SecProbe.io

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                               KRYS BOYLE, P.C.
                               Attorneys at Law
Telephone                   Suite 2700 South Tower                 Facsimile
(303) 893-2300              600 Seventeenth Street            (303) 893-2882
                          Denver, Colorado 80202-5427

                                 August 1, 2005

H. Christopher Owings, Assistant Director
United States Securities and Exchange Commission
100 F Street, N.E., Mail Stop 3561
Washington, D.C.  20549

   Re:  All-American SportPark, Inc.
        Form 10-KSB for the Fiscal Year Ended December 31, 2004
        Filed March 31, 2005
        Form 10-QSB for the Quarter Ended March 31, 2005
        Filed May 16, 2005
        File No. 0-24970

Dear Mr. Owings:

     This letter will serve as a response and/or explanation with respect to
the comments in your letter dated July 11, 2005 (the "Comment Letter")
regarding All-American SportPark, Inc.  The entire text of the comments
contained in your comment letter has been reproduced in this letter for ease
of reference.  A response to each comment is set forth immediately below the
text of the comment.

Form 10-KSB for the Fiscal Year Ended December 31, 2004
-------------------------------------------------------

Item 1.  Description of Business
--------------------------------

Marketing, page 6
-----------------

1.  In the last paragraph under this caption, you refer to "a number of large
existing and potential markets."  Please explain.  Also explain the "concepts"
you refer to in the second sentence.

     The discussion about potential markets will be revised to
     make it clear that the concept being referred to is the Callaway
     Golf Center concept. We plan to revise the paragraph to read
     as follows:

     "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."

Page 2

Competition, page 6
-------------------

2.  Please describe in further detail your competition.  For example, discuss
whether there are any other facilities similar to yours.  State whether the
hotels have their own courses or arrangements with country clubs to use their
facilities, etc.

     The discussion about competition will be revised to include the
     information requested.  We plan to add a third paragraph under
     "Competition" as follows:

     "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 Golf Company
     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."

Item 2.  Description of Property, page 7
----------------------------------------

3.  We note that your property is in good condition both structurally and in
appearance.  This appears to be inconsistent with your disclosure under Item
3. Legal Proceedings.  Please advise or revise.

     Please be advised that the Company's property is in good condition
     both structurally and in appearance.  The construction defects
     discussed in Legal Proceedings were "tee-line" related issues
     of adjoining concrete sidewalk and walkways that had shifted
     and some minor building structural damage.  The building defects
     were corrected and the building is now in good condition.  Temporary
     repairs have been made to the "tee-line" and permanent correction
     of the defects will be made upon settlement of the lawsuit.

Item 5.  Market for Common Equity and Related Stockholder Matters, page 8
-------------------------------------------------------------------------

4.  We note you have provided over-the-counter market quotations.  Also state
that the quotations reflect inter-dealer prices, without retail mark-up,
mark-down or commission and may not represent the actual transactions.  See
Item 201(d) of Regulation S-B.

     The requested disclosure will be added.  We intend to revise
     the first paragraph of this section to read as follows:

Page 3

     "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 mark-up, markdown or commission and
     may not represent actual transactions."

Item 6.  Management's Discussion and Analysis of Financial Condition and
------------------------------------------------------------------------
Results of Operations, page 8
-----------------------------

Critical Accounting Policies and Estimates, page 8
--------------------------------------------------

5.  We note your disclosure that you "do not employ any accounting policies
and estimates that...or require the exercise of significant judgment to
apply."  You disclose in Note 2 several accounting policies, such as those
related to stock-based compensation and income taxes, that could have a
material impact on your financial statements.  Please revise your disclosures
to include a discussion of critical accounting policies and estimates.

     SEC Release No. 33-8040, "Cautionary Advice Regarding Disclosure
     about Critical Accounting Policies", states that critical
     accounting policies required to be disclosed are those that,
     "require management's most difficult, subjective or complex
     judgments".  In addition, these policies need to have a reasonable
     possibility of having a material effect on the financial statements.

     Our accounting policy for income taxes, specifically the application
     of a 100% valuation allowance, is based on our Company's history
     of losses. Furthermore, in our opinion this policy is not selected
     from among any available alternatives and, therefore, does not
     require any difficult, subjective or complex judgments in its
     application.

     In addition we believe our policy for stock based compensation,
     which is based on the judgment that a change to FAS 123 (or FAS
     123R prior to its effective date) would not be worthwhile, which
     judgment was neither difficult, subjective nor complex since, as
     is evident in the financial statement disclosures made with regard
     to stock based compensation, such a change clearly could not have
     a material effect on our financial statements.

     Therefore, based on our understanding of what constitutes a critical
     accounting policy, we believe that the disclosure as stated in our
     10-KSB is correct, appropriate and adequate as made.

Overview, page 9
----------------

6.  Please explain the significance of being named the Number 2 golf practice
facility in the United States.  Identify who named you, state whether they are
an independent party and briefly describe the criteria used in the ranking.

Page 4

     The Callaway Golf Center was ranked the Number 2 Golf Practice
     Facility in the United States by the "Golf Range and Recreation
     Report Magazine" in their January/February 1998 issue.  The Company
     is not related in any way to this magazine.  The magazine ranked
     facilities nationally on specific criteria, including layout and
     design, customer service, number of rounds played, golf shop
     and financial information. Because the ranking is over seven
     years old and we are not aware of a more current ranking, we intend
     to delete the reference to being named the Number 2 golf facility.

7.  We note that Sportservice pays rent based on a percentage of gross sales.
Please quantify.

     The rent and other costs paid by Sportservice will be quantified,
     as requested.  We intend to add the following paragraphs and table
     to the overview section:

     "SportService operated the Bistro 10 restaurant and paid rent
     based on a percentage of their gross revenue by category (6% of
     restaurant sales, 12% of catering and beverage cart, and 4% of the
     combined total gross sales for common area maintenance (CAM)
     charges). As of June 1, 2005, SportService discontinued its
     operation of the Bistro 10 restaurant.

     Rent paid by SportService in 2004 is summarized as follows:

             Restaurant sales                    $ 15,144
             Catering                                 465
             Beverage Cart                          7,173
             CAM                                   12,637
                                                 --------
             Total                               $ 35,419
                                                 ========  "

Results of Operations - Year Ended December 31, 2004 Versus Year Ended
----------------------------------------------------------------------
December 31, 2003, page 9
-------------------------

8.  Please note that Item 303(b)(1) of Regulation S-B requires, as applicable,
a discussion of any known trends, events, or uncertainties that are reasonably
likely to have a material effect on your net sales or revenues, income from
continuing operations, profitability, liquidity or capital resources, or that
would otherwise cause reported financial information not necessarily to be
indicative of future operating results or financial condition.  For example,
are there any trends that you anticipate will impact your revenues and do you
expect your revenues to increase, decrease or stay the same?  Please revise
accordingly.  For additional guidance, please refer to SEC Releases 33-6835,
33-8056, and 33-8350.  We note your reference to a trend in the third
paragraph on page 10 and have commented below.

     We intend to add the following paragraphs to the Overview section:

Page 5

     "The National Golf Foundation (NGF) stated in a press release
     dated February 5, 2005, that, "the National Golf Course Owners
     Association had reported that 2004 finished up nationally
     compared to a decline in the previous two years."  NGF also
     stated that, "private clubs were flat while public courses
     saw the increases."  Additionally, the Las Vegas Convention
     Center and Visitors Authority (LVCVA) announced on February 10,
     2005, that the number of 2004 visitors broke all previous records
     by more than 2 million.  Furthermore, the LVCVA projected that
     visitor growth will be significant through 2009.  Given this
     information, expectations for both public golf courses and Las
     Vegas tourism are increasing.

     We expect that Calloway Golf Center (CGC) revenues will remain
     flat or increase slightly in 2005.  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. In 2005, significant commercial,
     industrial and residential development, along with an expansion
     of the international airport, is planned.  As a result of this
     planned development, in 2006 the Company expects the CGC name
     recognition to increase significantly and revenues to be impacted
     favorably."

Cost of Revenues, page 9
------------------------

     9.  It appears that your cost of doing business is increasing as your
revenues are decreasing.  You disclose that the increase in the cost of
revenues line item of more than $157,000, or more than 45%, was due to the
salary of two golf pros that was outsourced to Giant Golf in 2003.  Please
explain clearly how outsourcing these costs in 2003 would support your
statement that you incurred no costs in 2003.  Generally, when a business
outsources a task or function, certain costs would still be incurred.  Explain
to us what you mean by outsourcing these payroll costs.  Tell us if you
received any benefit during 2003 from the services of these two golf pros
whose costs were outsourced to Giant Golf.  Explain to us your relationship
with Giant Golf and who owns these operations.  See Item 303(b)(1)(iv) of
Regulation S-B.  Please show us in your response what your revised disclosures
will look like.

     Giant Golf leased space from CGC and provided golf lessons to CGC's
     customers using golf professionals paid by Giant Golf and for
     which CGC did not have any obligation.  In 2004, Giant Golf ceased
     to be a lessee and as a result CGC hired two golf professionals,
     which increased CGC costs, to provide the golf lessons, for the
     Company's customers, previously provided by Giant Golf.  However,
     the lost lease revenues approximated the golf lesson revenues
     resulting in a negligible impact on revenues.

     We intend to revise the paragraph concerning cost of revenues to
     read as follows:

Page 6

     "COST OF REVENUES.  Costs of revenues increased by 45.57% in 2004
     to $505,555 compared to $347,301 in 2003.  The overall increase
     can be primarily attributed to increased driving range supply
     purchases and CGC providing golf lessons that had been previously
     provided through a contract with Giant Golf.  In 2004, CGC
     terminated the arrangement with Giant Golf and hired golf
     professionals to provide golf lessons resulting in a significant
     increase in direct payroll costs.  However, the lost lease
     revenues approximated the golf lesson revenues resulting in a
     negligible impact on revenues."

Liquidity and Capital Resources, page 10
----------------------------------------

10.  Please tell us how you accounted for the $187,553 received from the
Southern Nevada Water Authority and the amounts received in each period
presented.  Please also tell us and revise your disclosures to clarify why the
costs you incurred in construction are less than the amount received from the
water authority.  See Item 303(b)(1)(ii) of Regulation S-B.

     The costs incurred are less than the amounts received from the
     Southern Nevada Water Authority (SNWA) because the SNWA
     calculates the incentive paid for "xeriscape" conversion based
     on the square footage converted.  The actual cost incurred to
     complete the conversion does not factor into the incentive
     amount received.  CGC was able to complete the turf conversion
     for substantially less than the incentive received primarily
     due to already having a relationship with a landscape contractor.
     Because of this relationship, CGC was able to complete the
     conversion without incurring the typical markup an outside
     landscape contractor employed only to perform the turf conversion
     would normally charge for the conversion.

     We intend to revise the paragraph concerning the SNWA matter to
     read as follows:

     "The Southern Nevada Water Authority (SNWA) sponsors the Water
     Smart Landscapes Program (Program), which is intended to reduce the
     future water usage.  This Program is available to all business
     owners and provides a monetar