UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended: December 31, 2006
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from: _____ to ____
Commission File No. 0-024970
ALL-AMERICAN SPORTPARK, INC.
----------------------------------------------
(Name of Small Business Issuer in its Charter)
NEVADA 88-0203976
------------------------------- ------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identi-
Incorporation or Organization) fication No.)
6730 South Las Vegas Boulevard, Las Vegas, NV 89119
------------------------------------------------------------
(Address of Principal Executive Offices, Including Zip Code)
Issuer's Telephone Number: (702) 798-7777
Securities Registered Pursuant to Section 12(b) of the Act: None.
Securities Registered Pursuant to Section 12(g) of the Act:
COMMON STOCK, $.001 PAR VALUE
-----------------------------
(Title of each class)
Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X] No [ ]
Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
State issuer's revenues for its most recent fiscal year: $2,207,979.
As of March 21, 2007, 3,502,000 shares of common stock were outstanding, and
the aggregate market value of the common stock of the Registrant held by non-
affiliates was approximately $410,000.
Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]
Documents Incorporated By Reference: None.
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
BUSINESS DEVELOPMENT
The Company's business began in 1974 when Vaso Boreta, the Company's
Chairman of the Board, opened a "Las Vegas Discount Golf & Tennis" retail
store in Las Vegas, Nevada. This store, which is still owned by Mr. Boreta,
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 to All-American SportPark, Inc. ("AASP") on December 14,
1998.
Sports Entertainment Enterprises, Inc. ("SPEN"), formerly known as Las
Vegas Discount Golf & Tennis, Inc. ("LVDG"), 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.
In 1996, the Company sold 500,000 shares of Series A Convertible
Preferred Stock to Three Oceans Inc. ("TOI"), an affiliate of SANYO North
America Corporation, for $5,000,000 in cash pursuant to an Investment
Agreement between the Company and TOI. The Company used these proceeds to
fund part of the development costs of its All-American SportPark property in
Las Vegas. In March 2001, the Company repurchased all of the shares of Series
A Convertible Preferred Stock from TOI for $5,000 in cash. Once repurchased,
the shares were retired.
On December 16, 1996, the Company and its majority shareholder, SPEN,
entered into negotiations pursuant to an "Agreement for the Purchase and Sale
of Assets" to sell all but one of the four retail stores owned by SPEN, all of
SPEN's wholesale operations and the entire franchising business of the Company
to Las Vegas Golf & Tennis, Inc., an unaffiliated company. On February 26,
1997, the Company and SPEN completed this transaction.
In connection with the sale of the above-described assets, SPEN and the
Company agreed not to compete with the buyer in the golf equipment business
except that the Company is permitted to sell golf equipment at its Callaway
Golf Center business. In addition, the Buyer granted Boreta Enterprises,
Ltd., a limited partnership owned by Vaso Boreta, Ron Boreta, Vaso's son and
President of the Company, and John Boreta, Vaso's son and a principal
shareholder of SPEN, the right to operate "Las Vegas Discount Golf & Tennis"
stores in southern Nevada, except for the Summerlin area of Las Vegas, Nevada.
Likewise, the buyer is restricted from operating stores in southern Nevada
except for the Summerlin area of Las Vegas, Nevada.
2
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 is located on the world famous Las Vegas "Strip" at
the corner of Las Vegas Boulevard and Sunset Road which is just south of
McCarran International Airport and several of Las Vegas' major hotel/casino
properties such as Mandalay Bay and the MGM Grand. The property is also
adjacent to the Interstate 215 beltway that will eventually encircle the
entire Las Vegas valley. On 42 acres of the property is the Callaway Golf
Center that opened for 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.
On June 20, 1997, the lessor of the 65-acre tract ("Landlord") agreed
with the Company to cancel the original lease and replace it with two separate
leases. The lease for the SportPark commenced on February 1, 1998 with a base
rent of $18,910 per month and was cancelled in connection with the disposition
of the SportPark in May 2001; the lease for the Callaway Golf Center is for
fifteen years with options to extend for two additional five-year terms. The
lease for the Callaway Golf Center[TM] 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 professional tennis player.
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.
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[TM] ("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.
3
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. There are over 132,000 hotel rooms in Las
Vegas with an average occupancy of 89.7%, and seventeen of the top twenty
largest hotels in the world are within a few miles of the CGC including the
MGM Grand, Mandalay Bay, Luxor, Bellagio, and the Monte Carlo. The CGC is
also adjacent to McCarran International Airport, the fifth busiest airport in
the world for passenger traffic. McCarran International Airport had it busiest
year in its history with 46.2 million passengers passing through the terminal
in 2006. The Las Vegas valley residential population approximates 2.0
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, waterfall features, and an island green. Pro-line equipment
and popular brand name golf balls are utilized. In addition to the driving
range, the CGC has a lighted, nine-hole, par three golf course, 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 CGC has a lease agreement with St. Andrews Golf Shop for the
provision of sales of golf retail merchandise. The lease is for fifteen years
ending in October 2012. The lessee pays a fixed monthly rental for its office
and retail space.
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.
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
4
for a term beginning on December 30, 1998 and ending upon termination of the
land lease on the CGC. The Company paid a one-time fee for this 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 transaction 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 of 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"). In
connection with the issuance of the 35 percent interest in AAGC to the
Landlord, the Company and the Landlord entered into a Stockholders Agreement
that provides certain restrictions and rights on the AAGC shares issued to the
Landlord. The Landlord is permitted to designate a non-voting observer of
meetings of AAGC's Board of Directors. In the event of an uncured default of
the lease for the CGC, so long as the Landlord holds a 25% interest in AAGC,
the Landlord will have the right to select one director of AAGC. As to matters
other than the election of Directors, the Landlord has agreed to vote its
shares of AAGC as designated by the Company.
LIABILITY INSURANCE
The Company has a comprehensive general liability insurance policy to
cover possible claims for injury and damages from accidents and similar
activities. Although management of the Company believes that its insurance
levels are sufficient to cover all future claims, there is no assurance it
will be sufficient to cover all future claims.
MARKETING
The marketing program for the CGC is focused primarily on the local
individual customers with increasing emphasis on the individual tourist market
because of the CGC's proximity to most of the major resorts in Las Vegas. The
CGC focuses its marketing efforts principally on print media that has proven
to be effective for the local market. For the tourist market, the Company has
instituted taxi programs, rack cards, and print media in tourist publications
that are located in the Las Vegas hotels and hotel rooms. Also, the CGC, has
implemented programs to attract more group events, clinics, and other special
promotional events. In February of 2004, a 30 ft. pylon sign with a reader
board was installed in front of the CGC. The sign makes the general public
aware of various programs, specials and information on events and other
activities taking place within the CGC. Once installed, the CGC began random
customer information surveys to provide information on how guests heard of the
CGC. Over half stated that they came into the CGC because they saw the new
sign.
5
The CGC, which includes a nine-hole par 3 golf course, driving range, and
clubhouse, is designed to provide a country club atmosphere for the general
public.
The Company's marketing efforts toward establishing additional CGC-type
locations have been directed towards a number of large existing and potential
markets for which there can be no assurance of financial success. Further, to
expand the concept for CGC-type facilities beyond the Las Vegas location could
require considerably more financial and human resources than presently exists
at the Company.
FIRST TEE PROGRAM
In March 2002, the CGC became the official home in southern Nevada for
the national First Tee program. The First Tee program is a national
initiative started in November 1997 by the World Golf Foundation. First Tee
is a program sponsored by the PGA Tour, the LPGA, the PGA of America, the
United States Golf Association, and Augusta National Golf Club. The First Tee
program was formed to eliminate access and affordability issues for children,
especially economically disadvantaged children, to participate in the game of
golf. In research conducted by the National Golf Foundation, it was noted
that only two percent of children through age 17 ever try golf and only five
percent of our nation's golfers were minorities. The CGC is proud to be part
of the First Tee program and believes it will offer many opportunities for the
Company in the years ahead.
COMPETITION
Any golf/amusement facilities developed by the Company will compete with
any other family/sports attractions in the area where such facilities are
located. Such attractions could include amusement parks, driving ranges,
water parks, and any other type of family or sports entertainment. The
Company will be relying on the combination of active user participation in the
sports activities and uniqueness of the Park features, attractive designs, and
competitive pricing to encourage visitation and patronage.
In the Las Vegas market, the Company has competition from other golf
courses, family entertainment centers, and entertainment provided by
hotel/casinos. Company management believes the CGC has a competitive
advantage in the Las Vegas market because of its strategic location, product
branding, alliances, and extent of facilities balanced with competitive
pricing that is unlike any competitor in the market.
The Company's competition includes other golf facilities within the Las
Vegas area that provide a golf course and driving range combination and/or a
night lighted golf course. Management believes that the CGC is able to
compete because it is unique in providing a branded partnership with Callaway
and giving the Las Vegas community one of the largest golf training facilities
in the western United States. In addition, several Las Vegas hotel/casinos
own their own golf courses that cater to high-roller/VIP tourists. The CGC is
able to compete against these facilities because it offers a competitively
priced golf facility with close proximity to the Las Vegas "Strip" properties
where a non-high-roller/VIP tourist can come to enjoy a Las Vegas golf
experience.
6
EMPLOYEES
As of March 16, 2007, there were 3 full-time and 1 part-time employees at
the Company's executive offices, and 3 full-time and 20 part-time employees at
CGC.
ITEM 2. DESCRIPTION OF THE PROPERTY.
The Company's corporate offices are located inside the clubhouse building
of the CGC at 6730 South Las Vegas Boulevard, Las Vegas, Nevada 89119. The
CGC property occupies approximately 42 acres of leased land described in ITEM
1. DESCRIPTION OF BUSINESS, BUSINESS DEVELOPMENT. The CGC was opened October
1, 1997. The property is in good condition both structurally and in
appearance. There were certain construction defects that are discussed below
in ITEM 3. LEGAL PROCEEDINGS. There were minor defects to the building but
they have been repaired. Other construction not related to the building
involved adjoining concrete sidewalks and walkways. Temporary repairs have
been made and a permanent correction will be made upon final settlement of the
lawsuit. The Company owns 65% of the CGC through its subsidiary, AAGC.
A ten-year note payable secured by a first deed of trust exists on the
CGC in the original amount of $1 million payable without interest, in
quarterly installments of $25,000 beginning December 1998.
The CGC has two tenant operations: (1) The St. Andrews Golf Shop that
occupies approximately 4,300 square feet for golf retail sales and pays a
fixed monthly rent that includes a prorated portion of maintenance and
property tax expenses of $13,104 for its retail and office space. The lease
is for fifteen years ending in 2012, and (2) a restaurant that features an
outdoor patio overlooking the golf course and driving range with the Las Vegas
"Strip" in the background. Beginning in the first quarter of 2006, restaurant
lease revenue will be equal to the greater of $4,000 per month or 8% of gross
sales (as defined in the contract). If the lease is extended the minimum rent
shall increase by 4% per year and every year thereafter. The lease expired in
first quarter of 2007 and the lessee exercised the option to continue
operations at the CGC for an additional four-year period.
ITEM 3. LEGAL PROCEEDINGS
Except for the complaints described in the following paragraphs, the
Company is not presently a party to any legal proceedings, except for routine
litigation that is incidental to the Company's business.
The Company is plaintiff in a lawsuit against Western Technologies and
was awarded a judgment of $660,000 in March 2003. Western Technologies has
appealed the judgment to the Nevada Supreme Court (the "Court"). Western
Technologies was required to and did file a bond in the amount of the judgment
to date, which is approximately $1,180,000 including the judgment, interest,
and attorney's fees. In October 2006, the "Court" ruled in favor of the
defendant but the Company is pursuing several claims against the defendant.
On May 31, 2005, Sierra SportService, Inc. the Company's tenant, who
operated the restaurant in CGC, ceased operations. Sierra SportService filed
a notice of default pertaining to the restaurant concession agreement and
against all guarantors of that agreement. A settlement was reached on
November 18, 2005 for a total amount of $800,000, of which the AASP paid
$700,000 and the remaining $100,000 was paid by AAGC, which is 65% owned by
the Company. The funds used to make these payments were borrowed from ANR,
LLC, an entity owned by Andre K. Agassi and Perry Craig Rogers.
7
In December 2005, the Company commenced an arbitration proceeding before
the American Arbitration Association against Urban Land of Nevada ("Urban
Land") seeking reimbursement of the $800,000 paid in settlement of the Sierra
SportService matter plus fees and costs pursuant to the terms of the Company's
agreements with Urban Land which owns the property on which the CGC is
located. Urban Land filed a counterclaim against the Company seeking to
recover damages related to back rent allegedly owed by Company of
approximately $600,000. In addition, Urban land claims the Company misused an
alleged $880,000 settlement related to construction defects lawsuits. An
arbitrator has been appointed in the American Arbitration Association and
arbitration is scheduled for October 2007.
Urban land has also filed another lawsuit against the Company and claims
against other parties in the arbitration proceeding. The claims against the
Company remain essentially identical to the claims above. The other parties
include, among others, Ronald S. Boreta, the President of the Company; Vaso
Boreta, Chairman of the Board of the Company; and Boreta Enterprise, Ltd., a
principal shareholder of the Company. The other party claims allege that the
Company and others defrauded otherwise injured Urban Land in connection with
Urban Land entering into certain agreements in which the Company is a party.
The Company has filed a motion to dismiss against the plaintiff's claims in
this lawsuit but the Court provided the plaintiff with a limited amount of
discovery. The discovery process has begun and depositions have been
scheduled into May 2007.
On February 10, 2006, Urban Land filed a notice of default on the CGC
ground lease claiming that certain repairs to the property had not been
performed or documented. The Company filed a lawsuit to prevent Urban Land
from declaring the Company in default of its lease. These claims in the notice
of default have been added in the above arbitration proceeding.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
None.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
MARKET INFORMATION. The Company's common stock is traded in the over-
the-counter market and is quoted on the OTC Bulletin Board under the symbol
AASP. The following table sets forth the closing high and low sales prices of
the common stock for the periods indicated. The quotations reflect inter-
dealer prices, without retail markup, markdown or commission and may not
represent actual transactions.
HIGH LOW
------- -------
Year Ended December 31, 2006:
First Quarter $0.47 $0.25
Second Quarter $0.33 $0.25
Third Quarter $0.25 $0.19
Fourth Quarter $1.85 $0.17
Year Ended December 31, 2005:
First Quarter $1.19 $0.23
Second Quarter $0.81 $0.32
Third Quarter $0.44 $0.28
Fourth Quarter $0.45 $0.28
8
HOLDERS. The number of holders of record of the Company's $.001 par
value common stock at February 28, 2007 was approximately 1,040. This does
not include approximately 1,000 shareholders who hold stock in their accounts
at broker/dealers.
DIVIDENDS. Holders of common stock are entitled to receive such
dividends as may be declared by the Company's Board of Directors. No
dividends have been paid with respect to the Company's common stock and no
dividends are expected to be paid in the foreseeable future. It is the
present policy of the Board of Directors to retain all earnings to provide for
the growth of the Company. Payment of cash dividends in the future will
depend, among other things, upon the Company's future earnings, requirements
for capital improvements and financial condition.
SALES OF UNREGISTERED SECURITIES. During the quarter ended December 31,
2006, the Company issued a total of 102,000 share of common stock to three
persons in a private transaction. The shares were issued to two members of
the Company's Board of Directors and one employee in exchange for prior
services provided to the Company. Each of these persons had complete access
to information concerning the Company and each of them are sophisticated
investors. The Company relied on Section 4(2) of the Securities Act of 1933,
as amended, as transactions not involving a public offering. The certificates
issued to these persons bear restrictive legends and the stop transfer orders
have been given to the transfer agent with respect to these shares.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
The following information should be read in conjunction with the
Company's Consolidated Financial Statements and the Notes thereto included in
this report.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our consolidated financial statements are prepared in accordance with
accounting principles generally accepted in the United States ("GAAP"). In
connection with the preparation of the financial statements, we are required
to make assumptions and estimates about future events that affect the reported
amounts of assets, liabilities, revenue, expenses and the related disclosures.
We base our assumptions and estimates on historical experience and other
factors that management believes is relevant at the time our consolidated
financial statements are prepared. On a periodic basis, management reviews
the accounting policies, assumptions and estimates to ensure that our
financial statements are presented fairly and in accordance with GAAP.
However, because future events and their effects can not be determined with
certainty, actual results could differ from the estimates and assumptions, and
such differences could be material.
Our significant accounting policies are discussed in Note 2, Summary of
Significant Accounting Policies in the Notes to the Consolidated Financial
Statements. The following accounting policies are most critical in fully
understanding and evaluating our reported financial results.
Stock Based Compensation
The Company adopted Statement of Financial Accounting Standards ("SFAS")
No. 123, ("SFAS 123R"), Share Based Payment. This SFAS requires the Company
to measure the cost of employee stock-based compensation awards granted based
9
on the grant date fair value of those awards and to record the cost as
compensation expense over the period during which the employee is required to
perform services in exchange for the award (generally over the vesting period
of the award). The Company currently does not have any options that are not
fully vested.
Leasehold Improvements and Equipment
Leasehold improvements and equipment are stated at cost and are
depreciated or amortized using the straight-line basis over the lesser of the
lease term (including renewal periods, when the Company has both the intent
and ability to extend the lease)or the useful lives of the assets, generally 3
to 15 years.
Revenues
The Company primarily earns revenue from golf course green fees, driving
range ball rentals and golf and cart rentals which are recognized when
received as payments for the services provided. Lease and sponsorship
revenues are recognized as appropriate when earned.
RECENT ACCOUNTING PRONOUNCEMENTS
In December 2004, the Financial Accounting Standards Board (FASB) issued
SFAS No. 123 (Revised 2004), Share-Based Payment (SFAS 123R). SFAS 123R
requires that compensation cost related to share-based employee compensation
transactions be recognized in the financial statements. The Company
implemented "SFAS 123R" as of December 21, 2005 as required by the standard.
The adoption of SFAS 123R's fair value method is expected to have a
significant impact on future results of operations only when new options are
granted, none of which are presently contemplated.
OVERVIEW
The Company's operations consist of the management and operation of the
CGC. The CGC includes the Divine Nine par 3 golf course fully lighted for
night golf, a 110-tee two-tiered driving range, a 20,000 square foot clubhouse
which includes the Callaway Golf fitting center and Pro Shop and two tenants,
the Saint Andrews Golf Shop retail store and a restaurant.
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. Starting in 2006, significant
commercial, industrial and residential development, along with an expansion of
the international airport, is planned. As a result of this planned
development, the Company expects the CGC name recognition to increase
significantly and revenues to be impacted favorably but to an extent that
cannot be predicted.
RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2006 VERSUS YEAR ENDED
DECEMBER 31, 2005.
REVENUES. Revenues of the Callaway Golf Center ("CGC") for 2006
increased 2.6% or $55,112 to $2,207,979 compared to $2,152,867 in 2005. Golf
cart rental revenue increased by $40,177 to $214,182 in 2006 from $174,005 in
2005 due an increase in price of cart rentals that occurred at the end of
second quarter of 2006. Golf course green fees decreased by $33,774 to
$655,581 in 2006 compared to $689,355 in 2005 due to unusually hot summer in
2006 that resulted in the golf center offering discounts earlier than it had
10
in the prior year. The unusually hot weather increased driving range revenues
by $17,354 from $778,360 to $761,006 for 2006 and 2005 respectively, as
customers preferred to use the shaded golf range instead of the golf course.
Golf club rentals increased slightly to $104,451 in 2005 compared to $101,434
in 2005. Golf lesson fees increased by $13,261 to $222,286 in 2006 from
$209,025 in 2005 due to an upgrade in the golf professional providing lessons
and the addition of another golf pro on staff. Tenant income increased by
$21,105 to $197,248 in 2006 compared to $176,143 in 2005. This is due to the
restaurant being closed in May 2005 and did not reopen until March 2006.
Other revenues decreased by $7,016 due to a decrease in soda commission as the
result of the restaurant reopening in 2006.
COST OF REVENUES. Costs of revenues increased by 12.9% or $68,502 to
$597,763 in 2006 compared to $529,261 in 2005. Payroll for the activities
counter increased by $18,425 to $75,403 in 2006 from $56,978 in 2006 due to
addition of assistant manager and mid shift cashier at the end of 2005 and
second quarter of 2006 respectively. The payroll for park services also
increased by $24,080 from $62,874 from $86,953 in 2005 due additional salaried
supervisor hired in February 2006. Other cost of goods, mainly comprised of
driving range supplies like golf balls and miscellaneous supplies, increased
by $20,426 to $61,502 in 2006 compared to $41,076 in 2005. In addition, golf
supplies also increased $9,408 due to purchase of two-year supply of blank
scorecards and claim checks in 2006.
SELLING, GENERAL AND ADMINISTRATIVE ("SG&A"). SG&A expenses consist
principally of administrative payroll, rent, professional fees and other
corporate costs. These expenses decreased by 31.3% or $920,167 to $2,018,384
in 2006 from $2,938,551 in 2005. The decrease is mainly due to having no
settlement and litigation expenses in 2006 compared to $800,000 settlement for
the Sierra Sportservice, Inc. litigation in the prior year. Lease expense
decreased by $107,069 from $544,954 in 2006 to $437,885 as a payment was made
in September 2005 to pay all unpaid incremental increases in the rent to Urban
Land for the land on which CGC is located prior to this date to the
commencement date of the lease. CGC has paid all rent increases since that
date in accordance with the land lease. There was no bad debt expense in 2006
compared to $24,764 of expense in 2005 related to the Sports Entertainment
Enterprises, Inc. sale in 2005. Additional amounts owed to the company were
written off in first quarter of 2005 as bad debt expense. This was a decrease
in landscaping services of $33,591 to $371,221 from $404,812 in 2006 and 2005
respectively. This decrease was due to the Company to settlement paid to a
prior landscaping contractor in the first six months of 2005. Offsetting
these decreases was an increase in audit and tax fees of $37,305 from $51,862
in 2005 to $89,167 in 2006 due a change in the Company's registered public
accounting firm and responding to SEC comment letters in comment letters in
2006.
DEPRECIATION AND AMORTIZATION. Depreciation and amortization decreased
21.3% to $74,828 in 2006 compared to $95,122 in 2005 due to the Company making
no new large fixed asset additions in either 2006 or 2005.
OTHER INCOME AND INTEREST EXPENSE. Interest expense increased slightly
by $736 to $504,547 in 2006 compared to $503,811 in 2005 due to the issuance
of additional notes payable to related parties offset by the pay down of third
party debt. In August of 2006 the Company sold 10,000 shares of CKx Inc.
stock that resulted in loss of $11,033.
11
LIQUIDITY AND CAPITAL RESOURCES
Working capital needs have been helped by favorable payment terms and
conditions included in our notes payable to related parties. Management
believes that additional notes could be negotiated, if necessary, with similar
payment terms and conditions.
The Company has various notes payable to related parties (ITEM 12.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS). In December 2006, four notes
totaling $220,000 and related interest of $223,651 were to mature but the
maturity dates were extended until March 31, 2007. In December 2005, the
current note balance due including the related interest totaling $617,690 was
forgiven. The effects of these extinguishments on the Company's current and
future liquidity was, of course, to permanently eliminate the obligations for
the related short-term cash outflows for the amounts of each forgiveness, thus
enabling the Company to meet other obligations timely and continue its
business operations without interruption at least for the short-term.
In 2006 and 2005, the Company's cash flows from investing activities were
comprised of cash expenditures of approximately $41,300 and $32,100 for
capital asset additions and the sale of 10,000 shares of CKx, Inc. stock that
netted $113,967. The proceeds of loans from related parties of approximately
$216,522 and $1,245,000, net of current year repayments, constitutes
substantially all of the Company's financing cash activities.
We believe that continued development of the south strip directly
adjacent the property will continue to result in increased revenues.
Nevertheless for reasons described below and in Note 1.d. to the
consolidated financial statements, in its report dated March 28, 2007 the
Company's independent auditors have expressed substantial doubt as to the
Company's ability to continue as a going concern.
As of December 31, 2006, the Company had a working capital deficit of
$2,874,740 as compared to a working capital deficit of $1,875,279 at December
31, 2005. The increase in the working capital deficit is primarily due to the
issuance of new notes and the extension of maturity dates to notes payable to
related parties.
AASP management believes that its continuing operations may not be
sufficient to fund operating cash needs and debt service requirements over at
least the next 12 months. As such, management plans on seeking other sources
of funding as needed, which may include Company officers or directors or other
related parties. In addition, management continues to analyze all operational
and administrative costs of the Company and has made and will continue to make
the necessary cost reductions as appropriate.
Management continues to seek out financing to help fund working capital
needs of the Company. In this regard, management believes that additional
borrowings against the CGC could be arranged although there can be no
assurance that the Company would be successful in securing such financing or
with terms acceptable to the Company.
Among its alternative courses of action, management of the Company may
seek out and pursue a business combination transaction with an existing
private business enterprise that might have a desire to take advantage of the
Company's status as a public corporation. There is no assurance that the
Company will acquire a favorable business opportunity through a business
combination. In addition, even if the Company becomes involved in such a
12
business opportunity, there is no assurance that it would generate revenues or
profits, or that the market price of the Company's common stock would be
increased thereby.
There are no planned material capital expenditures in 2007.
FORWARD LOOKING STATEMENTS
Certain information included in this annual report contains statements
that are forward-looking, such as statements relating to plans for future
expansion and other business development activities, as well as other capital
spending, financing sources, the effects of regulations and competition. Such
forward-looking information involves important risks and uncertainties that
could significantly affect anticipated results in the future and, accordingly,
such results may differ from those expressed in any forward-looking statements
by or on behalf of the Company. These risks and uncertainties include, but are
not limited to, those relating to dependence on existing management, leverage
and debt service (including sensitivity to fluctuations in interest rates),
domestic or global economic conditions (including sensitivity to fluctuations
in foreign currencies), changes in federal or state tax laws or the
administration of such laws, changes in regulations and application for
licenses and approvals under applicable jurisdictional laws and regulations.
ITEM 7. FINANCIAL STATEMENTS.
The consolidated financial statements are set forth on pages F-1 through
F-16 hereto.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
On April 17, 2006, Piercy Bowler Taylor and Kern ("PBTK") notified the
Company that it would 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.
On May 10, 2006, the Company engaged the accounting firm of L.L.
Bradford & Company, LLC ("L.L. Bradford") to serve as the Company's
independent registered public accounting firm. Through May 10, 2006, neither
the Company nor anyone on its behalf consulted with L.L. Bradford with respect
to the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be rendered
on the Company's financial statements, or any other matter or reportable event
as set forth in Item 304 of Regulation S-B.
13
ITEM 8A. CONTROLS AND PROCEDURES.
As of December 31, 2006, under the supervision and with the participation
of the Company's Chief Executive Officer and Principal Financial Officer,
management has evaluated the effectiveness of the design and operations of the
Company's disclosure controls and procedures. Based on that evaluation, the
Chief Executive Officer and Principal Financial Officer concluded that the
Company's disclosure controls and procedures were effective as of December 31,
2006. There have been no changes in internal control over financial reporting
that occurred during the fourth 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.
ITEM 8B. OTHER INFORMATION
None
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The Directors and Executive Officers of the Company are as follows:
NAME AGE POSITIONS AND OFFICES HELD
------------------ --- ------------------------------------
Ronald S. Boreta 44 President, Chief Executive Officer,
Treasurer, Secretary and Director
Vaso Boreta 72 Chairman of the Board of Directors
Robert R. Rosburg 79 Director
William Kilmer 66 Director
Except for the fact that Vaso Boreta and Ronald Boreta are father and
son, respectively, there is no family relationship between any Director or
Officer of the Company.
The Company does not currently have an audit committee or an "audit
committee financial expert" because it is not legally required to have one and
due to the limited size of the Company's operations, it is not deemed
necessary. The Company presently has no compensation or nominating committee.
All Directors hold office until the next Annual Meeting of Shareholders.
Officers of the Company are elected annually by, and serve at the
discretion of, the Board of Directors.
The following sets forth biographical information as to the business
experience of each officer and director of the Company for at least the past
five years.
RONALD S. BORETA has served as President of the Company since 1992, Chief
Executive Officer (Principal Executive Officer) since August 1994, Principal
Financial Officer since February 2004, and a Director since its inception in
1984. The Company has employed him since its inception in March 1984, with the
14
exception of a 6-month period in 1985 when he was employed by a franchisee of
the Company located in San Francisco, California. Prior to his employment by
the Company, Mr. Boreta was an assistant golf professional at San Jose
Municipal Golf Course in San Jose, California, and had worked for two years in
the areas of sales and warehousing activities with a golf discount store in
South San Francisco, California. Mr. Boreta devotes 90% of his time to the
business of the Company.
VASO BORETA has served as Chairman of the Board of Directors since August
1994, and has been an Officer and Director of the Company since its formation
in 1984. In 1974, Mr. Boreta first opened a specialty business named "Las
Vegas Discount Golf & Tennis," which retailed golf and tennis equipment and
accessories. He was one of the first retailers to offer pro-line golf
merchandise at a discount. He also developed a major mail order catalog sales
program from his original store. Mr. Boreta continues to operate his original
store, which has been moved to a new location near the corner of Flamingo and
Paradise roads in Las Vegas. Mr. Boreta devotes approximately ten percent of
his time to the business of the Company.
ROBERT R. ROSBURG has served as a Director of the Company since August
1994. Mr. Rosburg has been a professional golfer since 1953. From 1953 to
1974 he was active on the Professional Golf Association tours, and since 1974
he has played professionally on a limited basis. Since 1975 he has been a
sportscaster on ABC Sports golf tournament telecasts. Since 1985 he has also
been the Director of Golf for Rams Hill Country Club in Borrego Springs,
California. Mr. Rosburg received a Bachelor's Degree in Humanities from
Stanford University in 1948.
WILLIAM KILMER has served as a Director of the Company since August 1994.
Mr. Kilmer is a retired professional football player, having played from 1961
to 1978 for the San Francisco Forty-Niners, the New Orleans Saints and the
Washington Redskins. Since 1978, he has toured as a public speaker and also
has served as a television analyst. Mr. Kilmer received a Bachelor's Degree
in Physical Education from the University of California at Los Angeles.
SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE
Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, no persons who were either a
director, officer, beneficial owner of more than ten percent of the Company's
common stock, failed to file on a timely basis reports required by Section
16(a) of the Exchange Act during the most recent fiscal year.
CODE OF ETHICS
The Company has not yet adopted a code of ethics that applies to the
Company's principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions, due
to the limited size of the Company's operations and limited financial
resources. There have been several accounting personnel changes and the Board
of Directors may consider adopting a code of ethics in the future.
ITEM 11. EXECUTIVE COMPENSATION.
The following table sets forth information concerning the compensation
received for services rendered in all capacities to the Company for the year
ended December 31, 2006 by the Company's President. The Company has no other
executive officers.
15
SUMMARY COMPENSATION TABLE
_________________________________________________________________________________________________
Change in
Pension
Value and
and Non-
qualified
Non-Equity Deferred All
Incentive Com- Other
Name and Stock Option Plan sation Compen-
Principal Salary Bonus Awards Awards Compen- Earnings sation Total
Position Year ($) ($) ($) ($) sation ($) ($) ($) ($)
--------------- ---- -------- ----- ------ ------ ---------- ---------- ------- -------
Ronald S. Boreta 2006 $120,000 0 0 0 0 0 $37,086 $157,086
- President (1)
__________________________________________________________________________________________________
(1) Represents amounts paid for country club memberships for Ronald S. Boreta, and an automobile
and related auto expenses for his personal use. For 2006, these amounts were $12,336 for club
memberships and $24,750 for an automobile.
OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END
There were no outstanding equity awards held by executive officers
at December 31, 2006.
COMPENSATION OF DIRECTORS
Directors who are not employees of the Company do not receive any
fees for meetings that they attend, but they are entitled to
reimbursement for reasonable expenses incurred while attending such
meetings. In October 2006, William Kilmer and Robert Rosburg each
received 34,000 shares for their prior services as directors.
The following table sets forth information concerning the
compensation paid during 2006 to each of the Directors of the Company,
except for Ronald S. Boreta whose complete compensation is set forth in
the Summary Compensation Table above:
16
DIRECTOR COMPENSATION TABLE
__________________________________________________________________________________________________
Change
in Pension
Value and
and Non-
qualified
Non-Equity Deferred
Fees Incentive Compen-
Earned or Stock Option Plan sation All Other
Paid in Awards Awards Compen- Earnings Compensation Total
Name Cash ($) ($)(1) ($) sation($) ($) ($) ($)
------------- --------- ------ ------ ----------- ----------- ------------ ------
Vaso Boreta $-0- - - - - - $ -0-
Robert R. Rosburg $-0- $6,800 - - - - $6,800
William Kilmer $-0- $6,800 - - - - $6,800
________________________________________________________________________________________________
(1) Represents amounts recognized for financial statement reporting purposes in accordance with FAS
123R.
EMPLOYMENT AGREEMENTS
Effective August 1, 1994, the Company entered into an employment
agreement with Ronald S. Boreta, the Company's President and Chief
Executive Officer, pursuant to which he receives a base salary of
$100,000 per year plus annual increases as determined by the Board of
Directors. His salary was increased to $120,000 beginning the year
ended December 31, 1996. The employment agreement is automatically
extended for additional one-year periods unless 60 days' notice of the
intention not to extend is given by either party. Ronald S. Boreta also
receives the use of an automobile, for which the Company pays all
expenses, and full medical and dental coverage. The Company also pays
all dues and expenses for membership at a local country club at which
Ronald S. Boreta entertains business contacts for the Company. Ronald
S. Boreta has agreed that for a period of three years from the
termination of his employment agreement that he will not engage in a
trade or business similar to that of the Company.
STOCK OPTION PLAN
During July 1994, the Board of Directors (the "Board") adopted a Stock
Option Plan (the "Plan"). The Plan allows the Board to grant stock options
from time to time to employees, officers, directors and consultants of the
Company. The number of shares of common stock that may be issued under the
Plan is 700,000. The Board has the power to determine at the time the option
is granted whether the option will be an incentive stock option (an option
which qualifies under Section 422 of the Internal Revenue Code (the "Code") of
1986) or an option that is not an incentive stock option. The Board
determines vesting provisions at the time options are granted. The option
price for any option will be no less than the fair market value of the common
stock on the date the option is granted.
Since all options granted under the Plan must have an exercise price no
less than the fair market value on the date of grant, the Company does not
record any expense upon the grant of options, regardless of whether or not
17
they are incentive stock options. Generally, there will be no federal income
tax consequences to the Company in connection with incentive stock options
granted under the Plan. With regard to options that are not incentive stock
options, the Company will ordinarily be entitled to deductions for income tax
purposes of the amount that option holders report as ordinary income upon the
exercise of such options, in the year such income is reported.
In April 1996, the Company's Board of Directors granted stock options for
325,000 shares at an exercise price of $3.0625 to Ronald S. Boreta, the
Company's President, that expired in April 2001. In April 2001, 325,000 new
options were granted to Ronald S. Boreta at the price of $0.055 per share that
is equivalent to the closing market price on the date of grant. These options
vested upon grant and expired on April 30, 2006.
In October 1999, the Company's Board of Directors approved the grant of
an option to Kirk Hartle, the Company's former Chief Financial Officer, to
purchase an aggregate 50,000 shares of the Company's common stock at the price
of $0.65625 per share that is equivalent to the closing market price on the
date of grant. The options expired unexercised in October 28, 2004.
In April 2000, the Company's Board of Directors approved the grant of an
option to Kirk Hartle, the Company's former Chief Financial Officer, to
purchase an aggregate 50,000 shares of the Company's common stock at the price
of $0.8125 per share that is equivalent to the closing market price on the
date of grant. The options expired unexercised in April 24, 2005.
SUPPLEMENTAL RETIREMENT PLAN
In November 1996, the Company and its majority shareholder, SPEN
established a Supplemental Retirement Plan, pursuant to which certain
employees selected by the Company's Chief Executive Officer received benefits
based on the amount of compensation elected to be deferred by the employee and
the amount of contributions made on behalf of the employee by the Company.
For 2001, the Company made or accrued contributions to the Supplemental
Retirement Plan on behalf of Ronald S. Boreta (the President of the Company)
in the amount of $3,000. Contributions to this plan ceased in 2002 due to
cash flow constraints.
1998 STOCK INCENTIVE PLAN
During October 1998, the Board of Directors approved, subject to
stockholder approval, the 1998 Stock Incentive Plan (the "Plan"), and the
Company's shareholders approved the Plan in December 1998.
The purpose of the Plan is to advance the interests of the Company and
its subsidiary by enhancing their ability to attract and retain employees and
other persons or entities who are in a position to make significant
contributions to the success of the Company and its subsidiary, through
ownership of shares of stock of the Company and cash incentives. The Plan is
intended to accomplish these goals by enabling the Company to grant awards in
the form of options, stock appreciation rights, restricted stock or
unrestricted stock awards, deferred stock awards, or performance awards (in
cash or stock), other stock-based awards, or combinations thereof, all as more
fully described below. Up to 750,000 shares of stock may be issued under the
Plan.
GENERAL
The Plan is administered, and awards are granted, by the Company's Board.
Key employees of the Company and its subsidiary and other persons or entities,
not employees of the Company and its subsidiary, who are in a position to make
a significant contribution to the success of the Company or its subsidiary are
18
eligible to receive awards under the Plan. In addition, individuals who have
accepted offers of employment from the Company and who the Company reasonably
believes will be key employees upon commencing employment with the Company are
eligible to receive awards under the Plan.
STOCK OPTIONS. The exercise price of an incentive stock option granted
under the Plan or an option intended to qualify for the performance-based
compensation exception under Section 162(m) of the Code may not be less than
100% of the fair market value of the stock at the time of grant. The exercise
price of a non-incentive stock option granted under the Plan is determined by
the Board. Options granted under the Plan will expire and terminate not later
than 10 years from the date of grant. The exercise price may be paid in cash
or by check, bank draft or money order, payable to the order of the Company.
Subject to certain additional limitations, the Board may also permit the
exercise price to be paid with Stock, a promissory note, an undertaking by a
broker to deliver promptly to the Company sufficient funds to pay the exercise
price, or a combination of the foregoing.
STOCK APPRECIATION RIGHTS. Stock appreciation rights ("SAR") may be
granted either alone or in tandem with stock option grants. Each SAR entitles
the holder on exercise to receive an amount in cash or stock or a combination
thereof (such form to be determined by the Board) determined in whole or in
part by reference to appreciation in the fair market value of a share of
stock. SAR may be based solely on appreciation in the fair market value of
stock or on a comparison of such appreciation with some other measure of
market growth. The data at which such appreciation or other measure is
determined shall be the exercise date unless the Board specifies another date.
If an SAR is granted in tandem with an option, the SAR will be exercisable
only to the extent the option is exercisable. To the extent the option is
exercised, the accompanying SAR will cease to be exercisable, and vice versa.
An SAR not granted in tandem with an option will become exercisable at such
time or times, and on such conditions, as the Board may specify.
On February 16, 1999, the Board approved an award to Ronald S. Boreta,
President of the Company, of SAR equal to 125,000 shares independent of any
stock option under the Company's 1998 Stock Incentive Plan. The base value of
the SAR shall be equal to $6 per share; however, no SAR may be exercised
unless and until the market price of the Company's common stock equals or
exceeds $10 per share. Amounts to be paid under this agreement are solely in
cash and are not to exceed $500,000. The SAR expire on October 26, 2008.
RESTRICTED AND UNRESTRICTED STOCK AWARDS: DEFERRED STOCK. The Plan
provides for awards of nontransferable shares of restricted stock subject to
forfeiture ("Restricted Stock"), as well as awards of unrestricted shares of
stock. Except as otherwise determined by the Board, shares of Restricted
Stock may not be sold, transferred, pledged, assigned, or otherwise alienated
or hypothecated until the end of the applicable restriction period and the
satisfaction of any other conditions or restrictions established by the Board.
Other awards under the Plan may also be settled with Restricted Stock. The
Plan also provides for deferred grants entitling the recipient to receive
shares of stock in the future at such times and on such conditions as the
Board may specify.
OTHER STOCK-BASED AWARDS. The Board may grant other types of awards
under which stock is or may in the future be acquired. Such awards may
include debt securities convertible into or exchangeable for shares of stock
upon such conditions, including attainment of performance goals, as the Board
may determine.
PERFORMANCE AWARDS. The Plan provides that at the time any stock
options, SAR, stock awards (including restricted stock, unrestricted stock or
deferred stock) or other stock-based awards are granted, the Board may impose
19
the additional condition that performance goals must be met prior to the
participant's realization of any vesting, payment or benefit under the award.
In addition, the Board may make awards entitling the participant to receive an
amount in cash upon attainment of specified performance goals.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table sets forth, as of March 1, 2006, the stock ownership
of each person known by the Company to be the beneficial owner of five percent
or more of the Company's common stock, each Officer and Director individually,
and all Directors and Officers of the Company as a group. Except as noted,
each person has sole voting and investment power with respect to the shares
shown.
AMOUNT AND
NAME AND ADDRESS NATURE OF BENE- PERCENT
OF BENEFICIAL OWNERS FICIAL OWNERSHIP OF CLASS
-------------------- ---------------- --------
Ronald S. Boreta 650,484 (1) 18.6%
6730 South Las Vegas Blvd.
Las Vegas, Nevada 89119
ASI Group LLC (5) 637,044 (6) 18.2%
c/o Agassi Enterprises, Inc.
Suite 750
3960 Howard Hughes Parkway
Las Vegas, NV 89109
John Boreta 500,439 (2) 14.3%
6730 South Las Vegas Blvd.
Las Vegas, Nevada 89119
Boreta Enterprises, Ltd. 360,784 (4) 10.3%
6730 South Las Vegas Blvd.
Las Vegas, Nevada 89119
Vaso Boreta 3,853 (3) 0.1%
6730 South Las Vegas Blvd.
Las Vegas, Nevada 89119
Robert R. Rosburg 35,383 --
49-425 Avenida Club La Quinta
La Quinta, CA 92253
William Kilmer 35,383 --
1853 Monte Carlo Way
Coral Springs, FL 33071
All Directors and Officers 725,103 (7) 20.7%
as a Group (4 persons)
___________________
(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 391,735 shares held directly, and 108,704 shares which
represents John Boreta's share of the Common Stock held by Boreta Enterprises
Ltd.
20
(3) Includes 28 shares held directly, and 3,825 shares which represents Vaso
Boreta's share of the Common Stock held by Boreta Enterprises Ltd.
(4) Direct ownership of shares held by Boreta Enterprise Ltd., a limited
liability company owned by Vaso, Ronald and John Boreta. Boreta Enterprises
Ltd. percentage ownership is as follows:
Ronald S. Boreta 68.81%
John Boreta 30.13%
Vaso Boreta 1.06%
(5) ASI Group LLC is a Nevada limited liability company whose members are
Andre K. Agassi and Perry Craig Rogers.
(6) All shares are owned directly.
(7) Includes shares beneficially held by the four named Directors and
executive officers.
EQUITY COMPENSATION PLAN INFORMATION
The following table summarizes share and exercise price information about
the Company's equity compensation plans as of December 31, 2006:
----------------------------------------------------------------------------------------
Number of
securities remain-
ing available for
future issuance
Number of securi- under equity
ties to be issued Weighted-average compensation plans
upon exercise of exercise price of (excluding securi-
outstanding options, outstanding options, ties reflected
warrants and rights warrants and rights in column (a))
Plan Category (a) (b) (c)
----------------------------------------------------------------------------------------
Equity compensation 75,000 $4.00 1,375,000
plans approved by
security holders
----------------------------------------------------------------------------------------
Equity compensation -- -- --
plans not approved
by security holders
----------------------------------------------------------------------------------------
Total 75,000 $4.00 1,375,000
----------------------------------------------------------------------------------------
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Sports Entertainment Enterprises, Inc. ("SPEN"), a publicly-held
corporation, owned approximately 67% of the Company's outstanding shares prior
to May 8, 2002. Effective as of that date, the shares of the Company held by
SPEN were distributed to SPEN's shareholders. Until February 2005, Vaso
Boreta, the Company's Chairman of the Board, was an Officer and Director of
SPEN. Ronald S. Boreta, President and a Director of the Company, was a
Director and principal shareholder of SPEN. Robert S. Rosburg and William
Kilmer, Directors of the Company, were also Directors of SPEN. In addition,
John Boreta, the son of Vaso Boreta and the brother of Ronald S. Boreta, was a
principal shareholder of SPEN.
21
The Company provides administrative/accounting support for (a) The
Company Chairman's two wholly-owned golf retail stores, both named Las Vegas
Discount Golf and Tennis (the "Paradise Store" and "Rainbow Store"), b) three
golf retail stores, two of which are named Saint Andrews Golf Shop ("SAGS")
and the other is a Las Vegas Discount Golf and Tennis ("District Store"),
owned by the Company's President and his brother, and (c) SPEN until February
2005. One of the SAGS stores is the retail tenant in the CGC. Administrative/
accounting payroll and employee benefits 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 $55,000 and $47,500 in 2006
and 2005, respectively.
The Company has various notes payable to the Paradise Store. These notes
are due in varying amounts on December 1 each year through year 2008. These
notes bear interest at 10% per annum and are secured by the assets of the
Company. The note payable and accrued interest payable balance at December
31, 2006 was $3,363,473 and $2,196,073, respectively. In December 2006, four
notes totaling $220,000 and the related party interest of $223,651 were to
mature but the maturity dates were extended until March 31, 2007 and these
notes will continue to accrue interest at 10% per annum. In December 2005,
Vaso Boreta, Chairman of the Board and owner of the Paradise Store, forgave
the current note balance due then including the related interest totaling
$617,690, and also agreed to not accelerate the maturities of the remaining
notes due to these defaults.
In 2004, BE Holdings 1, LLC, which is owned by Vaso Boreta, Chairman of
the Board, advanced the Company $100,000 to fund operations. This note
accrues interest at 10% per annum and is payable out of available cash flows,
if any.
In 2005, SAGS loaned the Company approximately $445,000, to fund
operations, of which approximately $390,000 is due prior to December 31, 2005
and $55,000 is payable out of available cash flows, if any. Interest accrues
at 10% per annum.
Also in 2005, ANR, LLC ("ANR"), advanced the Company $800,000, to
complete the settlement of action involving Sierra SportService Inc. ANR is
owned by Andre K. Agassi and Perry Craig Rogers. Messrs. Agassi and Rogers
are also owners of ASI Group LLC, which is a principal shareholder of the
Company. The promissory notes representing these obligations are due on
demand and are personally guaranteed by Ronald S. Boreta, the Company's
President. Interest accrues at 5% per annum and the note including related
interest is payable on demand.
In 2006, SAGS loaned the Company approximately $140,000, to fund
operations and of this amount $75,000 was repaid during the year. Interest
accrues at 10% per annum on these notes. SAGS purchased a new telephone
system for the Company, the other SAGS store and the three Las Vegas Discount
and Tennis stores. The Company recorded a loan from SAGS for its portion of
the telephone system of $26,533 in November 2006 and this loan accrues
interest at 10% per annum. In addition in December 2006, the "District Store"
loaned $50,000 to the company for operations and interest accrues at 10% per
annum.
The Company's Board of Directors believes that the terms of the above
transactions were on terms no less favorable to the Company than if the
transactions were with unrelated third parties.
22
ITEM 13. EXHIBITS
EXHIBIT
NUMBER DESCRIPTION LOCATION
------- -------------------------- ------------------------------
2 Agreement for the Purchase Incorporated by reference to
and Sale of Assets, as Exhibit 10 to the Registrant's
amended Current Report on Form 8-K
dated February 26, 1997
3.1 Restated Articles of Incorporated by reference to
Incorporation Exhibit 3.1 to the Registrant's
Form SB-2 Registration Statement
(No. 33-84024)
3.2 Certificate of Amendment Incorporated by reference to
to Articles of Incorporation Exhibit 3.2 to the Registrant's
Form SB-2 Registration Statement
No. 33-84024)
3.3 Revised Bylaws Incorporated by reference to
Exhibit 3.3 to the Registrant's
Form SB-2 Registration Statement
(No. 33-84024)
3.4 Certificate of Amendment Incorporated by reference to
Articles of Incorporation Exhibit 3.4 to the Registrant's
Series A Convertible Annual report on Form 10-KSB for
Preferred the year ended December 31, 1998
3.5 Certificate of Designation Incorporated by reference to
Series B Convertible Exhibit 3.5 to the Registrant's
Preferred Annual Report on Form 10-KSB for
the year ended December 31, 1998
3.6 Certificate of Amendment to Incorporated by reference to
Articles of Incorporation - Exhibit 3.6 to the Registrant's
Name change Annual Report on Form 10-KSB for
the year ended December 31, 1998
10.1 Employment Agreement Incorporated by reference to
with Ronald S. Boreta Exhibit 10.1 to the Registrant's
Form SB-2 Registration Statement
(No. 33-84024)
10.2 Stock Option Plan Incorporated by reference to
Exhibit 10.2 to the Registrant's
Form SB-2 Registration Statement
(No. 33-84024)
10.3 Promissory Note to Vaso Incorporated by reference to
Boreta Exhibit 10.11 to the Registrant's
Form SB-2 Registration Statement
(No. 33-84024)
10.4 Lease Agreement between Incorporated by reference to
Urban Land of Nevada and Exhibit 10.17 to the Registrant's
All-American Golf Center, Form SB-2 Registration Statement
LLC (No. 33-84024)
23
10.5 Operating Agreement for Incorporated by reference to
All-American Golf, LLC, Exhibit 10.18 to the Registrant's
a limited liability Form SB-2 Registration Statement
Company (No. 33-84024)
10.6 Lease and Concession Incorporated by reference to
Agreement with Exhibit 10.20 to the Registrant's
Sportservice Corporation Form SB-2 Registration Statement
(No. 33-84024)
10.7 Promissory Note of All- Incorporated by reference to
American SportPark, Inc. Exhibit 10.23 to the Registrant's
for $3 million payable to Annual Report on Form 10-KSB for
Callaway Golf Company the year ended December 31, 1998
10.8 Guaranty of Note to Incorporated by reference to
Callaway Golf Company Exhibit 10.24 to the Registrant's
Annual Report on Form 10-KSB for
the year ended December 31, 1998
10.9 Forbearance Agreement Incorporated by reference to
dated March 18, 1998 Exhibit 10.25 to the Registrant's
with Callaway Golf Annual Report on Form 10-KSB for
Company the year ended December 31, 1998
10.10 Promissory Note to Saint Incorporated by reference to
Andrews Golf, Ltd. Exhibit 10.10 to the Registrant's
Annual Report on Form 10-KSB for
the year ended December 31, 2005
10.11 Promissory Note to BE Incorporated by reference to
Holdings I, LLC Exhibit 10.11 to the Registrant's
Annual Report on Form 10-KSB for
the year ended December 31, 2005
21 Subsidiaries of the Incorporated by reference to
Registrant Exhibit 21 to the Registrant's
Form SB-2 Registration Statement
(No. 33-84024)
23.1 Consent of Piercy Bowler Filed herewith electronically
Taylor & Kern
23.2 Consent of L.L. Bradford Filed herewith electronically
& Company, LLC
31 Certification of Chief Filed herewith electronically
Executive Officer and
Principal Financial
Officer Pursuant to
Section 302 of the
Sarbanes-Oxley Act of 2002
32 Certification of Chief Filed herewith electronically
Executive Officer and
Principal Financial
Officer Pursuant to
Section 18 U.S.C.
Section 1350
24
ITEM 14. PRINCIPAL ACCOUNTANTS' FEES AND SERVICES.
AUDIT FEES
In April 2006 Piercy Bowler Taylor and Kern resigned as Company's
registered public accounting firm. In May 2006, the Company engaged L.L.
Bradford as its independent registered public accounting firm. The aggregate
fees billed for each of the last two fiscal years ended December 31, 2006 and
2005 by L.L. Bradford and Piercy Bowler Taylor & Kern for professional
services rendered for the audit of the Company's annual financial statements
and review of financial statements included in the Company's quarterly reports
on Form 10-QSB were $36,000 and $44,500, respectively.
AUDIT RELATED FEES
The aggregate fees billed by Piercy Bowler Taylor & Kern for consultation
concerning financial accounting standards in connection with preparation of
the Company's response to a SEC comment letter dated March 24, 2006 and July
11, 2005, were $7,735 and $12,624 respectively.
TAX FEES
The aggregate fees billed for tax services rendered by L.L. Bradford and
Piercy Bowler Taylor & Kern for tax compliance and tax advice for the two
fiscal years ended December 31, 2006 and 2005, were $5,000 and $7,500,
respectively.
ALL OTHER FEES
None.
AUDIT COMMITTEE PRE-APPROVAL POLICY
Under provisions of the Sarbanes-Oxley Act of 2002, the Company's
principal accountant may not be engaged to provide non-audit services that are
prohibited by law or regulation to be provided by it, and the Board of
Directors (which serves as the Company's audit committee) must pre-approve the
engagement of the Company's principal accountant to provide audit and
permissible non-audit services. The Company's Board has not established any
policies or procedures other than those required by applicable laws and
regulations.
25
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
All-American SportPark, Inc
Las Vegas, Nevada
We have audited the accompanying consolidated balance sheet of All-American
SportPark, Inc and Subsidiary (the Company) as of December 31, 2006, and the
related consolidated statements of operations, stockholders' deficit, and cash
flows for the year then ended. These consolidated financial statements are
the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements based on our
audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing
the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of All-
American SportPark, Inc and Subsidiary as of December 31, 2006, and the
results of its activities and cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1d to
the consolidated financial statements, the Company's current liabilities
exceed current assets and has incurred recurring losses, all of which raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regards to these matters are also described in Note 1d.
The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
/s/ L.L. Bradford & Company, LLC
L.L. Bradford & Company, LLC
March 28, 2007
Las Vegas, Nevada
F-1
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors
All-American SportPark, Inc.
Las Vegas, Nevada
We have audited the accompanying consolidated balance sheet of All-American
SportPark, Inc. and Subsidiary (the Company) as of December 31, 2005, and the
related consolidated statements of operations, shareholders' equity deficiency
and cash flows for the year then ended. These consolidated financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these consolidated financial
statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included consideration of
internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.
An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the consolidated financial statements. An audit also
includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of the
Company as of December 31, 2005, and the results of its operations and cash
flows for the year then ended in conformity with accounting principles
generally accepted in the United States.
The accompanying consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 1d to
the consolidated financial statements, the Company has had recurring losses
from continuing operations, and has a working capital deficit and substantial
shareholders' equity deficiency at December 31, 2005; these factors raise
substantial doubt about the Company's ability to continue as a going concern.
Management's plans in regard to these matters are also described in Note 1d.
The consolidated financial statements do not include any adjustments that
might result from the outcome of this uncertainty.
PIERCY BOWLER TAYLOR & KERN
/s/ Piercy Bowler Taylor & Kern
Certified Public Accountants & Business Advisors
A Professional Corporation
Las Vegas, Nevada
March 24, 2006
F-2
ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2006 AND 2005
ASSETS
2006 2005
----------- ----------
Current assets:
Cash $ 44,914 $ 14,164
Accounts receivable 5,446 2,664
Prepaid expenses and other 4,345 27,363
---------- ----------
54,705 44,191
Leasehold improvements and equipment, net 937,501 971,010
Other assets - 125,000
---------- ----------
$ 992,206 $1,140,201
========== ==========
F-3
ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2006 AND 2005
(CONTINUED)
LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY
2006 2005
----------- ----------
Current liabilities:
Current portion of notes payable to
related parties $ 1,966,156 $1,410,156
Current portion of other long-term debt 87,866 79,944
Interest payable to related parties 594,486 206,035
Accounts payable and accrued expenses 280,940 223,335
----------- ----------
2,929,448 1,919,470
Notes payable to related parties,
net of current portion 3,361,963 3,776,441
Other long-term debt, net of current portion 71,558 159,437
Interest payable to related parties 1,902,300 1,809,790
Due to related parties 944,391 720,206
Deferred income 6,667 -
----------- ----------
9,216,327 8,385,344
----------- ----------
Minority interest in subsidiary - 160,089
----------- ----------
Shareholders' equity deficiency:
Series B Convertible Preferred Stock,
$.001 par value, no shares issued
and outstanding - -
Common Stock, $.001 par value, 10,000,000
shares authorized, 3,502,000 and 3,400,000
shares issued and outstanding at
December 31, 2006 and 2005, respectively 3,502 3,400
Additional paid-in capital 13,327,173 13,306,875
Deficit (21,554,796) (20,715,507)
----------- -----------
(8,224,121) (7,405,232)
----------- -----------
$ 992,206 $ 1,140,201
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
F-4
ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
2006 2005
----------- -----------
Revenues $ 2,207,979 $ 2,152,867
Cost of revenues 597,763 529,261
----------- -----------
Gross profit 1,610,216 1,623,606
----------- -----------
Operating expenses:
Selling, general and administrative:
Land rent 437,885 544,954
Landscape maintenance 371,221 404,812
Settlements and litigation - 800,000
Payroll, taxes and benefits 392,991 359,748
Utilities and Telephone 285,882 295,076
Other 530,405 533,961
----------- -----------
2,018,384 2,938,551
Depreciation and amortization 74,828 95,122
----------- -----------
2,093,212 3,033,673
----------- -----------
Operating loss (482,996) (1,410,067)
Other income (expense):
Interest income - 2,256
Interest expense (504,547) (503,811)
Loss on sale of stock (11,033) -
Other income 1,015 8,394
Other expense (1,817) (1,772)
----------- -----------
Loss before minority interest (999,378) (1,905,000)
Minority interest 160,089 251,419
----------- -----------
Net loss $ (839,289) $(1,653,581)
=========== ===========
NET LOSS PER SHARE:
Basic net loss per share $ (0.24) $ (0.49)
=========== ===========
The accompanying notes are an integral part of these consolidated financial
statements.
F-5
ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY DEFICIENCY
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
ADDITIONAL
COMMON PAID-IN
STOCK CAPITAL DEFICIT TOTAL
--------- ----------- ------------ ------------
Balances,
January 1, 2005 $ 3,400 $12,689,185 $(19,061,926) $(6,369,341)
Capital contribu-
tions in the form
of debt
extinguishment 617,690 617,690
Net loss (1,653,581) (1,653,581)
-------- ----------- ------------ -----------
Balances,
December 31, 2005 3,400 13,306,875 (20,715,507) (7,405,232)
Stock issuance 102 20,298 20,400
Net loss (839,289) (839,289)
-------- ----------- ------------ -----------
Balances,
December 31, 2006 $ 3,502 $13,327,173 $(21,554,796) $(8,224,121)
======== =========== ============ ===========
The accompanying notes are an integral part of these consolidated financial
statements.
F-6
ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2006 AND 2005
2006 2005
----------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $ (839,289) $(1,653,581)
Adjustment to reconcile net
loss to net cash used in
operating activities:
Minority interest (160,089) (251,419)
Depreciation and amortization 74,828 95,122
Loss on disposal of stock 11,033 -
Bad debts - 24,764
Stock based compensation 20,400 -
Increase in operating (assets) and
liabilities:
Accounts receivable (2,782) (1,762)
Prepaid expenses and other assets 23,017 (139,370)
Accounts payable and
accrued expenses 57,603 24,048
Interest payable to related parties 480,964 525,781
Decrease in deferred income 6,667 (13,104)
---------- ----------
Net cash used in
operating activities (327,648) (1,389,521)
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of capital assets (41,319) (32,099)
Proceeds from sale of stock 113,967 -
---------- ----------
Net cash provided by (used in)
investing activities 72,648 (32,099)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Increase in due to related parties 224,185 257,623
Proceeds of loan from related parties 216,522 1,245,156
Principal payments on notes payable
related parties (75,000) -
Principal payments on other
notes payable (79,957) (72,760)
---------- ----------
Net cash provided by
financing activities 285,750 1,429,659
---------- ----------
NET INCREASE IN CASH 30,750 8,039
Cash, beginning of year 14,164 6,125
---------- ----------
Cash, end of year $ 44,914 $ 14,164
========== ==========
SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest $ 20,043 $ 27,240
========== ==========
The accompanying notes are an integral part of these consolidated financial
statements.
F-7
ALL-AMERICAN SPORTPARK, INC. AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION
a. PRINCIPLES OF CONSOLIDATION
The consolidated financial statements of All-American SportPark, Inc.
("AASP"), include the accounts of AASP and its 65%-owned subsidiary, All-
American Golf Center, Inc. ("AAGC"), collectively the "Company". Urban Land
of Nevada, Inc. ("Urban Land") owns the remaining 35% of AAGC. All
significant intercompany accounts and transactions have been eliminated. The
Company's business operations consists solely of the Callaway Golf Center
("CGC") are included in AAGC.
b. BUSINESS ACTIVITIES
The CGC includes the Divine Nine par 3 golf course fully lighted for night
golf, a 110-tee two-tiered driving range, a 20,000 square foot clubhouse which
includes the Callaway Golf fitting center and two tenants: the St. Andrews
Golf Shop retail store, and a restaurant.
Because our business activities are not structured on the basis of different
services provided, the above activities are reviewed, evaluated and reported
as a single reportable segment. The Company is based in and operates solely
in Las Vegas, Nevada, and does not receive revenues from other geographic
areas although its tourist customers come from elsewhere. No one customer of
the Company comprises more than 10% of the Company's revenues.
c. CONCENTRATIONS OF RISK
The Company has implemented various strategies to market the CGC to Las Vegas
tourists and local residents. Should attendance levels at the CGC not meet
expectations in the short-term, management believes existing cash balances
would not be sufficient to fund operating expenses and debt service
requirements for at least the next 12 months.
d. GOING CONCERN MATTERS
The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business. As shown in the
accompanying consolidated financial statements, for 2006 and 2005, the Company
had net loss of $827,927 and $1,653,581, respectively. As of December 31,
2006, the Company had a working capital deficit of $2,874,740 and a
shareholders' equity deficiency of $8,224,121.
AASP management believes that its continuing operations may not be sufficient
to fund operating cash needs and debt service requirements over at least the
next 12 months. As such, management plans on seeking other sources of funding
including the restructuring of current debt as needed, which may include
Company officers or directors and/or other related parties. In addition,
management continues to analyze all operational and administrative costs of
the Company and has made and will continue to make the necessary cost
reductions as appropriate. The inability to build attendance to profitable
levels beyond a 12-month period may require the Company to seek additional
F-8
debt, restructure existing debt or equity financing to meet its obligations as
they come due. There is no assurance that the Company would be successful in
securing such debt or equity financing in amounts or with terms acceptable to
the Company.
Nevertheless, management continues to seek out financing to help fund working
capital needs of the Company. In this regard, management believes that
additional borrowings against the CGC could be arranged although there can be
no assurance that the Company would be successful in securing such financing
or with terms acceptable to the Company.
Among its alternative courses of action, management of the Company may seek
out and pursue a business combination transaction with an existing private
business enterprise that might have a desire to take advantage of the
Company's status as a public corporation. There is no assurance that the
Company will acquire a favorable business opportunity through a business
combination. In addition, even if the Company becomes involved in such a
business opportunity, there is no assurance that it would generate revenues or
profits, or that the market price of the Company's common stock would be
increased thereby.
The consolidated financial statements do not include any adjustments relating
to the recoverability of assets and the classification of liabilities that
might be necessary should the Company be unable to continue as a going
concern.
e. ESTIMATES USED IN THE PREPARATION OF FINANCIAL STATEMENTS
Preparation of financial statements in conformity with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that may require revision in future periods.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. STOCK BASED COMPENSATION
In December 2004, the Financial Accounting Standards Board ("FASB") issued
Statement of Financial Accounting Standards ("SFAS") No. 123 (revised 2004),
("SFAS 123R"), Share-Based Payment. This statement replaces SFAS 123,
Accounting for Stock-Based Compensation, and supersedes Accounting Principles
Board's Opinion No. 25 ("ABP 25"), Accounting for Stock Issued to Employees.
The Company implemented "SFAS 123R" as of December 31, 2005 as required by the
standard. SFAS 123R requires the Company to measure the cost of employee
stock-based compensation awards granted based on the grant date fair value of
those awards and to record that cost as compensation expense over the period
during which the employee is required to perform services in exchange for the
award (generally over the vesting period of the award). Since all the
Company's outstanding employee stock options are all fully vested and none
fall under Accounting Principles Board Opinion No. 25, the adoption of SFAS
123R's fair value method did not have any impact on the Company's financial
statements with regard to currently outstanding options.
F-9
b. LEASEHOLD IMPROVEMENTS AND EQUIPMENT
Leasehold improvements and equipment (Note 5) are stated at cost.
Depreciation and amortization is provided for on a straight-line basis over
the lesser of the lease term (including renewal periods, when the Company has
both the intent and ability to extend the lease) or the following estimated
useful lives of the assets:
Furniture and equipment 3-10 years
Leasehold improvements 15 years
c. ADVERTISING
The Company expenses advertising costs as incurred. Advertising costs charged
to continuing operations amounted to $47,908 and $74,990 in 2006 and 2005,
respectively.
d. REVENUES
Lease and sponsorship revenues are recognized as appropriate when earned.
Substantially all other revenues including golf course green fees, driving
range ball rentals and golf cart rentals, are recognized when received as they
are payments for services provided on the same day.
e. COST OF REVENUES
Cost of revenues is primarily comprised of golf course and driving range
employee payroll and benefits, operating supplies (e.g., driving range golf
balls and golf course score-cards, etc.), and credit card/check processing
fees.
f. SELLING, GENERAL AND ADMINISTRATIVE EXPENSES
Selling, general and administrative expenses consist principally of
management, accounting and other administrative employee payroll and benefits,
land lease expense, utilities, landscape maintenance costs, and other expenses
(e.g., office supplies, marketing/advertising, and professional fees, etc.).
g. IMPAIRMENT OF LONG-LIVED ASSETS
Long-lived assets, including property and equipment, are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of the long-lived asset may not be recoverable. If the long-
lived asset or group of assets is considered to be impaired, an impairment
charge is recognized for the amount by which the carrying amount of the asset
or group of assets exceeds its fair value. Long-lived assets to be disposed
of are reported at the lower of the carrying amount or fair value less cost to
sell. Long-lived assets were evaluated for possible impairment and determined
not to be impaired as of December 31, 2006.
h. LEGAL DEFENSE COSTS
The Company does not accrue for estimated future legal and related defense
costs, if any, to be incurred in connection with outstanding or threatened
litigation and other disputed matters but rather, records such as period costs
when the services are rendered.
F-10
3. LOSS PER SHARE
Loss per share is computed by dividing reported net loss by the weighted
average number of common shares outstanding during the period. Common
equivalent shares are not used to compute a diluted loss per share because to
do so would be anti-dilutive for the period ending December 31, 2006 and 2005.
The weighted-average number of common shares used in the calculation of basic
loss per share was 3,439,210 and 3,400,000 in 2006 and 2005.
4. RELATED PARTY TRANSACTIONS
The Company provides administrative/accounting support for (a) two golf retail
stores wholly-owned by the Company's Chairman, both named Las Vegas Discount
Golf and Tennis (the "Paradise Store" and "Rainbow Store"), b) three golf
retail stores, two of which are named Saint Andrews Golf Shop ("SAGS")and the
other is a Las Vegas Discount Golf and Tennis ("District Store"), owned by the
Company's President and his brother, and (c) Sports Entertainment Enterprises,
Inc. until February 2005. One of the SAGS stores is the retail tenant in the
CGC. Administrative/accounting payroll and employee benefits 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 $55,000
and $47,500 in 2006 and 2005, respectively.
The Company has various notes payable to the Paradise Store. These notes are
due in varying amounts on December 1 each year through year 2008. The notes
bear interest at 10% per annum and are secured by the assets of the Company.
The note payable and accrued interest payable balances at December 31, 2006,
were $3,363,473 and $2,196,073 respectively. In December 2006, two notes
totaling $220,000 and the related interest of $223,651 were to mature but the
maturity dates were extended until March 31, 2007 and these notes will
continue to accrue interest at 10% per annum. In December 2005, Vaso Boreta,
the Company's Chairman and owner of the Paradise Store, caused the portion of
the notes and related interest then currently due totaling $617,690 to be
forgiven and also agreed to cause execution of a waiver of the rights to
accelerate the maturities of the remaining notes due to these defaults.
Also in 2004, BE Holdings 1, LLC, which is owned by Vaso Boreta, Chairman of
the Board, advanced the Company $100,000 to fund operations. This note
accrues interest at 10% per annum and is payable only out of available cash
flows, if any.
In 2006, SAGS loaned the Company approximately $140,000 to fund operations, of
which the entire balance is due prior to December 31, 2007 and interest
accrued at 10% per annum. The Company repaid $75,000 of these loans in August
of 2006. In 2005, SAGS loaned the Company approximately $445,000 to fund
operations, of which approximately $390,000 is due prior to December 31, 2006,
and an additional $55,000 is payable only out of available cash flows, if any.
These notes remain outstanding as of December 31, 2006. Interest continues to
accrue at 10% per annum. In December 2006, "District Store" loaned $50,000 to
the company for operations and interest accrues at 10% per annum.
Also in 2005, ANR, LLC ("ANR"), advanced the Company $800,000, to complete the
settlement of action involving Sierra SportService Inc. Andre K. Agassi and
Perry Craig Rogers own ANR. Messrs. Agassi and Rogers are also owners of ASI
Group LLC, which is a principal shareholder of the Company. The promissory
notes representing these obligations are personally guaranteed by Ronald S.
Boreta, the Company's President. Interest accrues at 5% per annum, and the
notes, including related interest, are payable on demand.
F-11
Aggregate maturities of related party notes and the related accrued interest
payable for the five years subsequent to December 31, 2006, are as follows:
2007 $ 2,560,642
2008 4,914,106
2009 --
2010 --
2011 --
Thereafter 350,157
------------
$ 7,824,905
============
At December 31, 2006, the Company has no loans or other obligations with
restrictive debt or similar covenants.
5. LEASEHOLD IMPROVEMENTS AND EQUIPMENT
Leasehold improvements and equipment included the following as of December 31:
2006 2005
----------------- -----------------
Building $ 252,866 $ 252,866
Land improvements 450,390 450,390
Furniture and equipment 257,174 215,855
Signs 208,688 208,688
Other leasehold
improvements 326,400 326,400
Other 40,179 40,179
----------------- -----------------
1,535,697 1,494,378
Less accumulated
depreciation and
amortization (598,196) (523,368)
----------------- -----------------
$ 937,501 $ 971,010
================= =================
6. OTHER LONG-TERM DEBT
The Company has outstanding a promissory note payable to an unrelated party,
due in quarterly installments of $25,000 through September 2008 without
interest. This note has been discounted to reflect its present value.
Aggregate maturities of this obligation subsequent to December 31, 2006, are
as follows:
2007 $ 87,866
2008 71,558
-----------
Balance, which is net
of unamortized discount
of $15,576 $ 159,424
===========
F-12
7. LEASES
The land underlying the CGC is leased under an operating lease that expires in
2012 and has two five-year renewal options. Also, the lease has a provision
for contingent rent to be paid by AAGC upon reaching certain levels of gross
revenues.
The Company is obligated under various other non-cancelable operating leases
for equipment that expire over the next five years.
At December 31, 2006, minimum future lease payments under non-cancelable
operating leases are as follows:
2007 $ 478,668
2008 509,695
2009 509,695
2010 502,954
2011 481,673
Thereafter 361,255
----------
Total $2,843,939
==========
Total rent expense for operating leases was $472,060 for 2006 and $581,442 for
2005.
8. INCOME TAXES
Income tax expense (benefit) consists of the following:
2006 2005
------------ ------------
Current $ (285,026) $ (561,735)
Deferred 285,026 561,735
------------ ------------
$ - $ -
============ ============
The components of the deferred tax asset (liability) consisted of the
following at December 31:
2006 2005
----------- -----------
Deferred tax liabilities:
Temporary differences related to:
Depreciation $ (19,665) $ (255,000)
Minority interest - (54,430)
Deferred tax assets:
Net operating loss carryforward 6,566,090 6,389,830
Related party interest 848,907 685,380
Deferred income 2,267 -
Other 5,484 5,484
---------- -----------
Net deferred tax asset before
valuation allowance 7,403,083 6,771,264
Valuation allowance (7,403,083) (6,771,264)
---------- -----------
$ - $ -
========== ===========
F-13
As of December 31, 2006 and 2005, the Company has available for income tax
purposes approximately $19.3 and $18.8 million respectively in federal net
operating loss carryforwards, which may be available to offset future taxable
income. These loss carryforwards expire in 2019 through 2025. The Company
may be limited by Internal Revenue Code Section 382 in its ability to fully
utilize its net operating loss carryforwards due to possible future ownership
changes. A 100% valuation allowance has been effectively established against
the net deferred tax asset since it appears more likely than not that it will
not be realized.
The provision (benefit) for income taxes attributable to income (loss) from
continuing operations does not differ materially from the amount computed at
the federal income tax statutory rate.
9. CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES
a. CAPITAL STOCK
Urban Land has a 35% ownership interest in the Company's subsidiary, AAGC,
which owns and operates the CGC. In connection with the issuance of the 35%
interest in AAGC to Urban Land, the Company and Urban Land entered into a
Stockholders Agreement that provides certain restrictions and rights on the
AAGC shares issued to Urban Land. Urban Land is permitted to designate a non-
voting observer of meetings of AAGC's board of directors. In the event of an
uncured default of the CGC land lease, so long as Urban Land holds at least a
25% interest in AAGC, Urban Land will have the right to select one director of
AAGC. As to matters other than the election of Directors, Urban Land has
agreed to vote its shares of AAGC as designated by the Company.
There are no unusual rights or privileges related to the ownership of the
Company's common stock.
In October 2006, the Company issued a total of 102,000 share of common stock
to three persons in a private transaction. The shares were issued to two
members of the Company's Board of Directors and one employee in exchange for
their prior services to the Company. Since the shares were issued for prior
services, the Company expensed the stock issuance as director fees and bonus
expense based upon on the grant date fair value of the stock issued totaling
$20,400.
b. STOCK OPTION PLANS
The Company's Board of Directors adopted an incentive stock option plan in
1994(the "1994 Plan").
In 1996, 325,000 options were granted to the Company's President under the
1994 Plan at an exercise price of $3.06, the fair market value on the grant
date. These options expired unexercised in April 2001. Because of this
expiration, 325,000 new options were granted to the Company's President at an
exercise price of $0.055, the market value on the date of grant; these options
expired in April 2006.
In April 2000, 50,000 options were granted at an exercise price of $0.8125 per
share, the closing market price on the date of grant. These options expired
unexercised in April 2005.
In 1998, the Board of Directors and shareholders approved the 1998 stock
incentive plan (the "1998 Plan").
F-14
Pursuant to the 1998 Plan, in 1999, the Board of Directors of the Company
approved an award to the President of the Company, stock appreciation rights
("SAR") equal to 125,000 shares independent of any stock option under the
Plan. The base value of the SAR is $6 per share, however no SAR may be
exercised unless and until the market price of the Company's common stock
equals or exceeds $10 per share. Amounts to be paid under this agreement are
solely in cash and are not to exceed $500,000. The SAR will expire on October
26, 2008.
In 1998, Urban Land of Nevada Inc. (Urban Land)(Note 10), the landlord of the
property underlying the CGC, was granted 75,000 stock options. These options
are exercisable at $4.00 per share through the year 2008. 10,000 of these
options vested upon grant of the options, and 10,000 per year thereafter until
fully vested.
A summary of changes in the status of the Company's outstanding stock options
for the years ended December 31, 2006 and 2005 is presented below:
2006 2005
----------------------- ----------------------
Weighted Weighted
Average Average
Exercise Exercise
Shares Price Shares Price
----------------------- ----------------------
Beginning of year 400,000 $ 4.00 450,000 $ 0.79
Granted - - - -
Exercised - - - -
Forfeited - - - -
Expired (325,000) - (50,000) -
----------------------- ----------------------
End of year 75,000 $ 4.00 400,000 $ 0.79
======================= ======================
Exercisable at
end of year 75,000 $ 4.00 400,000 $ 0.79
======================= ======================
The following table summarizes information about stock options outstanding at
December 31, 2006:
Options Outstanding Options Exercisable
------------------------------------- ---------------------
Weighted Weighted
Remaining Average Average
Exercise Number Contractual Exercise Number Exercise
Price Outstanding Life (Years) Price Exercisable Price
-------- ----------- ------------- --------- ----------- --------
$4.00 75,000 2.00 $ 4.00 75,000 $ 4.00
F-15
10. LEGAL MATTERS
The Company is plaintiff in a lawsuit against Western Technologies and was
awarded a judgment of $660,000 in March 2003. Western Technologies has
appealed the judgment to the Nevada Supreme Court (the "Court"). Western
Technologies was required to and did file a bond in the amount of the judgment
to date, which is approximately $1,180,000 including the judgment, interest,
and attorney's fees. In October 2006, the "Court" ruled in favor of the
defendant but the company is pursuing several claims against the defendant.
On May 31, 2005, Sierra SportService, Inc. the Company's tenant, who operated
the restaurant in CGC, ceased operations. Sierra SportService filed a notice
of default pertaining to the restaurant concession agreement and against all
guarantors of that agreement. A settlement was reached on November 18,
2005 for a total amount of $800,000, of which the AASP paid $700,000 and the
remaining $100,000 was paid by AAGC, which is 65% owned by the Company. The
funds used to make these payments were borrowed from ANR, LLC, an entity owned
by Andre K. Agassi and Perry Craig Rogers.
In December 2005, the Company commenced an arbitration proceeding before the
American Arbitration Association against Urban Land of Nevada ("Urban Land")
seeking reimbursement of the $800,000 paid in settlement of the Sierra
SportService matter plus fees and costs pursuant to the terms of the Company's
agreements with Urban Land which owns the property on which the CGC is
located. Urban Land filed a counterclaim against the Company seeking to
recover damages related to back rent allegedly owed by Company of
approximately $600,000. In addition, Urban Land claims the Company misused an
alleged $880,000 settlement related to construction defects lawsuits. An
arbitrator has been appointed in the American Arbitration Association and
arbitration is scheduled for October 2007.
Urban land has also filed another lawsuit against the Company and claims
against other parties in the arbitration proceeding. The claims against the
Company remain essentially identical to the claims above. The other parties
include, among others, Ronald S. Boreta, the President of the Company; Vaso
Boreta, Chairman of the Board of the Company; and Boreta Enterprise, Ltd., a
principal shareholder of the Company. The other party claims allege that the
Company and others defrauded otherwise injured Urban Land in connection with
Urban Land entering into certain agreements in which the Company is a party.
The Company has filed a motion to dismiss against the plaintiff's claims in
this lawsuit but the Court provided the plaintiff with a limited amount of
discovery. The discovery process has begun and depositions have been
scheduled into May 2007.
On February 10, 2006, Urban Land filed a notice of default on the CGC ground
lease claiming that certain repairs to the property had not been performed or
documented. The Company filed a lawsuit to prevent Urban land from declaring
the Company in default of its lease. These claims in the notice of default
have been added in the above arbitration proceeding.
The Company is involved in certain other litigation as both plaintiff and
defendant related to its business activities. Management, based upon
consultation with legal counsel, does not believe that the resolution of these
and the forgoing matters will have a material adverse effect, if any, upon the
Company. Accordingly, no provision has been made for any estimated losses in
connection with such matters.
11. SUBSEQUENT EVENTS
In January 2006, the Company borrowed an additional $75,000 in two notes from
the "District Store" to fund operations. These notes both mature in one year
and bear interest at 10% per annum.
F-16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.
ALL-AMERICAN SPORTPARK, INC.
Dated: April 2, 2007 By:/s/ Ronald S. Boreta
Ronald S. Boreta, Chief Executive
Officer (Principal Executive Officer
and Principal Financial Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
/s/ Vaso Boreta Chairman of the Board April 2, 2007
Vaso Boreta and Director
/s/ Ronald S. Boreta President (Chief April 2, 2007
Ronald S. Boreta Executive Officer),
Treasurer (Principal
Financial Officer)
and Director
/s/ Robert R. Rosburg Director April 2, 2007
Robert R. Rosburg
________________________ Director
William Kilmer