SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 of 15(d) of the
Securities Exchange Act of 1934
April 17, 2006
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Date of Report (date of earliest event reported)
ALL-AMERICAN SPORTPARK, INC.
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Exact name of Registrant as Specified in its Charter
Nevada 0-024970 88-0203976
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State or Other Jurisdiction Commission File IRS Employer Identification
of Incorporation Number Number
6730 South Las Vegas Boulevard, Las Vegas, NV 89119
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Address of Principal Executive Offices, Including Zip Code
(702) 798-7777
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Registrant's Telephone Number, Including Area Code
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 17, 2006 Piercy Bowler Taylor and Kern ("PBTK") notified All-
American SportPark, Inc. (the "Company") that it will decline to stand for
reappointment as the Company's independent registered public accounting firm,
effective immediately.
PBTK performed audits of the Company's consolidated financial statements
for the fiscal years ended December 31, 2005 and 2004. PBTK's reports did not
contain an adverse opinion or disclaimer of opinion. However, PBTK's reports
did include an explanatory paragraph relating to the Company's ability to
continue as a going concern.
During the fiscal years ended December 31, 2005 and 2004 and through
April 17, 2006, (i) there have been no disagreements with PBTK on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which disagreement(s), if not resolved to PBTK's
satisfaction, would have caused PBTK to make reference to the subject matter
of the disagreement(s) in connection with its reports for such year, and (ii)
there were no "reportable events" as such term is defined in Item
304(a)(1)(iv) of Regulation S-B.
The Company has commenced a search for a new independent registered
public accountant. The Company does not currently have an audit committee, and
so the entire Board of Directors serves in that capacity. The Company will
file a Form 8-K as required by SEC rules upon engaging a new independent
registered public accounting firm.
The Company provided PBTK with a copy of this Form 8-K prior to its
filing with the SEC and requested PBTK to furnish a letter addressed to the
SEC stating whether it agrees with the statements made above. Attached as
Exhibit 16.1 to this Report is a copy of PBTK's letter to the SEC, dated
April 21, 2006.
ITEM 9.01 EXHIBITS.
16 Letter of Piercy Bowler Taylor and Kern, dated April 21, 2006,
addressed to the Securities and Exchange Commission.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALL-AMERICAN SPORTPARK, INC.
Date: April 21, 2006 By: /s/ Ronald S. Boreta
Ronald S. Boreta, President