Organizational Structure And Basis Of Presentation | NOTE 1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION a. On October 18, 2016, All-American Sportpark, LLC (“AASP” or the “Company”) completed the closing of the Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. As a result of the closing of the Transfer Agreement, the Company now has no or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Securities Exchange Act . The Company currently has no employees. b. PRINCIPLES OF CONSOLIDATION The consolidated financial statements of All-American SportPark, Inc. (“AASP”) included herein, presented in accoradance with United States generally accepted accounting principles and stated in US dollars, include the accounts of AASP and its 51% owned subsidiary, All-American Golf Center, Inc. (“AAGC”), collectively the “Company” through October 18, 2016. All significant intercompany accounts and transactions have been eliminated. The Company’s business operations consisting solely of the TaylorMade Golf Experience (“TMGE”) are included in AAGC. On June 10, 2016, the Company entered into a Transfer Agreement for the sale and transfer of the Company’s 51% interest in All American Golf Center, Inc. (“AAGC”), which constituted substantially all of the Company’s assets. On October 18, 2016, the Company completed the closing of the Transfer Agreement pursuant to which the Company transferred the 51% interest in AAGC to Ronald Boreta and John Boreta (the “Boretas”), and also issued to the Boretas 1,000,000 shares of the Company’s common stock, in exchange for the cancellation of promissory notes held by the Boretas and accrued interest of $8,864,255. In connection with the closing of the Transfer Agreement, AAGC assumed the obligation of the Company to pay Ronald Boreta for deferred salary of $342,500. In addition, AAGC cancelled $4,267,802 in advances previously made by it to the Company to fund its operations. Also in connection with the closing of the Transfer Agreement, entities controlled by the Boretas cancelled $1,286,702 owed to them by the Company. In addition, the Company cancelled $24,523 of amounts due from entities controlled by the Boretas. Also, as a result of the Transfer Agreement, on October 18, 2016, the Company derecognized the assets and liabilities of AAGC. The sale and transfer of the Company’s 51% interest in AAGC to the controlling shareholders of the Company is a common control transaction and recorded at book value. Any difference between the proceeds received by the Company and the book value of assets and liabilities of AAGC, cancellation of promissory notes and accrued interest, assumption of deferred salary, cancellation of amounts due to and due from entities controlled by the Boretas is recognized as a capital transaction with no gain or loss recorded. The assets and liabilities transferred and debts cancelled and assumed is summarized below: AASP AAGC Total Accounts receivable $ — $ 23,080 $ 23,080 Prepaid expenses and other current — 32,992 32,992 Property and equipment, net — 443,775 443,775 Cash is excess of available funds — -34,405 -34,405 Accounts payable and accrued expenses -309,979 -309,979 Accounts payable and accrued expenses – related party (342,500) -214,063 -556,563 Deferred revenue — -171,345 -171,345 Notes payable – related party -3,300,149 -1,034,077 -4,334,226 Due to related party -1,262,179 -554,022 -1,816,201 Capital lease obligation — -41,381 -41,381 Accrued interest payable – related party -5,600,502 -946,513 -6,547,015 Intercompany account -4,267,802 4,267,802 — Deferred rent liability — -525,778 -525,778 Issuance of 1,000,000 shares of common stock of the Company 1,000 — 1,000 Non-controlling interest — -441,187 -441,187 Increase in additional paid-in capital 14,772,132 -494,899 14,277,233 $ — $ — $ — As a result of the closing of the Transfer Agreement, the Company now has no or nominal operations and no or nominal assets and is therefore considered to be a “Shell Company” as that term is defined in Rule 12b-2 of the Exchange Act. As of December 31, 2016 the business activities of AAGC are classified as held for sale in accordance with ASC 205-20 ”Discontinued operation” The following tables summarize the results from discontinued operations: Period Ended October 18, 2016 Year Ended December 31, 2015 Revenue $ $ 1,491,832 $ 1,850,323 Revenue – related party 79,167 166,779 Total revenue 1,570,999 2,017,102 Cost of revenue 437,566 620,296 Gross profit 1,133,433 1,396,806 Selling, general, administrative and depreciation 991,654 1,187,983 Loss from discontinued operations 141,779 208,823 Interest expense (104,707 ) (120,981 ) Income from discontinued operations before provision for income tax tataax inciincome taxes 37,072 87,842 (Provision) benefit for income taxes - - Net income of AAGC $ $ 37,072 $ 87,842 December 31 2015 Assets Current assets: Accounts receivable $ 18,339 Prepaid expenses and other current assets 20,857 Total current assets 39,196 Property and equipment, net 526,019 Total assets $ 565,215 Liabilities and Stockholders’ Deficit Current liabilities: Cash in excess of available funds $ 29,368 Accounts payable and accrued expenses 13,640 Accounts payable and accrued expenses – related party 452,317 Current portion of deferred revenue 125,000 Current portion of notes payable – related party 999,077 Current portion of due to related parties 511,220 Current portion of capital lease obligation 32,082 Accrued interest payable – related party 868,683 Total current liabilities 3,031,387 Capital lease obligation 33,623 Deferred revenue 100,000 Deferred rent liability 560,438 Total long-term liabilities 694,061 TOTAL LIABILITIES 3,725,448 CARRYING VALUE OF AAGC $ (3,160,233 ) c. BUSINESS ACTIVITIES At this time, the Company’s purpose is to seek, investigate and, if such investigation warrants, acquire an interest in business opportunities presented to the Company by persons or firms who or which desire to seek the perceived advantages of a corporation whose securities are registered pursuant to the Exchange Act. The Company will not restrict our search to any specific business or geographical location. d. RECLASSIFICATIONS Certain reclassifications have been made in prior periods’ financial statements to conform to classifications used in the current period. |