UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C.  20549


                                FORM 10-QSB


(Mark One)
     [X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

     For the quarter ended October 31, 2002

     [ ]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
          SECURITIES EXCHANGE ACT OF 1934

     For the transition period from ________ to __________

                     Commission File Number: 333-30520

                    ULTIMATE SPORTS ENTERTAINMENT, INC.
            (Exact name of Registrant as specified in charter)

DELAWARE                                     95-0262961
State or other jurisdiction of               I.R.S. Employer I.D. No.
incorporation or organization

1100 GLENDON AVENUE, SUITE 1000, LOS ANGELES, CA      90024
(Address of principal executive offices)              (Zip Code)

Issuer's telephone number, including area code:  (310) 829-9590

Check whether the Issuer (1) has filed all reports required to be filed by
section 13 or 15(d) of the 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 fling requirements for the past 90 days.
(1) Yes [X] No [ ]   (2) Yes [X] No [ ]

State the number of shares outstanding of each of the Issuer's classes of
common equity as of the latest practicable date:  At December 16, 2002,
there were 10,570,000 shares of the Registrant's Common Stock outstanding.

<PAGE>

                                    PART I
                             FINANCIAL INFORMATION

                         ITEM 1.  FINANCIAL STATEMENTS

               ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

                UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS

                                     ASSETS
<TABLE>
<CAPTION>
                                                     October 31,     January 31,
                                                        2002            2002
                                                    ------------    ------------
<S>                                                 <C>             <C>
CURRENT ASSETS:
   Cash and cash equivalents                        $       -       $       -
   Accounts receivable, net                                9,395             972
   Inventory                                               6,430          10,875
                                                     -----------     -----------
     Total Current Assets                                 15,825          11,847

PROPERTY AND EQUIPMENT, net                                7,725          11,113
                                                     -----------     -----------
OTHER ASSETS:
   License agreements, net                                 8,333          79,039
   Deposits                                                 -              1,050
                                                     -----------     -----------
     Total Other Assets                                    8,333          80,089
                                                     -----------     -----------
                                                    $     31,883    $    103,049
                                                     ===========     ===========

                 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
   Bank overdraft                                   $     18,093    $     11,756
   Accounts payable                                      533,565         538,870
   Accounts payable - related parties                    256,453         186,251
   Accrued liabilities                                   793,792         532,905
   Notes payable                                         520,000         435,000
   Notes payable - related parties                       805,346         800,288
   Customer deposits                                        -             65,293
                                                     -----------     -----------
     Total Current Liabilities                         2,927,249       2,570,363
                                                     -----------     -----------
STOCKHOLDERS' EQUITY (DEFICIT):
   Common stock, $.001 par value, 50,000,000
     shares authorized, 10,570,000 and 10,070,000
     shares issued and outstanding, respectively          10,570          10,070
   Capital in excess of par value                      1,725,158       1,696,466
   Retained (deficit)                                 (4,631,094)     (4,127,671)
                                                     -----------     -----------
                                                      (2,895,366)     (2,421,135)
   Less:  80,000 shares of treasury stock, at cost          -            (46,179)
                                                     -----------     -----------
     Total Stockholders' Equity (Deficit)             (2,895,366)     (2,467,314)
                                                     -----------     -----------
                                                    $     31,883    $    103,049
                                                     ===========     ===========
</TABLE>
NOTE:  The balance sheet at January 31, 2002 was taken from the audited
       financial statements at that date and condensed.

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

                                       2

<PAGE>
                       ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

                    UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                               For the Three                 For the Nine
                                               Months Ended                  Months Ended
                                                October 31,                   October 31,
                                         -------------------------     -------------------------
                                            2002          2001            2002          2001
                                         -----------   -----------     -----------   -----------
<S>                                      <C>           <C>             <C>           <C>
SALES, net of returns and allowances     $   390,999   $   243,638     $   643,772   $   369,715

COST OF GOODS SOLD                           177,991        84,924         333,428       190,383
                                          ----------    ----------      ----------    ----------
GROSS PROFIT (LOSS)                          213,008       158,714         310,344       179,332
                                          ----------    ----------      ----------    ----------
OPERATING EXPENSES:
   Bad debt                                     -            2,039            -           48,218
   General and administrative                226,916        39,305         627,172       464,801
                                          ----------    ----------      ----------    ----------
     Total Operating Expenses                226,916        41,344         627,172       513,019
                                          ----------    ----------      ----------    ----------
INCOME (LOSS) FROM OPERATIONS                (13,908)      117,370       (316,828)     (333,687)
                                          ----------    ----------      ----------    ----------
OTHER INCOME (EXPENSE):
   Interest and other income                    -           (2,458)            -             552
   Interest and other expense                (54,039)      (39,234)       (216,595)     (130,176)
   Default penalty (expense) adjustment       70,000       (91,334)         30,000      (391,334)
                                          ----------    ----------      ----------    ----------
     Total Other Income (Expense)             15,961      (133,026)       (186,595)     (520,958)
                                          ----------    ----------      ----------    ----------
EARNINGS (LOSS) BEFORE
 INCOME TAXES                                  2,053       (15,656)       (503,423)     (854,645)

CURRENT TAX EXPENSE                             -             -               -             -

DEFERRED TAX EXPENSE                            -             -               -             -
                                          ----------    ----------      ----------    ----------
NET INCOME (LOSS)                        $     2,053   $   (15,656)    $  (503,423)  $  (854,645)
                                          ==========    ==========      ==========    ==========

EARNINGS (LOSS) PER
 COMMOM SHARE                            $       .00   $      (.00)    $      (.05)  $      (.10)
                                          ==========    ==========      ==========    ==========

DILUTED EARNINGS (LOSS)
 PER COMMON SHARE                        $       .00   $       N/A     $       N/A   $       N/A
                                          ==========    ==========      ==========    ==========
</TABLE>
                 The accompanying notes are an integral part of these unaudited
                          condensed consolidated financial statements.

                                               3

<PAGE>

               ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

            UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                  For the Nine
                                                                  Months Ended
                                                                   October 31,
                                                          -----------------------------
                                                              2002            2001
                                                          -------------   -------------
<S>                                                       <C>             <C>
Cash Flows (Used) Provided by Operating Activities:
  Net loss                                                $   (503,423)   $   (854,645)

  Adjustments to reconcile net loss to net cash provided
  (used) by operating activities:
    Depreciation and amortization expense                       73,261          61,730
    Bad debt                                                      -             46,179
    Default penalty expense                                     30,000            -
    Non-cash expense                                            75,371            -

    Changes in assets and liabilities:
      (Increase) in accounts receivable                         (8,423)         (2,724)
      (Increase) in accrued interest receivable                   -             (2,705)
      (Increase) decrease in inventory                          (4,445)        (25,112)
      Decrease in prepaid assets                                 1,050            -
      Increase (decrease) in accounts payable                   86,928           8,322
      Increase in accounts payable - related party              70,202         495,798
      Increase in accrued liabilities                          230,887         200,411
      (Decrease) in customer deposits                          (65,293)           -
                                                           -----------     -----------
          Net Cash (Used) by Operating Activities               (4,995)        (72,746)
                                                           -----------     -----------
Cash Flows Provided (Used) by Investing Activities:
  Payments on license agreements                               (91,400)        (75,000)
                                                           -----------     -----------
          Net Cash (Used) by Investing Activities              (91,400)        (75,000)
                                                           -----------     -----------
Cash Flows Provided by Financing Activities:
  Increase in bank overdraft                                     6,337          17,907
  Proceeds from notes payable - related party                     -             35,000
  Payments on notes payable - related party                    (19,942)           -
  Proceeds from notes payable                                  140,000         100,000
  Payments on notes payable                                    (30,000)           -
  Payments on capital lease obligations                           -             (5,161)
                                                           -----------     -----------
          Net Cash Provided by Financing Activities             96,395         147,746
                                                           -----------     -----------
Net Increase in Cash and Cash Equivalents                         -               -

Cash and Cash Equivalents at Beginning of Period                  -               -
                                                           -----------     -----------
Cash and Cash Equivalents at End of Period                $       -       $       -
                                                           ===========     ===========

Supplemental Disclosures of Cash Flow Information:

  Cash paid during the period for:
    Interest                                              $      9,392    $     66,040
    Income taxes                                          $       -       $       -
</TABLE>
                                   [Continued]

                                        4

<PAGE>

              ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                  [Continued]

Supplemental Disclosures of Non-Cash Investing and Financing Activities:

  For the nine months ended October 31, 2002:
     The Company recorded $40,000 of estimated default penalties associated
     with a note payable.

     The Company issued 580,000 shares of common stock valued at $40,600,
     or $.07 per share.  The shares were issued as incentives for issuance
     of notes payable.

     The Company granted options to purchase 785,000 shares of common stock as
     incentives to notes payable holders and for consulting services.  The
     options were valued at $34,771.

     A shareholder/director of the Company was assigned a $25,000 note payable
     by the previous holder of a note.

  For the nine months ended October 31, 2001:
     The Company agreed to issued 2,500,000 shares of common stock for accrued
     interest of $525,000, or $.21 per share.

     The Company converted a $600,000 note payable in default and $150,000 of
     accrued interest into a $750,000 note payable at 12% interest per annum.



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

                                      5

<PAGE>

            ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     Business and Basis of Presentation - Ultimate Sports Entertainment,
     Inc. [Parent] was originally incorporated under the laws of the State
     of Utah on August 24, 1981, under the name "Edge Investment Company."
     On October 13, 1983, the Company changed its name to "American
     Surgical Laser, Inc."  The Company changed its domicile to Delaware by
     merging into a Delaware corporation formed for this purpose.  The
     merger was effective on April 12, 1985.  The Delaware Corporation was
     incorporated on January 21, 1985, under the name "American Surgical
     Laser-Del, Inc."  The Company changed its name to "Eclipse Imports,
     Inc." on June 10, 1997.  On March 12, 1999, the Company changed its
     name to "Neurochemical Research International, Corp."  The effective
     date of the name change to "Ultimate Sports Entertainment, Inc." was
     April 7, 1999.

     AllStar Arena Entertainment ["Subsidiary"] (a California Corporation
     incorporated June 26, 1996, formerly Lobito Publishing Group, Inc.),
     is engaged in the manufacturing and marketing of Comic Books.

     On March 30, 1999, the Parent entered into a reorganization agreement
     with All Star Arena Entertainment.  At the time of the reorganization
     the Parent was an inactive entity with no significant assets or
     liabilities.  On April 6, 1999 the Parent acquired all of the
     outstanding stock of the Subsidiary by issuing 3,850,000 post-split
     shares of common stock for all of the outstanding shares of AllStar
     Arena Entertainment which made it a wholly owned Subsidiary.  The
     acquisition was accounted for as a recapitalization of the Subsidiary
     as the shareholders of the Subsidiary controlled the combined Company
     after the acquisition.

     The Company is currently engaged in the manufacturing and marketing of
     comic books through its wholly-owned subsidiary.  The Company's
     principal markets are geographically disbursed throughout the United
     States.

     Unaudited Condensed Financial Statements - The accompanying financial
     statements have been prepared by the Company without audit. In the
     opinion of management, all adjustments (which include only normal
     recurring adjustments) necessary to present fairly the financial
     position, results of operations and cash flows at October 31, 2002 and
     2001 and for the periods then ended have been made.

     Certain information and footnote disclosures normally included in
     financial statements prepared in accordance with generally accepted
     accounting principles in the United States of America have been
     condensed or omitted.  It is suggested that these condensed financial
     statements be read in conjunction with the financial statements and
     notes thereto included in the Company's January 31, 2002 audited
     financial statements.  The results of operations for the periods ended
     October 31, 2002 and 2001 are not necessarily indicative of the
     operating results for the full year.

     Principles of Consolidation - The consolidated financial statements
     include the accounts of the Company and its wholly-owned subsidiary.
     All significant intercompany transactions have been eliminated in
     consolidation.

     Cash and Cash Equivalents - For purposes of the financial statements,
     the Company considers all highly liquid debt investments purchased
     with a maturity of three months or less to be cash equivalents.

                                      6

<PAGE>

            ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

     Accounts Receivable - Accounts receivable are carried at the expected
     net realizable value.  No allowance was deemed necessary at October 31,
     2002.

     Inventories - Inventories are stated at the lower of cost or market
     value using the first-in, first-out method [See Note 4].

     Property and Equipment - Property and equipment are stated at cost.
     Expenditures for repairs and maintenance are charged to operating
     expense as incurred.  Expenditures for additions and betterments that
     extend the useful lives of property and equipment are capitalized upon
     being placed in service.  When assets are sold or otherwise disposed
     of, the cost and related accumulated depreciation or amortization are
     removed from the accounts and any resulting gain or loss is included
     in operations.

     Depreciation - Depreciation of equipment is computed using the
     straight-line method over the estimated useful lives of the assets.
     Leasehold improvements are amortized over the lease period or the
     estimated useful life of the improvements, whichever is less.

     Income Taxes - The Company accounts for income taxes in accordance
     with Statement of Financial Accounting Standards No. 109, "Accounting
     for Income Taxes."  This statement requires an asset and liability
     approach for accounting for income taxes [See Note 8].

     Earnings (Loss) Per Share - Statement of Financial Accounting
     Standards No. 128 "Earnings Per Share," requires the Company to
     present basic earnings (loss) per share and dilutive earnings (loss)
     per share when the effect is dilutive.  The computation of earnings
     (loss) per share is based on the weighted average number of shares
     outstanding during the period presented. [See Note 9].

     Revenue Recognition - Revenue is recognized when the product is
     shipped.

     Advertising Costs - Costs incurred in connection with advertising of
     the Company's products are expensed as incurred.

     Recently Enacted Accounting Standards - Statement of Financial
     Accounting Standards ("SFAS") No. 141, "Business Combinations", SFAS
     No. 142, "Goodwill and Other Intangible Assets", SFAS No. 143,
     "Accounting for Asset Retirement Obligations", SFAS No. 144,
     "Accounting for the Impairment or Disposal of Long-Lived Assets", SFAS
     No. 145, "Rescission of FASB Statements No. 4, 44, and 64, Amendment
     of FASB Statement No. 13, and Technical Corrections", SFAS No. 146,
     "Accounting for Costs Associated with Exit or Disposal Activities",
     and SFAS No. 147, "Acquisitions of Certain Financial Institutions - an
     Amendment of FASB Statements No. 72 and 144 and FASB Interpretation
     No. 9", were recently issued.  SFAS No. 141, 142, 143, 144, 145, 146
     and 147 have no current applicability to the Company or their effect
     on the financial statements would not have been significant.

     Accounting Estimates - The preparation of financial statements in
     conformity with generally accepted accounting principles in the United
     States of America requires management to make estimates and
     assumptions that effect the reported amounts of assets and
     liabilities, the disclosures of contingent assets and liabilities at
     the date of the financial statements, and the reported amounts of
     revenues and expenses during the reporting period.  Actual results
     could differ from those estimated by management.

     Restatement - The financial statements for periods prior to October 31,
     2002 have been restated to be consistent with the headings and
     classifications used in the October 31, 2002 financial statements.

                                      7

<PAGE>

            ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 2 - PROPERTY AND EQUIPMENT

     The following is a summary of property and equipment - at cost, less
     accumulated depreciation and amortization as of:

                                                 October 31,    January 31,
                                                    2002           2002
                                                 ----------     ----------
     Office equipment                           $    24,113    $    24,113
          Less: accumulated depreciation            (16,388)       (13,000)
                                                 ----------     ----------
          Office equipment, net                 $     7,725    $    11,113
                                                 ==========     ==========

     Depreciation and amortization expense for the nine months ended
     October 31, 2002 and 2001 amounted to $3,388 and $3,397, respectively.

NOTE 3 - LICENSE AGREEMENTS

     The Company has entered into four license agreements in total, Major
     League Baseball Properties (MLBP), Major League Baseball Players
     Association (MLBPA), National Football League Properties (NFL), and
     National Football League Quarterback Club (NFLQC), for the use of
     their names and likeness in the comic books produced by the Company.
     The following is a summary at:

                                                 October 31,    January 31,
                                                    2002           2002
                                                 ----------     ----------
     License agreements                         $   105,496    $   105,496
          Less accumulated amortization             (97,163)       (26,457)
                                                 ----------     ----------
          License agreements, net               $     8,333    $    79,039
                                                 ==========     ==========

     The license agreement with NHLPA expired in June 2001 and was not
     renewed.  The Company has also agreed with MLBP to place an ad with
     "Little League Magazine" each year, which is not to exceed $45,000 in
     cost.

     The license agreements have expiration dates ranging from August 2002
     through December 2002.

     Amortization expense for the nine months ended October 31, 2002 and
     2001, was $69,873 and $58,333, respectively.

                                      8

<PAGE>

            ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4 - INVENTORY

     Inventory consists of the following at:
                                                 October 31,    January 31,
                                                    2002           2002
                                                 ----------     ----------
     Finished goods                             $   127,559    $   127,504
     Books in development                              -             4,500
     Less allowance for slow moving inventory      (121,129)      (121,129)
                                                 ----------     ----------
          Inventory, net                        $     6,430    $    10,875
                                                 ==========     ==========

NOTE 5 - ACCRUED LIABILITIES

     The Company had accrued liabilities as follows at:

                                                 October 31,    January 31,
                                                    2002           2002
                                                 ----------     ----------
     Unpaid compensation                        $   407,693    $   272,693
     Payroll taxes                                   64,170         51,026
     Accrued interest                               281,929        139,186
     Accrued note payable default penalty            40,000         70,000
                                                 ----------     ----------
          Accrued liabilities                   $   793,792    $   532,905
                                                 ==========     ==========

NOTE 6 - NOTES PAYABLE

     The following is a summary of notes payable to unrelated parties as of
     October 31:
                                                                      2002
                                                                    ---------
     20% unsecured convertible demand notes payable originally
     due June 20, 2001 extended until January 20, 2002 for the
     right to convert to stock at $.25 per share, the conversion
     feature was subsequently cancelled and the note extended to
     February 28, 2003 through the issuance of options to
     purchase 425,000 shares, the notes are personally guaranteed
     by the Company's president and a director/shareholder.        $  160,000

     20% unsecured demand notes payable due June 20, 2001.  This
     note was extended until January 15, 2002.  Subsequently
     extended to November 20, 2002 through the issuance of 60,000
     common shares, personally guaranteed by a director/shareholder
     who has also pledged 25,000 shares of stock he holds in the
     Company as collateral on the note.                                25,000

                                     9

<PAGE>

            ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 6 - NOTES PAYABLE [Continued]

     20% unsecured demand note payable due June 20, 2001.  The note
     was extended until January 15, 2002.  Subsequently extended to
     December 20, 2002, through the issuance of 40,000 common
     shares.  Personally guaranteed by a director/shareholder who
     has also pledged 25,000 shares of stock he holds in the
     Company as collateral on the note.                                25,000

     20% unsecured demand note for $100,000 to an un-related party
     originally due June 20, 2001.  The note was renegotiated in
     July 2001, wherein the Company received an additional $100,000,
     made the note convertible into common stock at $.25 per share,
     and made the note due July 15, 2002.  Personally guaranteed by
     a director/shareholder who has also pledged 100,000 shares of
     stock he holds in the Company as collateral on the note.         200,000

     February 2002, the Company received proceeds of $100,000 in
     exchange for a 20% note payable due upon demand.  Partially
     repaid.                                                           76,000

     March 2002, the Company received proceeds of $25,000 in
     exchange for a 20% note payable due upon demand.                  25,000

     March 2002, the Company received proceeds of $15,000 in
     exchange for a 20% note payable due upon demand.
     Partially repaid.                                                  9,000
                                                                    ---------
                                                                   $  520,000
                                       Less current portion:         (520,000)
                                                                    ---------
                                       Long-term portion:          $     -
                                                                    =========

     For the nine months ended October 31, 2002 and 2001, the Company recorded
     interest expense for these notes payable in the amount of $78,000 and
     $56,941, respectively.  At October 31, 2002, $158,446 of the accrued
     interest balance were related to these notes.

NOTE 7 - NOTES PAYABLE - RELATED PARTIES

     The following is a summary of notes payable to related parties as of
     October 31, 2002:

     20% unsecured note to a shareholder/director due
     October 25, 2001.  Subsequently extended to February 28,
     2003 through the issuance of 25,000 common shares.            $   25,719

     20% unsecured convertible demand note to an individual
     related to a shareholder/director.  Convertible at $.20
     per share.  The conversion feature was subsequently
     cancelled through the issuance of options to purchase
     10,000 common shares.                                              4,627

     20% unsecured demand notes payable due June 20, 2001.
     This note was extended until January 15, 2002.  Subsequently
     extended to November 20, 2002 through the issuance of
     30,000 common shares.                                             25,000


                                     10

<PAGE>

            ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - NOTES PAYABLE - RELATED PARTIES [Continued]

     12% unsecured note to a shareholder due August 31, 2002
     (See below).                                                     750,000
                                                                    ---------
                                                                   $  805,346
                                       Less current portion:         (805,346)
                                                                    ---------
                                       Long-term portion:          $     -
                                                                    =========

     For the nine months ended October 31, 2002 and 2001, the Company has
     expensed $75,802 and $73,635, respectively, in interest expense.

     In August 2001, the Company refinanced the $600,000 note payable and
     related accrued interest of $150,000 through the issuance of a
     $750,000 12% note payable.  The Company also issued 2,500,000 shares of
     common stock, valued at $.21 per share, to settle $525,000 in default
     penalties.  The 12% note payable matures August 31, 2002.  The note
     calls for balloon interest payments of $50,000 on or before December 1,
     2001, March 1, 2002, and June 1, 2002.  The Company has agreed to
     issue 1,000,000 shares of common stock to the note holder as a penalty
     if the Company does not make the scheduled interest payments within
     thirty days of receiving written notice of default.  The Company did
     not make the December 1, 2001, March 1, 2002, and June 1, 2002
     payments.  At October 31, 2002 and January 31, 2002, a total 1,000,000
     shares of common stock has been accrued.  At October 31, July 31, and
     January 31, 2002, the stock price was estimated to be $.07, $.11, and
     $.04 per share respectively.  At October 31, 2002 and January 31,
     2002, respectively, the Company has accrued interest payable of
     $109,171 and $41,671 on this note.

     During April 2001, the Company issued a $35,000 20% unsecured note
     payable to a shareholder of the Company.  The note and related accrued
     interest is due October 25, 2001.  At October 31, 2002 and January 31,
     2002, respectively, the Company has accrued interest payable of $3,719
     and $5,581.

     During December 2001, the Company issued a $35,000 20% unsecured note
     payable to a relative of a shareholder of the Company.  The note and
     related accrued interest is due upon demand.  At October 31, 2002, the
     Company has repaid $30,372, leaving a balance of $4,628 with accrued
     interest payable of $522.

                                     11

<PAGE>

            ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 8 - INCOME TAXES

     The Company accounts for income taxes in accordance with Statement of
     Financial Accounting Standards No. 109 "Accounting for Income Taxes".
     SFAS No. 109 requires the Company to provide a net deferred tax
     asset/liability equal to the expected future tax benefit/expense of
     temporary reporting differences between book and tax accounting
     methods and any available operating loss or tax credit carryforwards.
     The Company has available at October 31, 2002, unused operating loss
     carryforwards of approximately $4,018,000 which may be applied against
     future taxable income and which expire in various years through 2023.

     The amount of and ultimate realization of the benefits from the
     operating loss deferred tax assets for income tax purposes is
     dependent, in part, upon the tax laws in effect, the future earnings
     of the Company, and other future events, the effects of which cannot
     be determined.  Because of the uncertainty surrounding the realization
     of the deferred tax assets, the Company has established a valuation
     allowance equal to the tax effect of the deferred tax assets,
     therefore, no deferred tax asset has been recognized.  The net deferred
     tax asset is approximately $1,811,000 and $1,628,000 as of October 31,
     2002 and January 31, 2002, respectively, with an offsetting valuation
     allowance of the same amount resulting in a change in the valuation
     allowance of approximately $184,000 during the nine months ended
     October 31, 2002.

NOTE 9 - LOSS PER SHARE

     The following data show the amounts used in computing loss per share
     and the effect on income and the weighted average number of shares of
     potential dilutive common stock for the periods presented.

<TABLE>
<CAPTION>
                                              For the Three              For the Nine
                                              Months Ended               Months Ended
                                               October 31,                October 31,
                                         -----------------------    -----------------------
                                            2002         2001          2002         2001
                                         ----------   ----------    ----------   ----------
<S>                                     <C>          <C>           <C>          <C>
     Earning (loss) from continuing
       operations available to
       to common shareholders
       (numerator)                      $     2,053  $   (15,656)  $  (503,423) $  (854,645)
                                         ----------   ----------    ----------   ----------
     Weighted average number of
       common shares outstanding
       used in basic earnings
       (loss) per share
       (denominator)                     10,650,000    9,562,391    10,458,791    8,175,128
                                         ----------   ----------    ----------   ----------
     Weighted average number of
       common shares and potential
       dilutive common shares
       outstanding used in diluted
       earnings (loss) per share
       (denominator)                     10,650,000       N/A           N/A          N/A
                                         ----------   ----------    ----------   ----------
</TABLE>

                                     12

<PAGE>

            ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 9 - LOSS PER SHARE [Continued]

     During the nine months ended October 31, 2002, the Company had options to
     purchase 8,363,500 shares of common stock at prices ranging from $.07 to
     $4.00 per share that were not included in the computation of diluted
     earnings (loss) per share because their effect was anti-dilutive.

NOTE 10 - CAPITAL STOCK

     Common Stock - The Company has authorized 50,000,000 shares of common
     stock, $.001 par value. At October 31, 2002, the Company had 10,650,000
     shares issued and outstanding.

     In May 2002, the Company issued 680,000 shares of common stock as
     incentives for note payable holders to extend the terms of the notes
     payable.  The value of these shares were $47,600, or $.07 per share and
     was expensed as consulting and interest expense.

     Public Offering of Common Stock - The Company had proposed to make a
     public offering of 3,600,000 shares of common stock at a price of $.50
     per share.  The Company filed a registration statement with the United
     States Securities and Exchange Commission on Form SB-2 under the
     Securities Act of 1933.  The Company was unsuccessful in completing the
     offering.  The period for the offering expired during April 2001.  The
     Company does not plan at this time to extend or pursue this offering
     further.

     Stock Options - A summary of the status of the options outstanding under
     the Company's stock option plans and employment agreements at October 31,
     2002 is presented below:
<TABLE>
<CAPTION>
                                   Options Outstanding                       Options Exercisable
                    -------------------------------------------------   ------------------------------
       Range of                   Weighted-Average   Weighted Average                 Weighted-Average
       Exercise       Number         Remaining           Exercise         Number          Exercise
        Prices      Outstanding   Contractual Life        Price         Exercisable        Price
     ------------   -----------   ----------------   ----------------   -----------   ----------------
<C>                 <C>           <C>                <C>                <C>           <C>
     $        .07      635,000        4.75 yrs               .07           635,000            .07
             .125       50,000        4.50 yrs              .125            50,000           .125
        .35 - .39    1,250,000        2.75 yrs               .36         1,250,000            .36
        .50 - .75    1,377,500        3.75 yrs               .68         1,377,500            .68
      1.00 - 1.25    1,050,000        4.75 yrs              1.19         1,050,000           1.19
             2.00    2,000,000        4.75 yrs              2.00         2,000,000           2.00
     $       4.00    2,000,000        4.75 yrs           $  4.00         2,000,000        $  4.00
                     ---------                                           ---------
                     8,363,500                                           8,363,500
</TABLE>

     During the period ended October 31, 2002, the Company granted options to
     purchase 635,000 shares of common stock at $.07 per share.  The options
     were granted as incentives for note payable holders and consultants.
     The fair value of $30,636 was expensed as consulting and interest expense.

                                     13

<PAGE>

            ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - CAPITAL STOCK [Continued]

     Treasury Stock - On May 3, 2000, a complaint was filed in the United States
     District Court, Central District of California, by Joseph Yukich, naming
     the Company and the Company's president.  The complaint seeks damages and
     injunctive relief for alleged copyright infringement in connection with
     certain comic books.  Mr. Yukich claims to be a one-third owner of the
     copyrights for the comic books in question.  In January 2002, the Company
     settled the lawsuit with Mr. Yukich.  The settlement agreement included the
     Company forgiving a note receivable and accrued interest totaling $46,179
     and the Company receiving 80,000 shares of the Company's common stock,
     which is recorded as treasury stock.  The Company used the carrying amount
     of the note receivable and accrued interest as the value assigned to the
     treasury stock.  In September 2002, the Company cancelled these shares
     which were held in treasury stock.

     Default Penalty - The Company may be obligated to issue 1,000,000 shares of
     common stock to cure default penalties on notes payable to related party.
     [See Note 7]

NOTE 11 - RELATED PARTY TRANSACTIONS

     Notes Payable to Shareholders - During August 2001, the Company
     renegotiated a $600,000 note payable to a shareholder, which was in
     default, along with accrued interest payable of $150,000, into a new
     note payable of $750,000 at interest rates of 12% per annum. [See Note 7]

     Note Payable Guarantee - A director/shareholder of the Company has
     personally guaranteed the payment of $435,000 in notes payable and has
     pledged personal holdings of 175,000 shares of the Company's common stock
     as collateral for $275,000 in notes payable of the Company.  The President
     of the Company has personally guaranteed the payment of $160,000 in notes
     payable.

     Rental agreement - The Company has verbally agreed to rent office space
     from a director/shareholder for $4,500 per month.  For the nine months
     ended October 31, 2002 and 2001, the Company expensed $40,500 and $0,
     respectively, in rental expense related to this agreement.

     Default Penalty - The Company may be obligated to issue 1,000,000 shares
     of common stock to cure default penalties on notes payable to related
     party. [See Note 7]

NOTE 12 - GOING CONCERN

     The accompanying financial statements have been prepared assuming that
     the Company will continue as a going concern. However, the Company has
     incurred significant losses in recent years, has current liabilities in
     excess of current assets and has a stockholders' deficit.  These factors
     raise substantial doubt about the ability of the Company to continue as
     a going concern.  In this regard Management is proposing to raise any
     necessary additional funds not provided by operations through loans and/or
     through additional sales of its common stock.  Management believes that
     it can improve operations, refinance debt, convert debt to equity, and
     reduce expenses.

     Management believes that a combination of these efforts will be necessary
     to continue operations.  The financial statements do not include any
     adjustments relating to the recoverability and classification of recorded
     asset amounts or the amounts and classification of liabilities that might
     be necessary should the Company be unable to obtain additional financing,
     establish profitable operations or realize its plans.

                                     14

<PAGE>

            ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 13 - COMMITMENTS AND CONTINGENCIES

     Litigation - The Company is involved in various litigation as part of
     its normal business operations.  In management's opinion, the ultimate
     resolution of these cases will not have a material adverse effect on the
     Company's financial position.  Subsequent to October 31, 2002, the
     Company was named as a defendant for failing to pay licensing rights
     granted by National Football League Properties. [See Note 15]

     Promotion agreement - In November 2001, the Company entered into an
     agreement with a company for promotion services.  The Company has agreed
     to pay $5,000 per month for the twelve month term ending in November 2002.
     The Company also granted options to purchase 50,000 shares of common stock
     at $.125 per share.  The Company expensed $5,000 related to the option as
     promotion expense.  After eight months, either party may cancel the
     remainder of the contract upon a written 30-day notice to the other party.
     The Company has agreed to pay commissions from sales directly generated
     from the promotion company as follows:  7.5% on the first $1,000,000 and
     8.5% thereafter.

     Employment agreement - In January 2002, the Company entered into an
     employment agreement with its president.  The agreement is for two years,
     terminating on December 31, 2004 at a rate of $180,000 per year.  The
     Company also agreed to grant options to purchase 3,500,000 shares of
     common stock which vested immediately and have varying exercise prices
     from $.35 to $4.00 per share.  The Company has also agreed to provide
     $1,000 per month for automobile expenses.

     Consulting agreement - In January 2002, the Company entered into a
     consulting agreement a shareholder/director.  The agreement is for two
     years, terminating on December 31, 2002 at a rate of $8,000 per month.
     The Company also agreed to grant options to purchase 3,500,000 shares of
     common stock which vested immediately and have varying exercise prices
     from $.35 to $4.00 per share.  The Company has also agreed to provide
     $1,000 per month for automobile expenses.

     Sales agreements - The Company had entered into several sales agreements
     to deliver promotional units at various dates from June 2001 through
     August 2002.

     Leases - In December 1998, the Company entered into a leasing agreement
     for computer equipment.  The agreement was for $313 per month for
     thirty-six months, ending in December 2001.  The agreement has a purchase
     price of 15% of the financed amount upon completion of the thirty-six
     months.  If the Company does not make the balloon payment and does not
     return the equipment, the Company shall continue making payments on a
     month to month basis.  The Company is currently making month to month
     payments.

     Rental agreement - The Company has verbally agreed to rent office space
     from a director/shareholder for $4,500 per month. For the nine months
     ended October 31, 2002, the Company expensed $40,500 in rental expense
     related to this agreement.

     Default Penalty - The Company may be obligated to issue 1,000,000 shares
     of common stock to cure default penalties on notes payable to related
     party. [See Note 7]

                                     15

<PAGE>

            ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY

      NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - CONCENTRATIONS

     Sales - For the nine months ended October 31, 2001, the Company's sales
     came primarily from comic book promotions with professional sports teams.
     The following schedule details significant customers which had sales in
     excess of 10% of the Company's total sales.  The loss of any of these
     customers could have a major impact of the financial condition of the
     Company.

     Customer          Sales          % of Sales
     --------        ---------        ----------
        A            $ 198,427            31
        B            $ 184,800            29
        C            $  85,000            13

     The Company maintains license agreements with professional sport
     organizations for the use of their names and likeness in the comic books
     produced by the Company.  Should the Company not maintain these license
     agreements, the Company's ability to generate revenue could be severely
     impaired.

NOTE 15 - SUBSEQUENT EVENTS

     Subsequent to October 31, 2002, the Company was named as a defendant in
     a complaint by the National Football League Properties.  The complaint
     alleges that the Company breached a publishing contract entered into
     around June 1999, by failing to pay the balance owned for the licensing
     rights granted the Company for which the company owes the plantiff
     approximately $41,000 in damages.  This amount is included in the
     Company's accounts payable liability account balance.



                                     16

<PAGE>
             ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND PLAN OF OPERATIONS.

OVERVIEW

     Ultimate Sports Entertainment, Inc. is a Los Angeles based
entertainment company that creates, develops and publishes
action/adventure/fantasy stories featuring well-known athletes/celebrities
in collectible comic book form using first-rate artists and writers.  We
have taken an extremely marketable commodity, the Superstar
Athlete/Celebrity, and created a brand new licensing, marketing, and
premium sponsorship entity.

     Ultimate Sports titles include famous athletes such as:  Barry Bonds;
Mark McGwire; Ichiro; Sammy Sosa; Cal Ripken Jr.; Derek Jeter; Alex
Rodriguez; Roger Clemens; Mike Piazza; Ken Griffey, Jr.; Troy Aikman; Dan
Marino; Brett Favre; Peyton Manning; John Elway; Terrell Davis and many
others.

CRITICAL ACCOUNTING POLICIES

     The discussion and analysis of our financial condition and results of
operations are based upon the Company's consolidated financial statements,
which have been prepared in accordance with accounting principles generally
accepted in the United States of America.  The preparation of these
financial statements requires the Company to make estimates and judgments
that affect the reported amount of assets and liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities at
the date of the Company's financial statements.  Actual results may differ
from these estimates under different assumptions or conditions.

     Critical accounting policies are defined as those that are reflective
of significant judgments and uncertainties, and potentially result in
materially different results under different assumptions and conditions.
The Company believes that there are no critical accounting policies which
would have a material impact on its financial presentation.


NINE MONTHS ENDED OCTOBER 31, 2002, COMPARED TO NINE MONTHS ENDED
OCTOBER 31, 2001

     A summary of operating results for the nine months ended October 31,
2002 and 2001 is as follows:

                                      2002                2001
                                            % of                % of
                                  Amount    Sales     Amount    Sales
                                ---------   -----   ---------   -----
     Sales                      $ 643,772           $ 369,715
     Cost of goods sold           333,428    52%      190,383    51%
                                 --------            --------
     Gross profit                 310,334    48%      179,332    49%

     General & administrative     627,172    97%      464,801   126%
     Bad debt                        --       0%       48,218    13%
                                 --------            --------


                                     17

<PAGE>

     Total operating expenses     627,172    97%      513,019   139%

     Other expenses              (186,595) (29)%     (520,958) (141)%
                                 --------            --------
     Net loss                   $(503,423) (78)%    $(854,645) (231)%
                                 ========            ========

                                   2002                2001
                                 --------            --------
     Loss per share:             $ (0.05)            $ (0.11)


     Revenues.  Our revenues are derived from both in-stadium and retail
team promotions as well as sales through the Internet and direct phone
orders.  In-stadium and retail team promotions account for a substantial
majority of these revenues.  We generate agreements with the teams for a
definitive amount of units that will be distributed at a particular game or
retail outlet that is based on a per unit price.  Total revenues increased
substantially at 87%, or $274,057 for the nine months ended October 31,
2002, as compared to the same period in the prior year (the "comparable
prior year period").

     Cost of Goods Sold.  The cost of goods sold is based on the following:
editorial, (writing, inking, coloring, lettering) printing, shipping of our
product and the amortization of our licensing agreements.  The cost of
goods sold as a percentage of sales has remained approximately the same for
the comparative years.  This demonstrates a consistent assessment for
management in predicting gross profit.  We have streamlined the creative
process and recycled certain non-specific elements in order to reduce costs
on the editorial end.  Producing more product, has allowed us to print in
greater quantities, which in turn has enabled us to get better pricing from
printer.  Management is confident that we have reduced costs to the current
level and will be able to maintain cost of good sold in the future.

     General and Administrative.  General and administrative expenses
increased 35%, or $162,371, for the nine months ended October 31, 2002, as
compared to the comparable prior year period.  However, general and
administrative expenses went down 29% in relation to revenue compared to
the prior year period

     Bad Debt.  Bad debt expenses decreased 100%, or $46,179, for the nine
months ended October 31, 2002, as compared to the comparable prior year
period.

LIQUIDITY AND CAPITAL RESOURCES

     In the quarter ended October 31, 2002, we were advanced no new
financing.  As discussed below, we suffer from a lack of available cash to
meet our continuing operating requirements.  We continues to operate using
funds received for promotional events and deposits for future events.  We
have been unsuccessful in raising significant capital.  We continue to
benefit from our lenders, venders, and consultants extending credit or
services for equity in our

                                     18

<PAGE>

company.  We are still actively pursuing additional financing which in an
optimal scenario would come from a strategic source.

     During the quarter ended October 31, 2002 we completed our first
retail sales promotion which began with an in-stadium promotional event to
launch our two-part Seattle Mariners comic book series that were sold at
McDonald's in the State of Washington.

     This event marks a significant expansion of our business into larger
quantities, promotion specific revenue, sales of advertising pages, and
potentially more profitable methods of distribution.

     Operating activities used $4,995 of cash for the nine months ended
October 31, 2002, as compared to operating activities using $72,746 of cash
for the comparable prior year period.  The decrease in the use of cash by
operating activities was primarily due to increases in accrued liabilities,
accounts payable, and non-cash expenses of approximately $230,000, $86,000,
and $75,000, respectively.

     Investing activities used $91,400 of cash for the nine months ended
October 31, 2002, as compared to $75,000 for the comparable prior year
period.  The increase in the cash used for investing activities for the
nine months ended October 31, 2002, was attributable to payments on various
license agreements.

     Financing activities provided $96,395 in cash for the nine months
ended October 31, 2002, as compared to financing activities providing
$147,746 for the comparable prior year period.  The decrease in cash
provided by financing activities was primarily attributable to increase
payments on notes payable.

     Management anticipates the future quarter ending January 31, 2003 will
have decreased revenues compared with the quarter ended October 31, 2002,
and only a slight increase in revenues for the year ending January 31,
2003.  The minimal increase in revenues expected for the period ending
January 31, 2003 is due to the off-season of Major League Baseball.

FORWARD-LOOKING STATEMENTS

     This report contains statements that plan for or anticipate the
future.  Forward-looking statements include statements about the future of
the comic book or super action hero industry, statements about our future
business plans and strategies, and most other statements that are not
historical in nature.  In this report forward-looking statements are
generally identified by the words "anticipate," "plan," "believe,"
"expect," "estimate," and the like.  Although we believe that any forward-
looking statements we make in this report are reasonable, because forward-
looking statements involve future risks and uncertainties, there are
factors that could cause actual results to differ materially from those
expressed or implied.  For example, a few of the uncertainties that could
affect the accuracy of forward-looking statements, besides the specific
factors identified in the other sections of this report, include the
following:

     *    Protracted league labor negotiations, strikes, or lock-outs;

                                     19

<PAGE>

     *    reduction in attendance at sporting events because of perceived
          or actual terrorist attacks;

     *    changes in our business strategies;

     *    a decline in consumer interest in professional sports and/or
          athletes; and

     *    a continued inability for the company to finance its operations.

     In light of the significant uncertainties inherent in the forward-
looking statements made in this report, particularly in view of our early
stage of operations, the inclusion of this information should not be
regarded as a representation by us or any other person that our objectives
and plans will be achieved.

     The Private Securities Litigation Reform Act of 1995, which provides a
"safe harbor" for similar statements by existing public companies, does not
apply to our company.

                      ITEM 3. CONTROLS AND PROCEDURES

     Within 90 days prior to the filing date of this report, the Company's
management conducted an evaluation, under the supervision and with the
participation of the Company's President and Chief Financial Officer, of
the effectiveness of the design and operation of the Company's disclosure
controls and procedures. Based on this evaluation, the President and Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective. There have been no significant changes in the
Company's internal controls or in other factors that could significantly
affect those controls subsequent to the date of our last evaluation.


                                  PART II
                             OTHER INFORMATION

                        ITEM 1.  LEGAL PROCEEDINGS

     We have a significant number of accounts payable to several of our
venders and persons who have loaned operating funds to us.  Most, if not
all, of these have threatened litigation if we are unable to make
arrangements for payment of these past due amounts.  To our knowledge, none
of these persons has instituted legal proceedings against us as of the
filing date of this report.  We are attempting to make arrangements for
installment or delayed payments of the amounts due, but there is no
assurance that we can successfully negotiate delays in payments.  It is
unlikely that we would have a valid defense against such actions, and the
enforcement of any judgments obtained by such persons to collect these
debts could have a material detrimental effect on our business.

     John Gerard loaned $200,000 to us for operating capital, repayment of
which was due on or before July 15, 2002.  We were unable to repay any of
this amount on the due date.  He also loaned $25,000 to us which was due on
demand.  He has made demand for such repayment of

                                     20

<PAGE>

these funds.  He has notified us in writing that he will not renew these
debts and that if they are not paid by the maturity date, he will request
his attorney to immediately proceed with all necessary legal action against
us and the guarantors.  The promissory note for $200,000 was guaranteed by
Mr. Burke, one of our directors.  Mr. Gerard has orally agreed with us not
to proceed with legal action for at least forty-five days to allow us an
opportunity to either pay the note or renegotiate the terms.  If legal action
is commenced, it is unlikely that we would have a valid defense against any
action by Mr. Gerard to collect the debts, and the enforcement of any
judgment obtained by Mr. Gerard could have a material detrimental effect on
our business.

     On November 21, 2002, National Football League Properties, Inc. filed a
complaint against Ultimate Sports Entertainment, Inc. and Frederick Licht
in the Los Angeles, California, Superior Court (Case No. SC074777).  The
complaint alleges that the defendants breached the publishing contract
entered into on or about June 16, 1999, by failing to pay the balance owed
for the licensing rights granted to the defendants and that the defendants
owe the plaintiff $41,026 in damages.

                 ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     During the quarter ended October 31, 2002, we were delinquent in the
payment of interest and/or principal on each of the promissory notes set
forth below.  As reported in our prior quarterly report on Form 10-QSB for
the quarter ended April 30, 2002, in June 2002 we negotiated oral
extensions of each of the notes, except the notes due Mr. Gerard and The
Orbiter Fund Limited, both of which notes are past due.  The following
table sets forth the extended due dates of the notes.  Each of the notes
bears interest at 20% per annum, except for the note to The Orbiter Fund
Ltd, which is at 12%.  A portion of the interest is payable monthly
ommencing one month from the date of the note.  No principal payments
have been made on any note.  The following table sets forth for each
promissory note the amount of principal and interest accrued or due as
of October 31, 2002:

                           Date       Due Date    Principal   Interest
Name                      of Note     of Loan      Amount     Amount
----                      --------    --------    ---------   --------
Martin Burke               6/27/00     2/28/03      $25,000    $11,736
Martin Burke               4/27/01     2/28/03      $25,719     $3,720
John Gerard                7/15/01     7/15/02     $200,000    $40,249
JLB Equities               3/10/00     2/28/03      $75,000    $39,688
JLB Equities                4/5/00     2/28/03      $35,000    $18,023
JLB Equities               4/13/00     2/28/03      $25,000    $12,764
JLB Equities               5/17/00     2/28/03      $25,000    $12,298
David Rosenberg           11/21/00    11/20/02      $25,000     $9,723
Seewack Family Trust      12/29/00    12/20/02      $25,000     $9,202
The Orbiter Fund Ltd.      8/13/01     8/31/02     $750,000   $109,171
                                                 ----------   --------
     TOTAL                                       $1,210,719   $224,938
                                                 ==========   ========

     The note payable to The Orbiter Fund Ltd. required interest payments
of $50,000 each on December 1, 2001, March 1, 2002, and June 1, 2002, and
matured on August 31, 2002.  Neither the interest nor the principal
payments have been made.  The note provides that if any principal

                                     21

<PAGE>

or interest payment is not made within thirty days following written notice
from the lender, we would be obligated to issue 1,000,000 shares to The
Orbiter Fund to cure the default.  We have not received such notification
from the lender; however, if such notice were given, we would be required
to issue 1,000,000 shares to cure the defaults.

     In addition to the notes listed in the above table, we have borrowed
funds and agreed to repay these loans upon demand by the lending party.  No
promissory notes have been issued to these parties.  During the first
quarter ended April 30, 2002, each of the lenders set forth below made
demand for the repayment of his or her loan.  None of the loans has been
repaid in whole or in part.  The following table sets forth the principal
amount loaned and the amount of interest due as of October 31, 2002:

                        Date       Principal     Interest
     Name              of Loan      Amount        Amount
     ----              -------     ---------     --------
     John Gerard       3/19/02      $25,000       $3,750
     Rob Deutschman     4/1/02       $9,000       $1,350
                                    -------       ------
          TOTAL                     $34,000       $5,100
                                    =======       ======

     We also have outstanding a note payable to Larry Fleischman in the
original principal amount of $100,000.  With prior payments, the total
principal amount due on or before October 31, 2002, is $76,000

                 ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)  Exhibits. The following exhibit is filed with this report:

          99.1 Written Statement of Chief Executive Officer and Chief
Financial Officer with respect to compliance with Section 13(a) or 15(d) of
the Securities Exchange Act of 1934.

     (b)  Reports on Form 8-K: During the quarter ended October 31, 2002,
no reports on Form 8-K were filed.

                                SIGNATURES

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

                                        Ultimate Sports Entertainment, Inc.

Date: December 20, 2002                 By:  /s/ Frederick R. Licht
                                             Frederick R. Licht, President,
                                             Principal Accounting Officer, and
                                             Chief Financial Officer

                                     22

<PAGE>

                               CERTIFICATION

     I, Frederick R. Licht, President and Chief Financial Officer of
Ultimate Sports Entertainment, Inc., certify that:

1.   I have reviewed this quarterly report on Form 10-QSB of Ultimate
Sports Entertainment, Inc.;

2.   Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;

3.    Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;

4.    I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
registrant and I have:

     a)   Designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to me by others within those
     entities, particularly during the period in which this quarterly
     report is being prepared;

     b)   Evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the
     filing date of this quarterly report (the "Evaluation Date"); and

     c)   Presented in this quarterly report my conclusions about the
     effectiveness of the disclosure controls and procedures based on my
     evaluation as of the Evaluation Date;

5.    I have disclosed, based on my most recent evaluation, to the
registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent function):

     a)   All significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial data and
     have identified for the registrant's auditors any material weaknesses
     in internal controls; and

     b)   Any fraud, whether or not material, that involves management or
     other employees who have a significant role in the registrant's
     internal controls; and

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<PAGE>

6.   I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of my most
recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.

Date:  December 20, 2002           /s/ Frederick R. Licht
                                   Frederick R. Licht, President and
                                   Chief Financial Officer




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