UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549



FORM 10-Q

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


For the quarterly period endedJuneSeptember 30, 2012



¨TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

Commission file number000-24970

All-American Sportpark, Inc.A

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

Nevada

88-0203976

(State or other jurisdiction of incorporation or organization)

(I.R.S.I. R. S. Employer Identification No.)

 

6730 South Las Vegas Boulevard


Las Vegas, NV 89119


(Address of principal executive offices)



(702) 798-7777


(Registrant’s telephone number, including area code)

     

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YesxNo¨

     

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo¨

     

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

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

 

               Large accelerated filer¨ Accelerated filer¨ 

               Non-accelerated filer¨   (Do not check if a smaller reporting company)   Smaller reporting company

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

                The number of shares of Common Stock, $0.001 par value, outstanding on August 1,November 5, 2012 was 4,522,123 shares.

 


All-American Sportpark, Inc

Form 10-Q

Index


ALL-AMERICANSPORTPARK, INC. 

FORM10-Q 

INDEX 

Page

Number

PartPARTI:

Financial InformationF

INANCIALINFORMATION

Item 1.

Condensed Consolidated Financial Statements

Condensed Consolidated Balance Sheets at JuneSeptember 30, 2012


(Unaudited) and December 31, 2011

  1 

1

Condensed Consolidated Statements of Operations for the Three

And Six
and Nine Months Ended JuneSeptember 30, 2012 and 2011
(Unaudited)

  3 

2

Condensed Consolidated Statements of Cash Flows For the

Six
Nine Months Ended JuneSeptember 30, 2012 and 2011 (Unaudited)

  5 

3

Notes to Condensed Consolidated Financial Statements
(Unaudited)

4

7

Item 2.

Management’s Discussion and Analysis of Financial Condition


And Results of Operations

11

14  

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

21

24 

Item 4.

Controls and Procedures

21

24 

PARTII: 

OTHERINFORMATION

Part II:

Other Information

Item 1.

Legal Proceedings

23

26 

Item 1A.

Risk Factors

23

26 

Item 2.

Changes in Securities

23

26 

Item 3.

Defaults Upon Senior Securities

23

26 

Item 4.

Mine Safety Disclosures

23

26 

Item 5.

Other Information

23

26 

SIGNATURES 

Signatures

27 

 



PART 1 – FINANCIAL INFORMATION


Item ITEM1 Financial StatementsFINANCIALSTATEMENTS
ALL-AMERICANSPORTPARK, INC.
CONDENSEDCONSOLIDATEDBALANCESHEETS

  September 30,
2012
(Unaudited) 
 

December 31,
2011

   
   
Assets     
 
Current assets:     
Cash $6,367 $1,900 
Accounts receivable  168  2,807 
Prepaid expenses and other  6,658  107,472 
Total current assets  13,193  112,179 
 
Property and equipment,     
net of accumulated depreciation of $675,343 and     
$856,025, as of 2012 and 2011, respectively  689,629  693,364 
 
Total assets $702,822 $805,543 
 
Liabilities and Stockholders' (Deficit)     
 
Current liabilities:     
Cash in excess of available funds $6,627 $29,184 
Accounts payable and accrued expenses  308,893  160,469 
Current portion of notes payable - related parties  4,279,495  4,184,494 
Current portion due to related parties  1,301,494  1,370,830 
Current portion of capital lease obligation  34,048  43,208 
Accrued interest payable - related party  4,871,348  4,550,848 
Total current liabilities  10,801,905  10,339,033 
 
Long-term liabilities:     
Long-term portion of capital lease obligation  15,721  29,469 
Deferred rent liability  701,902  699,435 
Total long-term liabilities  717,623  728,904 
 
Total liabilities  11,519,528  11,067,937 
 
Commitments and contingencies     
 
Stockholders' (deficit):     
Preferred stock, Series "B", $0.001 par value,
   10,000,000 shares authorized, no shares issued and
   outstanding as of September 30, 2012 and December
   31, 2011, respectively 
    
    
    
  
 
Common stock, $0.001 par value, 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
 
    
    
 4,522  4,522 

All-American SportPark, Inc.

Condensed Consolidated Balance Sheets



 
Additional paid-in capital  14,387,972  14,387,972 
Accumulated (deficit)  (25,571,113 (24,976,480
Total All-American SportPark, Inc. stockholders'       
(deficit)  (11,178,619 (10,583,986
Non-controlling interest in net assets of subsidiary  361,913  321,592 
Total stockholders' deficit  (10,816,706 (10,262,394
 
Total liabilities and stockholders' (deficit) $702,822 $805,543 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

 

 

 

2012

 

2011

 

 

 

 

 

(Unaudited)

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash

 

$

60,858

 

$

1,900

 

Accounts receivable

 

268

 

 

2,807

 

Prepaid expenses and other

 

11,405

 

 

107,472

 

 

Total current assets

 

72,531

 

 

112,179

 

 

 

 

 

 

 

 

 

 

Property and equipment, net of accumulated depreciation of $648,122
   and $857,999, as of 2012 and 2011, respectively

 

714,313

 

 

693,364

 

 

 

 

 

 

 

 

 

 

 

 

 

Total assets

$

786,844

 

$

805,543

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders' (Deficit)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Cash in excess of available funds

$

-

 

$

29,184

 

Accounts payable and accrued expenses

 

159,851

 

 

160,469

 

Current portion of notes payable - related parties

 

4,279,495

 

 

4,184,494

 

Current portion due to related parties

 

1,347,324

 

 

1,370,830

 

Current portion of capital lease obligation

 

33,010

 

 

43,208

 

Accrued interest payable - related party

 

4,764,361

 

 

4,550,848

 

 

Total current liabilities

 

10,584,041

 

 

10,339,033

 

 

 

 

 

 

 

 

 

 

Long-term liabilities:

 

 

 

 

 

 

Long-term portion of capital lease obligation

 

24,633

 

 

29,469

 

Deferred rent liability

 

701,080

 

 

699,435

 

 

Total long-term liabilities

 

725,713

 

 

728,904

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

11,309,754

 

 

11,067,937

 

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' (deficit):

 

 

 

 

 

 

Preferred stock, Series "B", $0.001 par value, 10,000,000 shares authorized,
 no shares issued and outstanding as of June 30, 2012
and December 31, 2011, respectively

 

--

 

 

--

 

 

 

 

 

 

 

 

 

Common stock, $0.001 par value, 50,000,000 shares authorized,
 4,522,123 and 4,522,123 shares issued and outstanding as of June 30, 2012
 and December 31, 2011, respectively

 

4,522

 

 

4,522

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional paid-in capital

 

14,387,972

 

 

14,387,972

 

Accumulated (deficit)

 

(25,321,682)

 

 

(24,976,480)

 

 

Total All-American SportPark, Inc. stockholders' (deficit)

 

(10,929,188)

 

 

(10,583,986)

 

Non-controlling interest in net assets of subsidiary

 

406,278

 

 

321,592

 

 

Total stockholders' deficit

 

(10,522,910)

 

 

(10,262,394)

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders' (deficit)

$

786,844

 

$

805,543

 

 

 

 

 

 

 

 

 

 

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

           

1


ALL-AMERICAN SPORTPARK, INC.

Condensed Consolidated Statements of Operations

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ending

 

For the Six Months Ending

 

 

 

 

 

 

June 30, 2012

 

June 30, 2012

 

 

 

 

 

 

2012

 

2011

 

2012

 

2011

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenue

$

611,294

 

$

629,749

 

$

1,135,658

 

$

1,079,722

Revenue - Related Party

 

39,312

 

 

39,312

 

 

78,624

 

 

78,624

Total Revenue

 

650,606

 

 

669,061

 

 

1,214,282

 

 

1,158,346

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of revenue

 

179,289

 

 

162,463

 

 

378,688

 

 

355,625

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross profit

 

471,317

 

 

506,598

 

 

835,594

 

 

802,721

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

  Expenses:

 

 

 

363,327

 

 

368,232

 

 

712,734

 

 

698,162

  General and administrative expenses

 

 Depreciation and amortization

 

 

26,470

 

 

26,873

 

 

55,913

 

 

52,994

 

 

Total expenses

 

389,797

 

 

395,105

 

 

768,647

 

 

751,156

Income from operations

 

 

81,520

 

 

 

111,493

 

 

 

66,947

 

 

 

51,565

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(135,379)

 

 

(122,722)

 

 

(270,705)

 

 

(246,065)

 

(Loss) gain on property and equipment

 

 

(58,445)

 

 

36,533

 

 

(56,772)

 

 

36,533

 

Other income (expense)

 

14

 

 

-

 

 

14

 

 

(147)

 

 

Total other income (expense)

 

 

(193,810)

 

 

(86,189)

 

 

(327,463)

 

 

(209,679)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) before provision for income tax

(112,290)

 

25,304

 

(260,516)

 

(158,114)

Provision for income tax expense

 

-

 

 

-

 

 

-

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to non-controlling interest

 

59,592

 

 

120,354

 

 

84,686

 

 

119,067

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) attributable to All-American SportPark, Inc.

$

(171,882)

 

$

(95,050)

 

$

(345,202)

 

$

(277,181)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net lossper share – basic and fully diluted

$

(0.02)

 

$

(0.01)

 

$

(0.06)

 

$

(0.04)

Weighted average number of common shares outstanding –
 basic and fully diluted

 

4,522,123

 

 

4,522,123

 

 

4,522,123

 

 

4,522,123

 

 

 

 

 

 

 

 

 

 

 

 

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

                      

2



ALL-AMERICAN SPORTPARK, INC.
Condensed Consolidated Statements of Operations
(Unaudited)

  For the Three Months Ended
September 30,
  For the Nine Months Ended
September 30,
 
     
        2012       2011       2012       2011 
Revenue 435,968 460,049 1,571,626 1,539,771 
Revenue - Related Party40,44639,312119,070117,936
Total Revenue  476,414  499,361  1,690,696  1,657,707 
Cost of revenue  194,662  177,202  573,350  532,827 
Gross profit  281,752  322,159  1,117,346  1,124,880 
Expenses:             
      General and
      
administrativeexpenses 
 408,331  404,355  1,121,065  1,102,517 
  Depreciation and
       amortization 
 25,612  28,596  81,525  81,590 
Total
             expenses 
 433,943  432,951  1,202,590  1,184,107 
(Loss) fromoperations  (152,191 (110,792 (85,244 (59,227
Other income(expense):             
Interest expense  (135,000 (123,601 (405,705 (369,666
 (Loss) gain onproperty
      and
equipment 
 (2,436 -  (60,881 36,533 
  Other income (expense)  (2,482 -  (2,482 (147
              Total other income
           
  (expense) 
 (139,918 (123,601 (469,068 (333,280
Net income (loss)before provision forincome tax  (292,109 (234,393 (554,312 (392,507
Provision for income
tax expense 
 -  -  -  - 
Net income (loss)
attributable to non-
controlling interest 
 (44,365 (13,297 40,321  105,770 



Net (loss) attributable
to All-American
SportPark, Inc. 
$(247,744$(221,096$(594,633$(498,277
Net loss per share –
basic and fully diluted 
$(0.06$(0.05$(0.12$(0.11
Weighted average
number of common
shares outstanding –
basic and fully diluted 
            
 4,522,123  4,522,123  4,522,123  4,522,123 

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



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


(Unaudited)

 

 

For the Six Months Ending

For the Nine Months EndedSeptember 30,

 

 

June 30,

 

 

2012

 

2011

20122011

Cash flows from operating activities

Cash flows from operating activities

 

 

 

 

      

 

 

 

 

Net (loss)

Net (loss)

$

(260,516)

 

$

(158,114)

(554,312(392,507

Adjustments to reconcile net loss to net cash provided (used) in operating activities:

Adjustments to reconcile net loss to net cash provided (used) in operating activities:

 

 

 

 

      

 

 

 

     

 

Depreciation and amortization expense

 

55,913

 

52,994

 

Loss (gain) on disposal of property and equipment

 

56,772

 

(36,533)

Depreciation and amortization expense  81,525  81,590 
Loss (gain) on disposal of property and
equipment
      
60,881  (36,533

Changes in operating assets and liabilities:

Changes in operating assets and liabilities:

 

 

 

 

      

 

Accounts receivable

 

2,539

 

6,421

 

Prepaid expenses and other

 

6,067

 

6,793

 

Cash in excess of available funds

 

(29,184)

 

-

 

Accounts payable and accrued expenses

 

(618)

 

(71,430)

 

Deferred rent liability

 

1,645

 

2,193

 

Accrued interest payable - related party

 

213,513

 

204,549

Net cash provided by operating activities

 

46,131

 

6,873

Accounts receivable  2,639  216 
Prepaid expenses and other  10,814  (9,432
Cash in excess of available funds  (22,557 20,892 
Accounts payable and accrued expenses  148,424  (26,965
Deferred rent liability  2,467  3,290 
Accrued interest payable - related party  320,500  306,824 
Net cash provided (used) by operating activities  50,381  (52,621

 

 

 

 

 

 

Cash flows from investing activities

Cash flows from investing activities

 

 

 

 

      

Proceeds from sale of property and equipment

 

1,675

 

-

Insurance proceeds on property and equipment

 

-

 

46,026

Purchase of property and equipment

 

(45,309)

 

(59,181)

Net cash used by operating activities

 

(43,634)

 

(13,155)

Insurance proceeds on property and equipment  -  46,436 
Purchase of property and equipment  (48,671 (79,314
Net cash used by investing activities  (48,671 (32,878

 

 

 

 

 

 

Cash flows from financing activities

Cash flows from financing activities

 

 

 

 

      

Proceeds (payments) from related parties

 

(23,506)

 

45,479

Payment on capital lease obligation

 

(15,034)

 

(11,202)

Proceeds (payments) on notes payable - related party

 

95,001

 

(2,182)

Proceeds (payments) from related parties  (69,336 77,946 
Payment on capital lease obligation  (22,908 (912
Proceeds from notes payable - related party  95,001  - 
Payments on notes payable – related party  -  (2,182

Net cash provided by financing activities

Net cash provided by financing activities

 

56,461

 

32,095

 2,757  74,852 

 

 

 

 

 

 

Net increase in cash

 

58,958

 

25,813

Net increase (decrease) in cash  4,467  (10,647

Cash - beginning

Cash - beginning

 

1,900

 

10,647

 1,900  10,647 

Cash - ending

Cash - ending

$

60,858

 

$

36,460

6,367 - 

 

 

 

 

 

 

Supplemental disclosures:

Supplemental disclosures:

 

 

 

 

      

Interest paid

$

-

 

$

142

Income taxes paid

$

-

 

$

-

 

 

 

 

 

 

Supplemental disclosure of non-cash investing activities

 

 

 

 

Cash payment for equipment in prior year

$

90,000

 

$

-

Assumption of capital lease obligation

$

-

 

$

99,000

 

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

Interest paid - 142 
Income taxes paid - - 
Supplemental disclosure of non-cash investing
activities:
      
     
Cash payment for equipment in prior year  90,000  - 
Assumption of capital lease obligation  -  115,884 

 

3The accompanying notes are an integral part of these condensed consolidated financial statements.




All-American Sportpark, Inc.ALL-AMERICANSPORTPARK, INC.

Notes to Condensed Consolidated Financial StatementsNOTES TOCONDENSEDCONSOLIDATEDFINANCIALSTATEMENTS
(Unaudited)

(Unaudited)

Note 1 – Basis of presentation

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

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2011 and notes thereto included in the Company's Form 10-K. The Company follows the same accounting policies in the preparation of consolidated interim reports.

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

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

Note 2 – Going concern

As of JuneSeptember 30, 2012, we had an accumulated deficit of $25,321,682.$25,571,113. In addition, the Company’s current liabilities exceed its current assets by $10,511,510$10,788,712 as of JuneSeptember 30, 2012. These conditions have raised substantial doubt about the Company's ability to continue as a going concern. Although our recent growth has greatly improved cash flows, we nonetheless need to obtain additional financing to fund payment of obligations and to provide working capital for operations. Management is seeking additional financing, and is now looking for a merger or acquisition candidate. It is management’s objective to review the acquisition of interests in various business opportunities, which in their opinion will provide a profit to the Company. Management believes these efforts will generate sufficient cash flows from future operations to pay the Company's obligations and working capital needs. There is no assurance any of these transactions will occur. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

Note 3 – Recent accounting Policies

On January 1,In July of 2012 changes were issued by the Financial Accounting Standards Board (FASB) to conform existing guidance regarding fair value measurementEntertainment – Films in which it discusses accounting for Fair Value Information That arises after the Measurement Date and disclosure between GAAP and International Financial Reporting Standards. These changes both clarifyits inclusion in the FASB’s intentImpairment Analysis of

4




Unamortized Film Costs. There will be no changes in our presentation with regards to this new standard as it does not affect our Consolidated Financial Statement.

aboutIn June of 2012, the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the applicationFASB issued a standard regarding Business Combinations as a consensus of the highest and best use and valuation premise concepts, measuringFASB Emerging Issues Task Force updated the fair valueabove standard stating that subsequent accounting for an indemnification asset recognized at the acquisition date as a result of an instrument classified in a reporting entity’s shareholders’ equity, and disclosuregovernment-assisted acquisition of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value ofa financial instrumentsinstitution. After reviewing we found that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement tothere will be no changes in unobservable inputs for those items categorizedour presentation with regards to this new standard as Level 3, a reporting entity’s use of a nonfinancial asset in a way that differs from the asset’s highest and best use, and the categorization by level in the fair value hierarchy for items required to be measured at fair value for disclosure purposes only. Other than the additional disclosure requirements, the adoption of these changes hadit has no impact on the Consolidated Financial Statements.

On January 1,In May of 2012 an Update to the Statement of Cash Flows was issued by the FASB issued changesstating that Not-for-Profit Entities are required to the presentationclassify their sales proceeds of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income eitherdonated financial assets in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. Management elected to present the two-statement option. Other than the change in presentation, the adoption of these changes had no impact on the Consolidated Financial Statements.

In December 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-10 (“ASU 2011-10”),Property, Plant and Equipment (Topic 360): Derecognition of in Substance Real Estate—cash flows as a Scope Clarification (a consensus of the FASB Emerging Issues Task Force).ASU 2011-10 clarifies when a parent (reporting entity) ceasesForce. This has no implication for us and will not change our Consolidated Cash Flow.

An update to have a controlling financial interestTechnical Amendments and Corrections to SEC Sections: was issued March of 2012 by FASB stating amendments to SEC Paragraphs Pursuant to SEC Staff accounting bulletin No. 114, Technical Amendments pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting standards Update 2010-22 (SEC Update).

In February 2012 an update by FASB was made to Intangibles – Goodwill and Other (Topic 350) regarding testing indefinite live intangible assets for impairment. As well in a subsidiary that is in substance real estate as a result of default onJanuary 2012 an update was made to Health Care Entities (Topic 954) by the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance for Real Estate Sale (Subtopic 360-20). The provisions of ASU 2011-10 are effective for public companies for fiscal years and interim periods within those years, beginning on or after June 15, 2012. When adopted, ASU 2011-10 is not expected to materially impact the consolidated financial statement.FASB regarding continuing care retirement communities – refundable advance fees.

Note 4 – Non-controlling interest

Non-controlling interest represents the minority stockholders’ proportionate share of the equity of All-American Golf Center ("AAGC') which is a 51% owned subsidiary of the Company. At JuneSeptember 30, 2012, we owned 51% of AAGC’s capital stock, representing voting control and a majority interest. Our controlling ownership interest requires that AAGC’s operations be included in the Condensed Consolidated Financial Statements contained herein. The 49% equity interest that is not owned by us is shown as “Non-controlling interest in consolidated subsidiary” in the Condensed Consolidated Statements of Operations and Condensed Consolidated Balance Sheets. As of JuneSeptember 30, 2012, St. Andrews Golf Shop, our minority interest partner and a relatedpartyrelated party held a $406,278$361,913 interest in the net asset value of our subsidiary AAGC and a $84,686$40,321 interest in the net income from operations of AAGC for the sixnine months ended JuneSeptember 30, 2012.

5


Note 5 – Related party transactions

Due to related parties

The Company’s employees provide administrative/accounting support for (a) three golf retail stores, one of which is named Saint Andrews Golf Shop ("SAGS") and the other two Las Vegas Golf and Tennis ("District Store") and Las Vegas Golf and Tennis Superstore (“Westside”), owned by the Company's President and his brother. The SAGS store is the retail tenant in the CGC.



Administrative/accounting payroll and employee benefits expenses are allocated based on an annual review of the personnel time expended for each entity. Amounts allocated to these related parties by the Company approximated $41,741$63,459 and $54,666$68,712 for the sixnine months ended JuneSeptember 30, 2012 and 2011, respectively. The Company records this allocation by reducing the related expenses and allocating them to the related parties.

In addition to the administrative/accounting support provided by the Company to the above stores, the Company received funding for operations from these and various other stores owned by the Company’s President, his brother, and Chairman. These funds helped pay for office supplies, phone charges, postages, and salaries. The net amount due to these stores totaled $1,347,324$1,301,494 and $1,370,830 $1,370,830 as of JuneSeptember 30, 2012 and December 31, 2011, respectively. The amounts are non-interest bearing and due out of available cash flows of the Company. Additionally, the Company has the right to offset the administrative/accounting support against the funds received from these stores.

Both the Company’s President and his brother have continued to defer half of their monthly salaries until the Company is in a more positive financial state. The amounts deferred for the sixnine months ended JuneSeptember 30, 2012 are $85,000 and $53,125,2011 were $162,500 and $40,000, respectively.

6


Notes and Interest Payable to Related Parties:

The Company has various notes and interest payable to the following entities as of JuneSeptember 30, 2012, and December 31, 2011, respectively:

 

 

2012

 

2011

Various notes payable to the Paradise Store bearing 10% per annum and due on demand

$

3,200,149

$

3,200,149

 

 

 

 

 

Note payable to BE Holdings 1, LLC, owned by the chairman of the board, bearing 10% per annum and due on demand

 

100,000

 

100,000

 

 

 

 

 

Various notes payable to SAGS, bearing 10% per annum and due on demand

 

693,846

 

693,846

 

 

 

 

 

Various notes payable to the District Store, bearing 10% per annum and due on demand

 

85,000

 

85,000

 

 

 

 

 

Note payable to BE, III bearing 10% per annum and due on demand

 

200,500

 

105,500

 

 

 

 

 

 

 

---------------

 

----------------

Total

$

4,279,495

$

4,184,495

 

 

=========

 

=========

  2012  2011 
 
Various notes payable to the Paradise Store
bearing 10% per annum and due on demand 
$3,200,149 $3,200,149 
    
Note payable to BE Holdings 1, LLC, owned
by the chairman of the board, bearing 10%
per annum and due on demand 
 100,000  100,000 
    
    
Various notes payable to SAGS, bearing
10% per annum and due on demand 
 693,846  693,845 
    
Various notes payable to the District Store,
bearing 10% per annum and due on demand 
 85,000  85,000 
    
Note payable to BE, III bearing 10% per
annum and due on demand 
 200,500  105,500 
    
Total $4,279,495 $4,184,494 

 

All maturities of related party notes payable and the related accrued interest payable as of JuneSeptember 30, 2012 are due and payable upon demand. As of JuneSeptember 30, 2012, the Company has no loans or other obligations with restrictive debt or similar covenants.



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

As of JuneSeptember 30, 2012 and December 31, 2011, accrued interest payable - related parties related to the notes payable – related parties totaled $4,764,361$4,871,348 and $4,550,848, respectively.

7


Lease to SAGS

The Company subleases space in the clubhouse to SAGS. Base rent includes $13,104 per month through July 2012 with a 5% increase for each of two 5-year options to extend in July 2012 and July 2017. For the six month ending Junenine months ended September 30, 2012 and 2011, the Company recognized rental income totaling $78,624$79,797 and $78,624, respectively.

Note 6 – Commitments

Lease agreements

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

At JuneSeptember 30, 2012, minimum future lease payments under non-cancelable operating leases are as follows:

2012                           $             252,878

2013                                          529,840

2014                                          529,840

2015                                          529,840

2016                                          529,840

Thereafter                               3,311,503

$         5,683,741

2012 $132,460 
2013  529,840 
2014  529,840 
2015  529,840 
2016  529,840 
Thereafter  3,311,503 
 $5,563,323 

 

Total rent expense for this operating lease was $243,030$363,722 and $243,030$364,545 for the sixnine months ended JuneSeptember 30, 2012 and 2011, respectively.



Capital Lease

The Company entered into a capital lease for new Club Car gas powered golf carts. The lease is 47 months in length and started on March 1, 2010. The Company pays $2,612 a month in principal and interest expense related to the lease.

The Company entered into a capital lease for a new telephone system during the third quarter of 2011. The lease is 36 months in length and started in July of 2011. The Company pays $642 a month in principal and interest expense related to the lease.

8


The following is a schedule by year of future minimum payments required under these lease agreements.

 

 

2012

$ 19,236

 

 

2013

38,471

 

 

2014

6,767

 

 

Total payments

64,474

 

 

Less interest

(6,831)

 

 

Total principal

57,643

 

 

Less current portion

33,010

 

 

Long-term portion

$ 24,633

 

 

 

 

2012 $8,121 
2013  38,471 
2014  6,767 
Total payments  53,359 
Less interest  (3,590
Total principal  49,769 
Less current portion  34,048 
Long-term portion $15,721 

 

Accumulated depreciation for the capital leases as of JuneSeptember 30, 2012 and December 31, 2011 was $64,607$23,179 and $49,154, respectively.

Customer Agreement

On June 19, 2009, the Company entered into a “Customer Agreement” with Callaway Golf Company (“Callaway”) and St. Andrews Golf Shop, Ltd. (“SAGS”) through our majority owned subsidiary AAGC. Pursuant to this agreement, AAGC shall expend an amount equal to or exceeding $250,000 for marketing and promotion of Callaway for a period of approximately three and one half years with an automatic extension to December 31, 2018 unless written notice of termination is received by November 2013. Additionally, pursuant to the Customer Agreement AAGC has expended amounts to improve both its range facility as well as the golfing center. These improvements includeincluded 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;AAGC in 2009; 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 repaidpaid in the form of golf merchandise to SAGS. AAGC will then beis 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 berecordedare 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 reimbursereimburses AAGC in monies as the related golf products are received. During the sixnine months ending Juneended September 30, 2012 and 2011, SAGS reimbursed AAGC $78,841and $70,921, and $66,001, respectively.respectively for advertising costs.

9


Note 7 – Stockholders' deficit

We are authorized to issue 10,000,000 shares of $0.001 par value preferred stock and 50,000,000 shares of $0.001 par value common stock.

Preferred stock

As of JuneSeptember 30, 2012, we had no preferred shares issued and outstanding.

Common stock

As of JuneSeptember 30, 2012, we had 4,522,123 shares of our $0.001 par value common stock issued and outstanding. We had no new issuances during the periodnine months ended JuneSeptember 30, 2012.

Note 8 – Subsequent Events

Upon our evaluation of events and transactions that have occurred subsequent to the balance sheet date, we had paid a deposit during the fourthquarter of 2011 to have the lake area drained and new landscaping put in on our course.  This project was finished in April and we received an abatement from the Las Vegas Valley Water Authority for $42,385determined that there were no significant subsequent events that have taken place since that date.

10




Item ITEM2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.M

ANAGEMENTSDISCUSSION ANDANALYSIS OFFINANCIALCONDITION ANDRESULTS OFOPERATIONS.

Forward-Looking Statements

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

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

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

·


Overview of Current Operations

On June 19, 2009, the Company entered into a “Customer Agreement” with Callaway Golf Company (“Callaway”) and St. Andrews Golf Shop, Ltd. (“SAGS”) through our majority owned subsidiary AAGC. Pursuant to this agreement, AAGC shall expend an amount equal to or exceeding $250,000 for marketing and promotion of Callaway for a period of approximately three and one half years with an automatic extension to December 31, 2018 unless written notice of termination is received by November 2013. Additionally, pursuant to the Customer Agreement AAGC will expendexpended amounts to improve both theirits range facility as well as the golfing center. These improvements are to includeincluded Callaway Golf® branding elements. Callaway has 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;AAGC in 2009; 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 repaidpaid in the form of golf related productsmerchandise to SAGS. AAGC will then beis reimbursed by SAGS for AAGC’s expenditures in advertising as incurred. In substance, due to the related party nature of SAGS, the Company is also considered a customer of Callaway as it relates to this 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 during 2009.

·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 Golf Company 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 beare 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 reimbursereimburses AAGC in the form of monies as the as the related golf products are received.

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

12


Results of Operations for the three months ended JuneSeptember 30, 2012 and 2011 compared.

The following tables summarize selected items from the statement of operations for the three months ended JuneSeptember 30, 2012 compared to the three months ended JuneSeptember 30, 2011.

INCOME:

 

For the three months ended

June 30,

 

 

Increase (Decrease)

 

2012

 

2011

 

$

 

%

 For the three months
endedSeptember 30,
 Increase (Decrease)

 

 

 

 

 

 

 

 

 20122011 $ % 

Revenue

$

611,294

$

629,749

$

(18,455)

 

(2.93)%

$435,968 $460,049 (24,081(5.23)% 

Revenue – Related Party

 

39,312

 

39,312

 

-

 

-        

 40,446 39,312 1,134 2.89

Cost of Sales

 

(179,289)

 

(162,463)

 

16,826

 

10.36%

 194,662 177,202 17,460 9.85

 

 

 

 

 

 

 

 

Gross Profit

$

471,317

$

506,598

$

(35,281)

 

(6.96)%

$281,752$322,159 (40,407(12.54)% 

 

 

 

 

 

 

 

 

Gross Profit Percentage of Sales

 

72.44%

 

75.72%

 

 

 

 

 59.1464.51    

 

Revenue

Our revenue for the three months ended JuneSeptember 30, 2012 was $611,294$ 435,968 compared to $629,749$460,049 in the three months ended JuneSeptember 30, 2011, a decrease of $18,455,$24,081, or 2.93%5.23%. The decrease in revenue was due to a decreaseheavy "monsoon" season in leagues and special events revenue.  Although we have had Groupon® specials over the past two years that have increased our revenues,Las Vegas during which we had norecord rainfall which kept golfers off the course during the months of August and September of 2012. We offered a Groupon® specials running asspecial in the third quarter of June 30, 2012. 2012 that had good results. The full amount of the deferred income for the most recent Groupon® offer will be realized by the end of January 2013.



Revenue-Related Party for the three months ended JuneSeptember 30, 2012 was $39,312,$40,446, which was the same as fora slight increase over the three months ended JuneSeptember 30, 2011.

This was due to a lease-designated rent increase for the Saint Andrews Golf Shop.

Cost of Sales/Gross Profit Percentage of Sales

Cost of sales currently consists mainly of payroll and benefits expenses of the AAGC staff, and operating supplies. Our cost of sales for the three months ended JuneSeptember 30, 2012 was $179,289,$194,662, an increase of $16,826$17,460 or 10.36%9.85% from $162,463$177,202 for the three month period ending JuneSeptember 30, 2011. The increase is due to an earlier than usualweather related damage to the golf season in 2012, whichcourse that required additional staffing and landscaping expenditures.

Gross profit as a percentage of sales decreased to 72.44%59.14%, for the three months ended JuneSeptember 30, 2012. Gross profit as a percentage of sales was 75.72%64.51% for the three months ended JuneSeptember 30, 2011. The reduction in gross profit in 2012 was due to the reduced revenues and increased cost of sales discussed above.

13


EXPENSES:

  For the three months endedSeptember 30, Increase (Decrease) 
  2012
Amount
  2011
Amount
 $ % 
      
Expenses:           
General and administrativeexpenses 408,331 404,355 3,976 . 98
          
Depreciation and amortization  25,612  28,596 (2,984(10.44)% 
Total expenses  433,943  432,951 992 . 23
Income from operations  (152,191 (110,792(41,399(37.37)% 
Other income (expense):           
Interest expense  (135,000 (123,601(11,399(9.22)% 
(Loss) gain on property and equipment  (2,436 - (2,436- 
Other income (expense)  (2,482 - (2,482- 
Total other income (expense)  (139,918 (123,601(16,317(13.20)% 
Net (loss) income  (292,109 (234,393(57,716(19.80)% 
Net income attributable tonon-controlling interest  (44,365 (13,297(31,068(33.36)% 
Net loss attributable to All-AmericanSportPark, Inc. (247,744 (221,096(26,648(8.92)% 

 

 

 

 

 

 

For the three months ended

Increase (Decrease)

 

 

 

 

 

June 30,

 

 

 

 

 

 

 

2012

 

2011

$

%

 

 

 

 

 

Amount

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

General and administrative expenses

$        363,327

 

$        368,232

$ (4,905)

(1.33)%

 

Depreciation and amortization

26,470

 

26,873

(403)

(1.50)%

 

 

Total expenses

389,797

 

395,105

(5,308)

(1.34)%

 

 

 

 

 

 

 

 

 

 

Income from operations

81,520

 

111,493

(29,973)

(26.88)%

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

Interest expense

(135,379)

 

(122,722)

(12,657)

(10.31)%

 

(Loss) gain on property and equipment

(58,445)

 

36,533

(94,978)

(259.98)%

 

Other income (expense)

14

 

-

14

-%

 

Total other income (expense)

(193,810)

 

(86,189)

(107,621)

(124.87)%

 

 

 

 

 

 

 

 

 

 

Net (loss) income

(112,290)

 

25,304

(137,594)

--

 

 

 

 

 

 

Net income attributable to non-controlling interest

59,592

 

120,355

(60,763)

(50.46)%

Net loss attributable to All-American

SportPark, Inc.

 

(171,882)

 

 

(95,051)

 

(76,831)

 

(80.83)%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



General and Administrative Expenses

General and administrative expenses for the three months JuneSeptember 30, 2012 were $363,327, a decrease$408,331, an increase of $4,905$3,976 or 1.33%.98%, from $368,232$404,355 for the three months ended JuneSeptember 30, 2011. Expenses were slightly down dueup as we had to a review of operational contracts and vendors making changes as necessary to saverepair damage caused by the Company money. 

record breaking rains we experienced in the third quarter.

Depreciation and amortization expenses for the three months ended JuneSeptember 30, 2012 were $26,470,$25,612 a decrease of $403,$2,984, or 1.50%10.44% from $26,873$28,596 for the three months ended JuneSeptember 30, 2011.

14


Total Expenses

Our overall operating expenses decreasedincreased to $389,797$433,943 for the three months ended JuneSeptember 30, 2012 as compared to $395,105$432,951 for the three months ended JuneSeptember 30, 2011. The decrease in total expenses was $5,308$992 or 1.34% and was primarily due to the adjustments in operational contracts with vendors. 

.23%.

IncomeLoss from Operations

We had an incomea loss from operations of $81,520$152,191 for the three months ended JuneSeptember 30, 2012 as compared to an incomea loss from operations of $111,493$110,792 for the three months ended JuneSeptember 30, 3011 a decrease of $29,973$41,399 or 26.88%(37.37)%. The decreaseincreased loss was due to less leaguerevenue as a result of the unseasonable weather and special events heldthe extra staff and equipment needed to repair damage from the weather during the three months ending JuneSeptember 30, 2012.

Interest Expense

Our interest expense increased by 6.96%9.22% or $12,657$11,399 from $122,722$123,601 for the three months ended JuneSeptember 30, 2011 to $135,379$135,000 for the three months ended JuneSeptember 30, 2012. The difference is due to continued growth of interest due on various leases telephone and loans.

landscape equipment leases.

(Loss) GainLoss on Property and Equipment

A review of our fixed assets found that some items were no longer in service or had been disposed of. Those items were adjusted in the second quarter of 2012. Further adjustments were completed in the third quarter. The loss on property and equipment was $58,445$2,436 as compared to a gainno loss in the secondthird quarter 2011 of $36,533.

2011.

Net (Loss) IncomeLoss

The net loss for the three months ended JuneSeptember 30, 2012 was $112,290$292,109 (before non-controlling interest) as compared with net incomeloss of $25,304$234,393 for the same period in 2011. The increased net loss was primarily due to a decrease in revenue due to unseasonable weather and increased cost of sales as a result of the retiring of fixed assets in 2012.  

cleanup that was required.

The net income attributable to non-controlling interest for the firstthird quarter of 2012 was $59,592$44,365 as compared to $120,354$13,297 for the same period in 2011. That resulted in net loss attributable to All-American



All-American Sport Park of $171,882$247,744 for 2012 as compared to $95,050$221,096 for 2011, an increase of $76,832$26,648 or 80.33%12.05%.

15


Results of Operations for the sixnine months ended JuneSeptember 30, 2012 and 2011 compared.

The following tables summarize selected items from the statement of operations for the sixnine months ended JuneSeptember 30, 2012 compared to the sixnine months ended JuneSeptember 30, 2011.

INCOME:

  

 

For the six months ended

June 30,

 

 

Increase (Decrease)

 For the nine months ended 

 

2012

 

2011

 

$

 

%

 September 30, Increase (Decrease)

 

 

 

 

 

 

 

 

 2012 2011 $ %

Revenue

$

1,135,658

$

1,079,722

 

55,936

 

5.18%

$1,571,626$1,539,771 31,855 2.07

Revenue – Related Party

 

78,624

 

78,624

 

-

 

-%

 119,070 117,936 1,134 . 96

Cost of Sales

 

(378,688)

 

(355,625)

 

23,063

 

6.49%

 573,350 532,827 40,523 7.61
Gross Profit $1,117,346$1,124,880 (7,534. 67
Gross Profit Percentage of Sales  66.09%67.86 

 

 

 

 

 

 

 

 

  

Gross Profit

$

835,594

$

802,721

 

32,873

 

4.10%

 

 

 

 

 

 

 

 

Gross Profit Percentage of Sales

 

68.81%

 

69.30%

 

 

 

 

 

Revenue

Our revenue for the sixnine months ended JuneSeptember 30, 2012 was $1,135,658$1,571,626 compared to $1,079,722$1,539,771 in the sixnine months ended JuneSeptember 30, 2011, an increase of $55,936,$31,855, or 5.18%2.07%. Revenues were up in the first quarter.and second quarter which helped reduce the impact of the third quarter on the year overall. This was due to our "Play“Play All Day"Day’ package, and our continued participation in the Groupon® advertising programs that offered customers discounted play at the CGC which could be used over a six-monthsix month period. However, the decrease in leagues and special events in the second quarter resulted in reduced revenues.

.

Revenue-Related Party for the sixnine months ended JuneSeptember 30, 2012 was $78,624, which is$119,070, increased $1,134 for the same as the sixnine months ended JuneSeptember 30, 2011.

This was due to a lease-designated rent increase for the Saint Andrews Golf Shop.

Cost of Sales/Gross Profit Percentage of Sales

Cost of sales currently consists mainly of payroll and benefits expenses of the AAGC staff, and operating supplies. Our cost of sales for the sixnine months ended JuneSeptember 30, 2012 was $378,688,$573,350, an increase of $23,063,$40,523, or 6.49%7.61%, from $355,625$532,827 for the six month period ending Junenine months ended September 30, 2011. The increase is due to an earlier than usual golf season in 2012 which required additional staffing and landscaping expenses.    expenses as well as the extra work needed to fix issues on the course related to the unusually heavy rains we experienced in August and September 2012.



Gross profit as a percentage of sales increaseddecreased to 68.81%66.09%, for the sixnine months ended JuneSeptember 30, 2012. Gross profit as a percentage of sales was 69.30%67.86% for the sixnine months ended JuneSeptember 30, 2011.

16


EXPENSES:

 

 

 

For the Six Months Ending

Increase (Decrease)

 

 

 

June 30,

 

 

 

 

2012

 

2011

$

%

 

 

 

Amount

 

Amount

 

 For the nine months ended
September 30,
 

 

 

 

 

 

 

 2012
Amount
 2011
Amount
 $ % 

 

 

 

 

 

 

  

Expenses:

Expenses:

 

 

 

  

General and administrative expenses

$             712,734

 

$               698,162

$ 14,572

2.09%

Depreciation and amortization

55,913

 

52,994

2,919

5.51%

 

Total expenses

768,647

 

751,156

17,491

2.33%

 

 

 

 

 

 

Income from operations

66,947

 

51,565

15,382

1.30%

 

 

 

 

 

 

General and administrative expenses $1,121,065 1,102,517 19,549 1.68
Depreciation and amortization  81,525 81,590 (65(. 08)% 
Total expenses  1,202,590 1,184,107 18,483 1.56
Income (loss) from operations  (85,244 (59,22726,017 43.93

Other income (expense):

Other income (expense):

 

 

 

  

Interest expense

(270,705)

 

(246,065)

(24,640)

10.01%

Interest income

--

 

--

 

(Loss) gain on property and equipment

(56,772)

 

36,533

(93,305)

(255.40)%

Other income (expense)

14

 

(147)

133

10.00%

 

Total other income (expense)

(327,463)

 

(209,679)

(117,784)

(56.17)

 

 

 

 

 

 

Interest expense  (405,705 (369,66636,039 9.75
(Loss) gain on property andequipment  (60,881 36,533 (97,414(66.65)% 
Other income (expense)  (2,482 (147(2,335(16.88)% 
Total other income (expense)  (469,068 (333,280(135,788(140.74)% 

Net (loss)

Net (loss)

(260,516)

 

(158,114)

(102,402)

(64.76)%

 (554,312 (392,507(161,805(29.19)% 

 

 

 

Net income (loss) attributable to non-controlling interest

Net income (loss) attributable to non-controlling interest

84,686

 

119,067

(34,381)

(28.88)%

 40,321 105,770 146,091 38.12

Net loss attributable to All-American

SportPark, Inc.

(345,202)

 

(277,181)

(68,021)

(24.54)%

 

 

 

 

 

 

Net loss attributable to All-AmericanSportPark, Inc.  (594,633 (498,277(96,356119.34

 

General and Administrative Expenses

General and administrative expenses for the sixnine months ended JuneSeptember 30, 2012 were $712,734,$1,121,065, an increase of $14,572,$19,549, or 2.09%1.68%, from $698,162$1,102,517 for the sixnine months ended JuneSeptember 30, 2011. Expenses were slightly higher in the second quarter ofnine months ending September 2012 due to payments made on the landscaping used to finish the pump house/lake conversion project which started at the end of 2011. This project was completed in April 2012.

17


Depreciation and amortization expenses for the sixnine months ended JuneSeptember 30, 2012 were $55,913, an increase$81,525, a decrease of $2,919,$65 or 5.51%.08% from $52,994$81,590 for the sixnine months ended JuneSeptember 30, 2011. The increasedecrease in depreciation is a resulthas to do with the items written off in prior quarters of the addition of a telephone system capital lease.2012.



Total Expenses

Our overall operating expenses increased to $768,647$1,202,590 for the sixnine months ended JuneSeptember 30, 2012 as compared to $751,156$1,184,107 for the sixnine months ended JuneSeptember 30, 2011. The increase in total expenses was $17,491 or 2.33%$18,483or 1.56% and was primarily due to the payments made to modify the lake.

IncomeLoss from Operations

We had incomeloss from operations of $66,947$85,244 for the sixnine months ended JuneSeptember 30, 2012 as compared to a net incomeloss from operations of $51,565$59,227 for the sixnine months ended JuneSeptember 30, 2011 an increase of 15,382$26,017 or 29.83%43.93%. The increaseincreased loss from operations was due to an increase in our overall general and administrative expenses for the unseasonably early spring mixed withnine months ending September 30, 2012. This was due, in part to increased purchases of supplies such as mats, and rubber tees for the Play All Day packages which continueddriving range as well as new equipment to be one of our biggest sellers.  

repair the ball washers and ball retrieval systems.

Interest Expense

Our interest expense increased by 10.01%9.75% or $24,640$36,039 from $246,065$369,666 for the sixnine months ended JuneSeptember 30, 2011 to $270,705$405,705 for the sixnine months ended JuneSeptember 30, 2012. The difference is due to continued growth of interest due on various leases telephone and loans.

landscape equipment leases..

(Loss) Gain on Property and Equipment

A review of our fixed assets found that some items were no longer in service or had been disposed of. Those items were adjusted in the secondthird quarter of 2012. The loss on property and equipment was $56,772$60,881 as compared to a gain forduring the sixnine months ended JuneSeptember 30, 2011 of $36,533.

Net Loss

The net loss for the sixnine months ended JuneSeptember 30, 2012 was $260,516$554,312 (before non-controlling interest) as compared with a net loss of $158,114$392,507 for the same period in 2011. This is a decreasean increase of $102,402$161,805, or 64.76%29.19% from the same period in 2011. The increased net loss was primarily due to the retiring of fixed assets in 2012.

Additional contributing factors were the costs associated with the modification of the lake, and the additional expenses related to unusually heavy rains and the repairing of damage from those storms in 2012.

The net income attributable to non-controlling interest for the first two quartersnine months of 2012 was $84,686$40,321 as compared to $119,067$105,770 for the same period in 2011. That resulted in net loss attributable to All-American Sport Park of $345,202$594,633 for 2012 as compared to $227,181$498,277 for 2011, an increase of $68,021 over 2011$96,356 or 24.54%119.34%.



Liquidity and Capital

Cash Flows

Our cash and cash equivalents as of September 30, 2012 totaled $6,367 representing a $6,367 increase over December 31, 2011. This increase in available cash was due to the following factors during the period:

Operations:Net cash provided by operating activities during the nine months ended September 30, 2012 were $50,381 as compared to $52,625 used by operating activities during the same period in 2011. The increase is due primarily to a gain on disposal of property and equipment, and also changes in accounts receivable, prepaid expenses and accounts payable and accrued expenses.

Investing:Net cash used by investing activities during the nine months ended September 30, 2012 increased slightly over the same period in 2011. The increased use of cash was due to purchase of property and equipment which totaled $48,671 for the nine months ended September 30, 2012 as compared to $32,878 during the same period in 2011. The increase was due to an insurance claim that paid for damaged equipment in 2011, reducing overall investing.

Financing:Net cash provided by financing activities were $2,757 during the nine months ended September 30, 2012 as compared to $74,852 during the same period in 2011. The decrease was due to a decrease in proceeds from related parties and payments on capital lease obligation.

Commitments

We currently have material commitments for capital leases of Club Car golf carts, a telephone system and our ground lease. We do not anticipate entering into any additional commitments in the next twelve months.

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

18




The following table summarizes our current assets, liabilities, and working capital at JuneSeptember 30, 2012 compared to December 31, 2011.

 

June 30,

2012

 

December 31, 2011

 

Increase / (Decrease)

 September 30,
2012 
 December 31,
2011 
Increase / (Decrease) 

$

%

     $ % 

 

 

 

 

Current Assets

$ 72,531

$ 112,179

$(39,648)

(35.34)%

$13,139 $112,179 (99,040(88.24)% 

Current Liabilities

10,584,041

10,339,033

245,008

2.37%%

 10,801,905  10,339,033  462,872  1.04%

Working Capital Deficit

$ (10,511,510)

$ (10,226,854)

 

 

 10,788,766  10,226,854     

 

 

 

 

 

Cash FlowSources of Liquidity..

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

Satisfaction of our cash obligations for the next 12 months.

As of JuneSeptember 30, 2012, our cash balance was $60,858.$6,367. Our plan for satisfying our cash requirements for the next twelve months is by relying less on-related party financing and using the funds available through our Callaway Golf agreement to help with any cash flow deficiencies. Because we have not anticipated generating sufficient amounts of positive cash flow to meet our working capital requirements, we are continuing to rely on our customer agreement with Callaway Golf that to provide additional capital to help fund our operations.

Given our operating history, predictions of future operating results are difficult to make. Thus, our prospects must be considered in light of the risks, expenses and difficulties frequently encountered by companies in their various stages of commercial viability. Such risks include, but are not limited to, an evolving business model and the management of growth. To address these risks we, among other things, plan to continue to modify our business plan, implement and execute our marketing strategy, develop and upgrade our facilities in a response to our competitor’s developments.

Going Concern

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



recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.

19


Off-Balance Sheet Arrangements

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

Critical Accounting Policies and Estimates

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

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

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

Recent Accounting Developments

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

On January 1,In July of 2012 changes were issued by the Financial Accounting Standards Board (FASB) regarding Entertainment – Films in which it discusses accounting for Fair Value Information That arises after the Measurement Date and its inclusion in the Impairment Analysis of Unamortized Film Costs. There will be no changes in our presentation with regards to conform existing guidancethis new standard as it does not affect our Consolidated Financial Statement.

In June of 2012, the FASB issued an standard regarding fair value measurement and disclosure between GAAP and International Financial Reporting Standards. These changes both clarify the FASB’s intent about the application of existing fair value measurement and disclosure requirements and amend certain principles or requirements for measuring fair value or for disclosing information about fair value measurements. The clarifying changes relate to the applicationBusiness Combinations as a consensus of the highest and best use and valuation premise concepts, measuringFASB Emerging Issues Task Force updated the fair value ofabove standard stating that subsequent accounting for an instrument classified inindemnification asset recognized at the acquisition date as a reporting entity’s shareholders’ equity, and disclosure of quantitative information about unobservable inputs used for Level 3 fair value measurements. The amendments relate to measuring the fair value of financial instruments that are managed within a portfolio; application of premiums and discounts in a fair value measurement; and additional disclosures concerning the valuation processes used and sensitivity of the fair value measurement to changes inunobservable inputs for those items categorized as Level 3, a reporting entity’s useresult of a nonfinancial assetgovernment-assisted acquisition of a financial institution. After reviewing we found that there will be no changes in a way that differs from the asset’s highest and best use, and the categorization by level in the fair value hierarchy for items requiredour presentation with regards to be measured at fair value for disclosure purposes only. Other than the additional disclosure requirements, the adoption of these changes hadthis new as it has no impact on the Consolidated Financial Statements.

20




On January 1,In May of 2012 an Update to the Statement of Cash Flows was issued by the FASB issued changesstating that Not-for-Profit Entities are required to the presentationclassify their sales proceeds of comprehensive income. These changes give an entity the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income eitherdonated financial assets in a single continuous statement of comprehensive income or in two separate but consecutive statements; the option to present components of other comprehensive income as part of the statement of changes in stockholders’ equity was eliminated. The items that must be reported in other comprehensive income or when an item of other comprehensive income must be reclassified to net income were not changed. Additionally, no changes were made to the calculation and presentation of earnings per share. Management elected to present the two-statement option. Other than the change in presentation, the adoption of these changes had no impact on the Consolidated Financial Statements.

In December 2011, the Financial Accounting Standards Board (“FASB”) released Accounting Standards Update No. 2011-10 (“ASU 2011-10”),Property, Plant and Equipment (Topic 360): Derecognition of in Substance Real Estate—cash flows as a Scope Clarification (a consensus of the FASB Emerging Issues Task Force).ASU 2011-10 clarifies when a parent (reporting entity) ceasesForce. This has no implication for us and will not change our Consolidated Cash Flow.

An update to have a controlling financial interestTechnical Amendments and Corrections to SEC Sections: was issued March of 2012 by FASB stating amendments to SEC Paragraphs Pursuant to SEC Staff accounting bulletin No. 114, Technical Amendments pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting standards Update 2010-22 (SEC Update).

In February 2012 an update by FASB was made to Intangibles – Goodwill and Other (Topic 350) regarding testing indefinite live intangible assets for impairment. As well in a subsidiary that is in substance real estate as a result of default onJanuary 2012 an update was made to Health Care Entities (Topic 954) by the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance for Real Estate Sale (Subtopic 360-20). The provisions of ASU 2011-10 are effective for public companies for fiscal years and interim periods within those years, beginning on or after June 15, 2012. When adopted, ASU 2011-10 is not expected to materially impact the consolidated financial statement.FASB regarding continuing care retirement communities – refundable advance fees.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

As of the end of the period covered by this report, the Company’s management carried out an evaluation, under the supervision of and with the participation of the Chief Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosurecontrolsdisclosure controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act). Based upon that evaluation, the Company’s Chief Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report, to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, completely and accurately, within the time periods specified in SEC rules and forms.

21


.

Changes in Internal Control over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the firstthird 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.

22




PART II--OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

There are no legal proceedings in which the Company is involved at this time.

ITEM 1A. RISK FACTORS.

Not required

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

We did not have any unregistered sales of equity securities during the quarter ended June 30, 2012 that have not been reported in a Current Report on Form 8-K.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the quarter ended June 30, 2012.September

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

Incorporated by reference

Exhibit

FiledPeriodExhibitFiling
number

Exhibit description

Filed

herewith

Form

Period

ending

Exhibit No.

Filing

date

31.1

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

X

31.1 

32.1

Certification of Chief Executive and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

X

     
Certification of Chief Executive and Principal
Financial Officer Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 
X     
32.1 
     

 

23




SIGNATURES

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

ALL-AMERICAN SPORTPARK, INC.
(Registrant)

Date: November 14, 2012 By:/s/ Ronald Boreta 

Ronald Boreta, President, Chief Executive Officer,and Treasurer(On behalf of the Registrant and asPrincipal Financial Officer)

(Registrant)24

 

           Date:  August 14, 2012                                                                             By: /s/ Ronald Boreta                                                   

                                                                                                                          Ronald Boreta, President, Chief Executive Officer,

                                                                                                                          and Treasurer (On behalf of the Registrant and as
                                                                                                                          Principal Financial Officer)