliates, including Mr. Sillerman, will
own approximately 94% of the outstanding capital stock of the Company (or 96%
assuming exercise of the warrants).

Simultaneous with and conditioned upon the contribution by RFX Acquisition, Ms.
Presley will contribute 85% of the outstanding equity interests of the two
entities that own the assets of and control the Presley businesses in exchange
for total consideration of approximately $100 Million, consisting of
approximately $53.0 Million in cash, approximately $22.0 Million in Preferred
Stock of SPEA, 500,000 shares of SPEA common stock and the assumption or
extinguishment of approximately $25.0 Million of outstanding indebtedness. Ms.
Presley will retain a 15% interest in the two entities, which would operate as
85%-controlled subsidiaries of the Company.

=============

As part of the Customer Agreement, Saint Andrews has agreed to reimburse AAGC for marketing expenses on an annual basis as agreed upon by the parties.

The original Las Vegas Golf and Tennis store closed to the public in May of 2010. The owner, Vaso Boreta has since retired.

BUSINESS OF THE COMPANY

In June 1997, the Company completed a final agreement with Callaway to form a limited liability company named All-American Golf, LLC (the "LLC") for the purpose of operating a golf facility, to be called the "Callaway Golf Center" ™ ("CGC"), on approximately forty-two (42) acres of land located on Las Vegas Boulevard in Las Vegas, Nevada. The CGC opened to the public on October 1, 1997.

The Company's operations consist of the CGC, located on 42 acres of leased land and strategically positioned within a few miles of the largest hotels and casinos in the world. Las Vegas has over 37,335,436 visitors each year with over 151,000 hotel rooms, in Las Vegas and according to the Las Vegas Convention and Visitors Authority, nineteen of the top twenty-five largest hotels in the world are within a few miles of the CGC including the MGM Grand, Mandalay Bay, Luxor, Bellagio, the Monte Carlo, and the new City Center. The CGC is also adjacent to McCarran International Airport, the 17th busiest airport in the world with 39,757,359 in passenger traffic during 2010 according to Las Vegas Convention and Visitors Authority. The Las Vegas valley residential population is approximately 1.8 million.

The CGC includes a two tiered, 110-station, driving range. The driving range is designed to have the appearance of an actual golf course with ten impact greens and island greens. Pro-line equipment and popular brand name golf balls are utilized through Callaway Golf. In addition to the driving range, the CGC has a lighted, nine-hole, par three golf courses, named the "Divine Nine." The golf course has been designed to be challenging, and has several water features including lakes, creeks, water rapids and waterfalls, golf cart paths and designated practice putting and chipping areas. At the entrance to the CGC is a 20,000 square foot clubhouse which includes an advanced state of the art golf swing analyzing system developed by Callaway, and two tenant operations: (a) the St. Andrews Golf Shop featuring the latest in Callaway Golf equipment and accessories, and (b) a restaurant, which features an outdoor patio overlooking the golf course and driving range with the Las Vegas "Strip" in the background.

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 the two 5-year options to extend in July 2012 and July 2017. For the years ended December 31, 2011 and 2010, the Company recognized rental income totaling $157,248 and $157,248 respectively.

In 1997, the LLC's original ownership was 80% by the Company and 20% by Callaway. Callaway agreed to contribute $750,000 of equity capital and loan the LLC $5,250,000. The Company contributed the value of expenses incurred relating to the design and construction of the golf center and cash in the combined amount of $3,000,000. Callaway's loan to the LLC had a ten-year term with interest at ten percent per annum. The principal was due in 60 equal monthly payments commencing five years after the CGC opened.

On May 5, 1998, the Company sold its 80% interest in the LLC to Callaway for $1.5 million in cash and the forgiveness of $3 million in debt, including accrued interest thereon, owed to Callaway by the Company. The Company retained the option to repurchase the 80% interest for a period of two years on essentially the same financial terms that it sold its interest. The sale of the Company's 80% interest in the LLC was completed in order to improve the Company's financial condition that, in turn, improved the Company's ability to complete the financing needed for the final construction stage of the SportPark.On December 30, 1998, the Company acquired substantially all the assets of the LLC subject to certain liabilities. This resulted in the Company owning 100% of the CGC. Under the terms of the asset purchase agreement, the Company paid $1 million to Active Media Services in the form of a promissory note payable in quarterly installments of $25,000 over a 10-year period without interest. In turn, Active Media delivered a trade credit of $4,000,000 to the CGC. This promissory note was paid in full to Active Media in September of 2008.

In connection with this acquisition, the Company executed a trademark license agreement with Callaway pursuant to which the Company licenses the right to use the marks "Callaway Golf Center" and "Divine Nine" from Callaway for a term beginning on December 30, 1998 and ending upon termination of the lease on the CGC. The Company paid a one-time fee for the license agreement that was a component of the purchase price the Company paid for the CGC upon acquisition of the facility on December 30, 1998. Pursuant to this agreement, Callaway has the right to terminate the agreement upon the occurrence of any "Event of Termination" as defined in the agreement.

On June 1, 2001, the Company completed a transition pursuant to a Restructuring and Settlement Agreement with Urban Land of Nevada, Inc. (the "Landlord") to terminate the land lease for the discontinued SportPark, and to transfer all of the leasehold improvements and personal property located on the premises to the Landlord.

As part of the agreement, the Landlord agreed to waive all liabilities of the Company to the Landlord with respect to the discontinued SportPark, and with the exception of a limited amount of unsecured trade payables, the Landlord agreed to assume responsibility of all other continuing and contingent liabilities related to the SportPark. The Landlord also agreed to cancel all the Company's back rent obligations for the CGC for periods through April 30, 2001. The CGC remains the only operating business of the Company.

As part of the transaction, the Company transferred to the Landlord a 35 percent ownership interest in the Company's subsidiary that owns and operates the CGC. This subsidiary is All-American Golf Center, Inc. ("AAGC"). However, in connection with the settlement of litigation with the Landlord in 2008, the Landlord relinquished its ownership interest in AAGC.
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. As part of the agreement, that continues through 2013 and automatically extends until December 31, 2018, Callaway invested money to improve both AAGC's range facility as well as the golfing center. They also provide advertising expense each year paid for by AAGC and reimbursed in golf merchandise to SAGS. AAGC is then reimbursed by SAGS for AAGC's expenditures in advertising as incurred.
Pursuant to this agreement, AAGC is required to expend at least $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® branded 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.

===========

SPEN owned 2,000,000 shares of the Company's common stock and 250,000 shares of the Company's Series B Convertible Preferred Stock. In the aggregate, this represented approximately two-thirds ownership in the Company. On April 5, 2002, SPEN elected to convert its Series B Convertible Preferred Stock into common Stock on a 1 for 1 basis. On May 8, 2002, SPEN completed a spin-off of the Company's shares held by SPEN to SPEN's shareholders. This resulted in SPEN no longer having any ownership interest in the Company.

On June 15, 2010, the Company entered into a Stock Transfer Agreement with Saint Andrews pursuant to which the Company transferred 49% of the outstanding common stock of All-American Golf Center, Inc. ("AAGC"), a subsidiary of the Company, to Saint Andrews Golf Shop, Ltd. ("Saint Andrews") in exchange for the cancellation of $600,000 of debt owed by the Company to Saint Andrews. The transfer of 49% of the common stock of AAGC was authorized by the Company's Board of Directors at which all of the Company's Directors voted in favor of the transfer, except that Ronald Boreta abstained from such vote. In connection with this transaction, the Company engaged Houlihan Valuation Advisors ("HVA") to provide an estimate of the fair market value of a 49% interest in AAGC. As a result of their analysis, HVA was of the opinion that the fair market value of a 49% interest in AAGC was approximately $600,000. The Board of Directors determined to use this value as the amount to be received from Saint Andrews for the 49% interest.

Saint Andrews is owned by Ronald Boreta and John Boreta, his brother. John Boreta is also a principal shareholder of the Company. The debt owed by the Company to Saint Andrews was from advances made in the past by Saint Andrews to provide the Company with working capital.

On June 19, 2009, AAGC entered into a Customer Agreement with Callaway Golf Company ("Callaway") and Saint Andrews pursuant to which Callaway has agreed to make certain cash payments and other consideration to AAGC and Saint Andrews in exchange for an exclusive marketing arrangement for the Callaway Golf Center operated by AAGC. Callaway is a major golf equipment manufacturer and supplier.

Saint Andrews, which subleases space at the Callaway Golf Center and operates a golf equipment store at the Callaway Golf Center, is owned by Ronald Boreta, the Company's President, and John Boreta, the brother of Ronald Boreta and a principal shareholder of the Company.

The Customer Agreement with Callaway provides that Callaway will provide Saint Andrews with a $250,000 annual advertising contribution in the form of golf related products. In addition, Saint Andrews will have an opportunity to earn additional credits upon reaching a sales threshold.

In connection with the signing of the Customer Agreement, AAGC received a one-time payment of $750,000 marked for operating expenses or other business expenses. AAGC also received a contribution of approximately $500,000 used for upgrading the driving range at the Callaway Golf Center. In addition, AAGC received $750,000 to remodel and improve the facilities at the Callaway Golf Center, which included the pro shop and retail area; upgraded fitting bay technology and graphics; and enhanced exterior signage. Callaway also is providing staff uniforms, range golf balls and rental golf equipment for AAGC's use at the Callaway Golf Center.

Both AAGC and Saint Andrews have agreed to exclusively sell only Callaway golf products at the Callaway Golf Center for the term of the Customer Agreement. The Customer Agreement will terminate on December 31, 2013 if Callaway gives notice during November 2013 and if no notice is given it will terminate on December 31, 2018.

======

As part of the Customer Agreement, Saint Andrews has agreed to reimburse AAGC for marketing expenses on an annual basis as agreed upon by the parties.

The original Las Vegas Golf and Tennis store closed to the public in May of 2010. The owner, Vaso Boreta has since retired.

BUSINESS OF THE COMPANY

In June 1997, the Company completed a final agreement with Callaway to form a limited liability company named All-American Golf, LLC (the "LLC") for the purpose of operating a golf facility, to be called the "Callaway Golf Center" ™ ("CGC"), on approximately forty-two (42) acres of land located on Las Vegas Boulevard in Las Vegas, Nevada. The CGC opened to the public on October 1, 1997.

The Company's operations consist of the CGC, located on 42 acres of leased land and strategically positioned within a few miles of the largest hotels and casinos in the world. Las Vegas has over 37,335,436 visitors each year with over 151,000 hotel rooms, in Las Vegas and according to the Las Vegas Convention and Visitors Authority, nineteen of the top twenty-five largest hotels in the world are within a few miles of the CGC including the MGM Grand, Mandalay Bay, Luxor, Bellagio, the Monte Carlo, and the new City Center. The CGC is also adjacent to McCarran International Airport, the 17th busiest airport in the world with 39,757,359 in passenger traffic during 2010 according to Las Vegas Convention and Visitors Authority. The Las Vegas valley residential population is approximately 1.8 million.

The CGC includes a two tiered, 110-station, driving range. The driving range is designed to have the appearance of an actual golf course with ten impact greens and island greens. Pro-line equipment and popular brand name golf balls are utilized through Callaway Golf. In addition to the driving range, the CGC has a lighted, nine-hole, par three golf courses, named the "Divine Nine." The golf course has been designed to be challenging, and has several water features including lakes, creeks, water rapids and waterfalls, golf cart paths and designated practice putting and chipping areas. At the entrance to the CGC is a 20,000 square foot clubhouse which includes an advanced state of the art golf swing analyzing system developed by Callaway, and two tenant operations: (a) the St. Andrews Golf Shop featuring the latest in Callaway Golf equipment and accessories, and (b) a restaurant, which features an outdoor patio overlooking the golf course and driving range with the Las Vegas "Strip" in the background.

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 the two 5-year options to extend in July 2012 and July 2017. For the years ended December 31, 2011 and 2010, the Company recognized rental income totaling $157,248 and $157,248 respectively.

In 1997, the LLC's original ownership was 80% by the Company and 20% by Callaway. Callaway agreed to contribute $750,000 of equity capital and loan the LLC $5,250,000. The Company contributed the value of expenses incurred relating to the design and construction of the golf center and cash in the combined amount of $3,000,000. Callaway's loan to the LLC had a ten-year term with interest at ten percent per annum. The principal was due in 60 equal monthly payments commencing five years after the CGC opened.

On May 5, 1998, the Company sold its 80% interest in the LLC to Callaway for $1.5 million in cash and the forgiveness of $3 million in debt, including accrued interest thereon, owed to Callaway by the Company. The Company retained the option to repurchase the 80% interest for a period of two years on essentially the same financial terms that it sold its interest. The sale of the Company's 80% interest in the LLC was completed in order to improve the Company's financial condition that, in turn, improved the Company's ability to complete the financing needed for the final construction stage of the SportPark.

========

Few names seem to be dropped more this Winter Music Conference and Miami Music Week than Sillerman's. Up to this point, he's remained a bit of mystery, drawing the ire of electronic music purists who argue he'll commercialize and homogenize the once-underground genre.

Sillerman's all-black attire at the Delano added to the mystique. He wore pointed- leather boots and a crisp black button-up shirt, cinched all the way to the collar. A black handkerchief stamped with "Fuck You" in dozens of fonts dangled from his back pocket and he sported a black baseball cap with embroidered grey flames that simply stated "No Sniveling."

Crossfade: So how as a company does SFX operate?

Robert F.X. Sillerman: Who does what? This is for attribution: It beats the shit out of me. Here's what's going to happen: We're going to get a room somewhere isolated and we're going to bring in the 20 or 30 key people. They're all going to describe what they do, why they do it, what they wish they could do and what they think we all collectively should do. Then we'll have some fun and the next day I'll speak for 60 seconds. I'll ask what did you learn, what do you want to do and how we're going to do it. They'll figure it out, and what will come out of it is somebody who will say, "Yeah, I'll do this, I'll do that" and they'll come up with a way of extending this and of course people will say I'm a genius, but I won't have said another word.

Is the plan similar to the old SFX where you built an advertising platform for companies to reach huge audiences?

The first SFX had no relationship to the fan... This is a new generation and I think it's going to be perpetuated by fans that are connected by a love of this music. Sure, I think we'll be able to offer global access and we've had conversations with multinationals where they said we want to spend this huge amount of money. I listen politely and I say, "You, of course, understand that if I was willing to do that you shouldn't be willing to spend the money because I actually don't care what you need." The only thing I care about are the fans. And if you can provide a way to make their experience better, it's worth it for you to spend the money to associate.

What's motivating you in all of this?

My father went bankrupt just before my bar mitzvah. And on my bar mitzvah, he said: "I unfortunately can't give you anything, but I will always give you my love, my time, my wisdom and it's going to begin right now." And he said something very simple to me, which is to live a full life where you feel self-worth. No more tomorrow, think about today -- pretty simple. I said I would've preferred a savings bond, but that's how I've lived my life. My enjoyment is experiential learning. And when we did what we did in live entertainment, I'd never been in it. It was a perception, a conversation, great first partners, and I learned pretty quickly.

Can you elaborate on why the deal with the Opium Group fell through?

I still like them. I have huge respect for them, and it's still possible that something might happen.

Are you looking at any other nightclub owners or operators?

Electronic music is late to the U.S. and [Miami] really is a true melting pot and the DNA of house music. It was pretty simple -- you look and you go to the source. There are great clubs in Vegas, but there's no place that has the breadth, the diversity [of Miami]. So it made sense to us.

A lot of people have spoken harshly of you, how do you respond?

The same thing happened the first time with SFX and every promoter, every business that we bought will say the opposite. We have to prove it to them, and I have no interest of anybody who buys a business and then says: "I now own the two burger stands in town and I'm going to jack the price up." The fact is if you buy great and successful businesses, you try to empower them to do what they do. And in this case, what they do is provide great entertainment. If you or anyone can ever find an example of someone from SFX telling them how much to charge for a bottle of Cristal at LIV, I'll give you my shares of SFX.

===========


NAME AND ADDRESS AMOUNT AND NATURE PERCENT

OF BENEFICIAL OWNERS OF BENEFICIAL OWNERSHIP OF CLASS



Ronald S. Boreta 650,484 (1) 14.40%

6730 Las Vegas Blvd. S.

Las Vegas, NV 89119



ASI Group, LLC 1,589,167 (5) 35.10%

Investment AKA, LLC

c/o Agassi Enterprises, Inc.

3883 Howard Hughes Pkwy, 8 th Fl.

Las Vegas, NV 89109



John Boreta 511,890 (2) 11.30%

6730 Las Vegas Blvd. South

Las Vegas, NV 89119



Boreta Enterprises, Ltd. 360,784 (4) 8.00%

6730 Las Vegas Blvd. South

Las Vegas, NV 89119



Vaso Boreta 3,853 (3) 0.01%

6730 Las Vegas Blvd. South

Las Vegas, NV 89119



William Kilmer 34,000 (6) 0.08%

1853 Monte Carlo Way

Coral Springs, FL 33071



Cara Corrigan 34,000 (6) 0.08%

10337 Tiger Paws Place

Las Vegas, NV 89183



All Directors and Executive 722,337 (7) 14.57%

Officers as a Group (4 persons)

____________________

83.54% Insider Owned

Float 615,608


 
 
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AASP
Current Price
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SureTrader
AASP News: Information Statement - All Other (definitive) (def 14c) 09/20/2016 01:23:51 PM
AASP News: Quarterly Report (10-q) 08/22/2016 02:30:34 PM
AASP News: Notification That Quarterly Report Will Be Submitted Late (nt 10-q) 08/16/2016 02:25:15 PM
AASP News: Proxy Statement - Other Information (preliminary) (pre 14c) 07/13/2016 04:34:09 PM
AASP News: Current Report Filing (8-k) 06/13/2016 04:05:48 PM
PostSubject
#767  Sticky Note BOARD WARNING - Please read: This board IH Admin [Shelly] 06/12/13 09:53:20 AM
#3719   10q....results from discontinued operations? Anyone know if they nickypicky 09/14/16 09:15:26 AM
#3718   .18s are my new avg.$$$$$ Pocket9s 08/20/16 05:33:26 PM
#3717   Up to 30 and ready to surge. Florida Mountaineer 08/18/16 11:28:35 AM
#3716   Wrong again. Cass 08/15/16 02:37:09 PM
#3715   .15 concessios 08/14/16 07:49:33 AM
#3712   Time to buy concessios 08/03/16 08:57:49 PM
#3711   Merger soon concessios 08/03/16 08:57:02 PM
#3710   0.11 soon concessios 08/03/16 08:54:41 PM
#3709   You mistyped .28 pal. absintheminded90210 07/26/16 09:32:07 AM
#3708   Next .10 concessios 07/25/16 07:23:43 PM
#3707   Anybody get on the horn to Vegas to Florida Mountaineer 07/20/16 03:28:34 PM
#3706   Plenty of time to load! Pocket9s 07/19/16 10:41:53 PM
#3705   I'm going to buy some more when I Law of Averages 07/14/16 02:49:10 PM
#3704   Skibum, Money, JT, $$$$$ Pocket9s 07/14/16 01:47:25 PM
#3701   I guess this is going back up. Law of Averages 07/13/16 06:32:08 PM
#3700   NEWS! Debt gone and "The Company will mayvid 07/13/16 05:27:22 PM
#3699   WOW!!!!!!!!!!!!!! I just saw the Proxy Stmt.....this ToucanYoucan 07/13/16 05:27:22 PM
#3698   Must be you bidding .15 Good luck. Pocket9s 07/13/16 11:54:30 AM
#3697   Someone wiped out that ask at .30 for Law of Averages 07/12/16 08:14:59 PM
#3696   Wrong. Cass 07/12/16 01:41:52 PM
#3695   Next .15 concessios 07/11/16 02:15:14 PM
#3694   Yes pocket9s and for a good reason. Law of Averages 07/11/16 01:21:37 PM
#3693   Silently being loaded. Pocket9s 07/11/16 01:14:42 PM
#3692   I see good Bid support at .25 right now. Law of Averages 07/11/16 12:54:07 PM
#3691   Check the trend out guys concessios 07/11/16 10:27:37 AM
#3690   So you're predicting this is gonna trade at absintheminded90210 07/08/16 06:17:37 PM
#3689   concessios you said AASP would fall back to Law of Averages 07/08/16 04:56:20 PM
#3688   Down to .25 concessios 07/08/16 04:24:50 PM
#3687   Bid sitters filled today. Pocket9s 07/05/16 11:44:29 PM
#3686   There's no way this is going back to Law of Averages 07/05/16 04:24:36 PM
#3685   Your consistency in being wrong is admirable. absintheminded90210 07/05/16 01:35:36 PM
#3684   Next .15 concessios 07/05/16 11:48:57 AM
#3682   Hey concessios if this is a pump and Law of Averages 06/29/16 06:58:05 PM
#3681   really? lol what I see is a great opportunity R2R 06/29/16 05:05:48 PM
#3680   Guys it's pump and dump I don't want concessios 06/29/16 03:55:32 PM
#3679   WHOA, are you a poet and don't even Joeyohso 06/29/16 03:45:11 PM
#3678   Prediction just like someone who states fiction concessios 06/29/16 03:00:25 PM
#3677   What a daring prediction. absintheminded90210 06/28/16 02:17:09 PM
#3676   Next stop .25 concessios 06/28/16 12:12:46 PM
#3675   Dissent is welcome here as long as it Pocket9s 06/28/16 12:06:39 PM
#3674   Pump and dump concessios 06/27/16 03:42:01 PM
#3673   You're batting 1000 now aren't you absintheminded90210 06/27/16 01:31:37 PM
#3672   So hard to get filled on the bid. Law of Averages 06/27/16 01:18:15 PM
#3671   Massive accumulation at these lows. Your dissent is Pocket9s 06/26/16 11:58:24 PM
#3670   Next stop 15-25 concessios 06/26/16 10:27:48 AM
#3668   Ditto Pocket9s 06/23/16 11:05:39 AM
#3665   What to elaborate watch and learn concessios 06/22/16 03:41:23 PM
#3664   Elaborate? Pocket9s 06/22/16 03:39:26 PM
#3663   Don't fall for the trap concessios 06/22/16 03:30:33 PM
#3662   Back to 15 cents soon concessios 06/22/16 03:29:38 PM
PostSubject