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


                               FORM 10-QSB/A
                              AMENDMENT NO. 1


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

     For the quarter ended April 30, 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 July 16, 2002, there
were 10,650,000 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 SHEET

                              ASSETS
<TABLE>
<CAPTION>
                                                         April 30,
                                                           2002
                                                        -----------
<S>                                                     <C>
CURRENT ASSETS:
  Cash                                                  $     7,111
  Accounts receivable, net of allowance of
    doubtful accounts                                         1,564
  Inventory, net                                             19,517
                                                         ----------
     Total Current Assets                                    28,192
                                                         ----------
PROPERTY & EQUIPMENT, net                                     9,981
                                                         ----------
OTHER ASSETS:
  License agreements, net                                    51,832
  Deposits                                                    1,050
                                                         ----------
     Total Other Assets                                      52,882
                                                         ----------
                                                        $    91,055
                                                         ==========

          LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES:
  Accounts payable                                      $   471,685
  Accounts payable - related party                          192,016
  Accrued liabilities                                       805,796
  Notes payable - related party                             805,139
  Notes payable                                             544,000
  Customer deposits                                         101,094
                                                         ----------
     Total Current Liabilities                            2,919,730
                                                         ----------

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value,
    50,000,000 shares authorized, 10,070,000
    shares issued and outstanding                            10,070
  Capital in excess of par value                          1,696,466
  Retained deficit                                       (4,489,032)
                                                         ----------
                                                         (2,782,496)
                                                         ----------
  Less:  80,000 shares of treasury stock, at cost           (46,179)
                                                         ----------
     Total Stockholders' Equity (Deficit)                (2,828,675)
                                                         ----------
                                                        $    91,055
                                                         ==========
</TABLE>
The accompanying notes are an integral part of this unaudited condensed
                   consolidated financial statement.

                                  2
<PAGE>

          ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY
       UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>
                                                  For the Three
                                                  Months Ended
                                                   April 30,
                                            -------------------------
                                               2002           2001
                                            ----------     ----------
<S>                                         <C>            <C>
SALES, net of returns and allowances        $   47,326     $   51,029

COST OF GOODS SOLD                              22,522         56,812
                                             ---------      ---------
GROSS PROFIT                                    24,804         (5,783)
                                             ---------      ---------
OPERATING EXPENSES:
   General and administrative                  151,946        188,838
                                             ---------      ---------
LOSS FROM OPERATIONS                          (127,142)      (194,621)
                                             ---------      ---------
OTHER INCOME (EXPENSE):
   Other income                                    -              552
   Other expense                              (234,219)       (37,078)
                                             ---------      ---------
     Total Other Income (Expense)             (234,219)       (36,526)
                                             ---------      ---------
LOSS BEFORE INCOME TAXES                      (361,361)      (231,147)
                                             ---------      ---------
CURRENT TAX EXPENSE                                -              -

DEFERRED TAX EXPENSE                               -              -
                                             ---------      ---------
NET LOSS                                    $ (361,361)    $ (231,147)
                                             =========      =========

LOSS PER COMMON SHARE                       $     (.04)    $     (.01)

</TABLE>
The accompanying notes are an integral part of this unaudited condensed
                   consolidated financial statement.

                                  3
<PAGE>

                  ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY
               UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
                                                                   For the Three
                                                                   Months Ended
                                                                     April 30,
                                                            --------------------------
                                                               2002           2001
                                                            -----------    -----------
<S>                                                         <C>            <C>
Cash Flows from Operating Activities:
  Net loss                                                  $ (361,361)    $ (231,147)
  Adjustments to reconcile net loss to net cash used by
   operating activities:
     Depreciation and amortization expense                      28,339         35,442
     Non-cash expense                                          180,000            -
     Allowance for doubtful accounts                               -            6,104
     Change in assets and liabilities:
       (Increase) in accounts receivable                          (592)       (14,099)
       (Increase) in inventory                                  (8,642)        (8,260)
       (Increase) in accrued interest receivable                   -             (552)
       Increase (decrease) in accounts payable                 (62,185)        65,511
       Increase in accounts payable - related party              5,765            -
       Increase in accrued expenses                             92,891         28,714
       Increase in customer deposits                            35,801         82,426
                                                             ---------      ---------
          Net Cash (Used) by Operating Activities              (89,984)       (35,861)
                                                             ---------      ---------
Cash Flows from Investing Activities:
   Payments on license agreements                               (5,000)        (5,000)
                                                             ---------      ---------
          Net Cash (Used) by Investing Activities               (5,000)        (5,000)
                                                             ---------      ---------
Cash Flows from Financing Activities:
   Increase in bank overdraft                                  (11,756)        14,131
   Proceeds from notes payable                                 140,000            -
   Payments on notes payable                                    (6,000)           -
   Proceeds from notes payable - related party                     -           30,000
   Payments on notes payable - related party                   (20,149)           -
   Payments on long-term obligation                                -           (3,270)
                                                             ---------      ---------
          Net Cash Provided by Financing Activities            102,095         40,861
                                                             ---------      ---------
Net Increase in Cash                                             7,111            -

Cash at Beginning of Period                                        -              -
                                                             ---------      ---------
Cash at End of Period                                       $    7,111     $      -
                                                             =========      =========
</TABLE>
                                      [Continued]

                                           4
<PAGE>

              ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY
           UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 [Continued]

                                                        For the Three
                                                        Months Ended
                                                          April 30,
                                                     -------------------
                                                       2002       2001
                                                     --------   --------
Supplemental Disclosures of Cash Flow Information:

     Cash paid during the periods for:
          Interest                                   $  3,334   $  5,556
          Income taxes                               $    -     $    -


Supplemental Schedule of Non-cash Investing and Financing Activities:

     For the three months ended April 30, 2002:

          The Company recorded $180,000 of estimated default penalties
          associated with notes payable at April 30, 2002.

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

     For the three months ended April 30, 2001:

          None



The accompanying notes are an integral part of this unaudited condensed
                   consolidated financial statement.

                                  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.

     The Company was initially formed for the purpose of investing in and
     managing real property and in late 1983 entered the laser medical
     research and development field.  The development activity continued
     until 1986 when the project was discontinued because of a lack of
     funds and a conflict in management.  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.

     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.

     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 April 30, 2002 and
     for all the periods presented have been made.

     Certain information and footnote disclosures normally included in
     financial statements prepared in accordance with generally accepted
     accounting principles have been condensed or omitted.  These condensed
     financial statements should 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 April 30, 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.

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

                                  6
<PAGE>

              ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Continued]

     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].

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

     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
     ranging from five to seven years.  Leasehold improvements are
     amortized over the lease period or the estimated useful life of the
     improvements, whichever is less.

     Loss Per Share - Statement of Financial Accounting Standards (SFAS)
     No. 128 "Earnings Per Share," requires the Company to present basic
     loss per share and dilutive earnings (loss) per share when the effect
     is dilutive.  The computation of 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.

     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", and
     SFAS No. 145, "Rescission of FASB Statements No. 4, 44, and 64,
     Amendment of FASB Statement No. 13, and Technical Corrections", were
     recently issued.  SFAS No. 141, 143, 144 and 145 have no current
     applicability to the Company or their effect on the financial
     statements would not have been significant.  SFAS NO. 142 has been
     adopted by the Company in January 2002.

     Accounting Estimates - The preparation of financial statements in
     conformity with generally accepted accounting principles 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 April 30,
     2002 have been restated to be consistent with the headings and
     classifications used in the April 30, 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 April 30, 2002:

                                                    2002
                                                  ---------
          Office equipment                        $  24,113
                                                   --------
                                                     24,113
               Less:  accumulated depreciation      (14,132)
                                                   --------
                                                  $   9,981
                                                   ========

     Depreciation and amortization expense for the periods ended April 30,
     2002 and 2001 amounted to $1,132 and $1,132.

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
     the 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 April 30, 2002:

                                                     2002
                                                  ----------
          License agreements                     $   105,496
               Less accumulated amortization         (54,114)
                                                  ----------
               Total                             $    51,832
                                                  ==========

     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 three months ended April 30, 2002 and
     2001, was $27,207 and $34,310, 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 April 30, 2002:

                                                       2002
                                                    ----------
          Finished goods                            $  127,504
          Books in development                          13,142
          Less allowance for slow moving inventory    (121,129)
                                                     ---------
               Total inventory, net                 $   19,517
                                                     =========

NOTE 5 - ACCRUED LIABILITIES

     The Company had accrued liabilities as follows at April 30, 2002:

                                                     2002
                                                  -----------
          Unpaid compensation                     $   316,154
          Payroll taxes                                53,757
          Accrued interest                            185,885
          Accrued note payable default penalty        250,000
                                                   ----------
               Total accrued expenses             $   805,796
                                                   ==========

NOTE 6 - NOTES PAYABLE

     The following is a summary of notes payable to unrelated parties as of
     April 30, 2002:
                                                                          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.  These
     notes were extended until January 15, 2002.  Subsequently extended
     to November 20, 2002 through the issuance of 60,000 common
     shares.  The note is personally guaranteed by a director/
     shareholder who has pledged 50,000 shares of the Company
     he personally owns as collateral on the note.                        25,000

     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.
     The note is personally guaranteed by a director/shareholder who
     has pledged 25,000 shares of the Company he personally owns 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 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.  The note is personally
     guaranteed by a director/shareholder who has pledged 100,000
     shares of the Company he personally owns as collateral on the
     note.                                                               200,000

     20% unsecured demand note for $25,000 to an un-related party due
     upon demand.                                                         25,000

     20% unsecured demand note for $9,000 to an un-related party due
     upon demand.                                                          9,000

     20% unsecured demand note for $100,000 to an un-related party
     originally due upon demand.                                         100,000
                                                                        --------
          Total                                                        $ 544,000
                                                                        ========

     For the three months ended April 30, 2002, the Company recorded
     interest expense for these notes payable in the amount of $25,858.  At
     April 30, 2002, $114,291 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
     April 30, 2002:
                                                                         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.                                $  50,000

     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.                5,139

     12% unsecured note to a shareholder due August 31, 2002
     (See below).                                                       750,000
                                                                       --------
                                                                        805,139
                                               Less current portion:   (805,139)
                                                                       --------
                                               Long-term portion:     $     -
                                                                       ========

     For the three months ended April 30, 2002, the Company has expensed
     $24,182 in interest expense.

                                  10
<PAGE>

              ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 7 - NOTES PAYABLE - RELATED PARTIES [Continued]

     In August 2001, the Company refinanced a $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 payment, and accordingly, accrued
     potential default penalties for 1,000,000 shares of common stock.  The
     Company has used a market price of $.25 per share on April 30, 2002 to
     accrue potential default penalties of $250,000.  At April 30, 2002,
     the Company has accrued interest payable of $64,171 on this note.

     During April 2001, the Company issued a $35,000 20% unsecured note
     payable to a shareholder/director of the Company.  The note and related
     accrued interest is due October 25, 2001.  The shareholder/director was
     also assigned a $25,000 note payable from the Company by the previous
     holder of the note during the three months ended April 30, 2002.  At
     April 30, 2002, the Company owed a total of $50,000 on the notes
     payable and accrued interest payable of $6,831.

     During December 2001, the Company issued a $35,000 20% unsecured note
     payable to a relative of a shareholder/director of the Company.  The
     note and related accrued interest is due upon demand.  At April 30,
     2002, the Company owed a balance of $5,139,on the note and accrued
     interest payable of $93.

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 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 April 30, 2002, unused operating loss
     carryforwards of approximately $4,288,000 which may be applied against
     future taxable income and which expire in various years through 2022.

     The amount of and ultimate realization of the benefits from the
     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
     $1,885,000 and $1,628,000 as of April 30, 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
     $257,000 during the three months ended April 30, 2002.

                                  11
<PAGE>

              ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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 ended April 30, 2002
     and 2001:

                                                 For the Three Months Ended
                                                         April 30,
                                                ----------------------------
                                                    2002           2001
                                                -------------  -------------
     Loss from continuing operations available
       to common stockholders (numerator)       $   (361,361)  $   (231,147)
                                                 -----------    -----------
     Weighted average number of common
       shares outstanding used in basic
       earnings per share (denominator)           10,070,000      7,470,000
                                                 -----------    -----------
     Weighted number of common shares
       and potential dilutive common shares
       outstanding used in dilutive earnings
       per share (denominator)                        N/A            N/A
                                                 -----------    -----------

     Dilutive loss per share was not presented, as the affect is anti-
     dilutive.

     The Company had at April 30, 2002 and 2001 warrants and options to
     purchase 7,727,500 and 1,017,500 shares of common stock, respectively,
     at prices ranging from $.125 to $2.00 per share, that were not
     included in the computation of diluted earnings per share because
     their effect was anti-dilutive.

     The Company had convertible notes payable of $375,288 which may be
     converted into 1,516,440 shares of common stock at prices ranging from
     $.20 to $.25 per share.  The conversion feature of $215,288 of the
     notes payables were cancelled subsequent to period ended April 30,
     2002 through the issuance of 435,000 stock options.

     Subsequent to the period ended April 30, 2002, the Company issued
     options to purchase 585,000 shares of common stock at $.07 per share
     to certain holders of notes payable, creditors, and consultants.  The
     Company issued 580,000 shares of common stock at $.07 per share for
     services and obtaining and extended debt financing.

     The Company may be obligated to issue 1,000,000 shares of common stock
     to cure default penalties under the terms a note payable. (See Note 7)

                                  12
<PAGE>

              ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10 - CAPITAL STOCK

     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.

     Common Stock - The Company has authorized 50,000,000 shares of common
     stock at $.001 par value.  At April 30, 2002, the Company had
     10,070,000 shares issued and outstanding.

     Stock Option Plan - The Board of Directors adopted a Stock Option Plan
     (the Plan).  Under the terms and conditions of the Plan, the board is
     empowered to grant stock options to employees, officers, directors and
     consultants of the Company.  The total number of shares of common
     stock available under the Plan may not exceed 1,000,000 and no options
     maybe granted to be exercised more than 10 years from the date of
     grant and the aggregate fair market value of shares for which
     qualified stock options are exercisable by employee or ten percent
     shareholder during any current year may not exceed $100,000.  In June
     2002, the Board of Directors amended the Plan to increase the total
     number of shares available to 10,000,000 shares.

     At April 30 2002 and 2001, total options available to be granted under
     the Plan amounted to 2,272,500 and 322,500, respectively.

     A summary of the status of the options outstanding under the Company's
     stock option plans and employment agreements at April 30, 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
------------  -----------  ----------------  ----------------  -----------  ----------------
<S>            <C>             <C>               <C>            <C>             <C>
$       .125      50,000       4.75 yrs          $   .125          50,000       $   .125
  .35 -  .39   1,250,000          3 yrs              .36        1,250,000           .36
  .50 -  .75   1,377,500          4 yrs              .68        1,377,500           .68
 1.00 - 1.25   1,050,000          5 yrs             1.19        1,050,000          1.19
        2.00   2,000,000          5 yrs             2.00        2,000,000          2.00
$       4.00   2,000,000          5 yrs          $  4.00        2,000,000       $  4.00
               ---------                                        ---------
               7,727,500                                        7,727,500
</TABLE>
                                  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 the note
     receivable and accrued interest of $46,179 and the Company receiving
     80,000 shares of the Company's common stock, which is recorded as
     treasury stock.

NOTE 11 - RELATED PARTY TRANSACTIONS

     Notes Payable to Shareholders - During the 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 Ultimate Sports 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 three
     months ended April 30, 2002, the Company expensed $13,500 in rental
     expense related to this agreement.

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.

     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 remained 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.  At April 30, 2002, the Company had received
     $101,094 in advance payments from four professional baseball teams and
     which is reflected on the face of the financial statements as
     "Customer deposits."

     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 three
     months ended April 30, 2002, the Company expensed $13,500 in rental
     expense related to this agreement.

                                  15
<PAGE>

              ULTIMATE SPORTS ENTERTAINMENT, INC. AND SUBSIDIARY
        NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

NOTE 14 - CONCENTRATIONS

     Sales - The Company sells customized comic books primarily for teams
     in professional sports.  For the three months ended April 30, 2002, the
     Company recorded revenue of $46,200 from a sales agreement with a
     professional sport team, which was approximately 97.6% of sales.  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

     Options - Subsequent to the period ended April 30, 2002, the Company
     issued options to purchase 585,000 shares of common stock at $.07 per
     share to certain holders of notes payable, creditors, and consultants.

     Common stock - Subsequent to April 30, 2002, the Company issued
     580,000 shares of common stock at $.07 per share for services and
     obtaining and extended debt financing.

     The Company may be obligated to issue 1,000,000 shares of common stock
     to cure default penalties under the terms a note payable. (See Note 7)


                                  16
<PAGE>

    ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

     We experienced a net loss of $361,361 for the quarter ended April 30,
2002, compared to a net loss of $231,147 for the comparative quarter ended
April 30, 2001.  This increase in net loss resulted from increased expenses
for interest, loan extension fees, and default penalties of $234,219.  Most
of the charges were non-cash expenses.  Without these expenses, we recorded
a loss from operations of $127,142 for the quarter ended April 30, 2002, as
opposed to a loss from operations of $194,621 for the quarter ended April
30, 2001.  This represents an approximate 35% decrease in the loss from
operations in the comparative quarter.  Although sales dipped slightly to
$47,326 in the quarter ended April 30, 2002, from $51,029 for the quarter
ended April 30, 2001, keeping in mind that our first fiscal quarter is
seasonally slow, we experienced a gross profit of $24,804 for the quarter
ended April 30, 2002, as opposed to gross loss of $5,783 for the
comparative quarter ended April 30, 2001.  This represents our first
recorded gross profit within the first fiscal quarter since becoming ULSP.
We reduced costs of goods by approximately 60% in the quarter ended April
30, 2002 , which allowed the gross margin between sales and cost of goods
sold to be approximately 48% for the quarter ended April 30, 2002, as
opposed to a loss in gross margin for the quarter ended April 30, 2001.

     We also had significant reductions in operating expenses.  For the
quarter ended April 30, 2002, operating expenses were $151,946 as opposed
to $188,838 for the quarter ended April 30, 2001.

     In the quarter ended April 30, 2002, we were advanced three loans
totaling $140,000.  The most significant loan totaling $100,000 is due in
October of 2002.  The two additional loans, for a total of $40,000, are due
upon demand and the lenders have both called their respective notes.  One
of the loans has been paid down $6,000.

Inventory and Accounts Receivable

     As stated in our 10-KSB for the year ended January 31, 2002, we took a
non-cash charge in cost of goods of $121,129.  As previously stated, this
was due to a write down of inventory no longer salable.  We had no
significant receivables for the quarter ended April 30, 2002.

Liquidity and Capital Resources

     We maintain a net inventory of $19,517 for the quarter ended April 30,
2002.  We collect deposits for promotions throughout the year.  We record
sales once the event has occurred.  During the quarter ended April 30,
2002, we received deposits from teams as partial payment towards future
promotions that are not reflected in the financial statements.  We continue
to lack liquidity.  We have been unsuccessful in raising significant
capital.  We continue to benefit from lenders, vendors, and consultants
extending credit or services for equity in our company.  We are still
actively pursuing additional financing, which in an optimal scenario would
come from a strategic source.

     We have expanded our promotional business plan beyond the in-stadium
events.  As stated in our 10-KSB for the year ended January 31, 2002, we
completed our first out of stadium promotion with a baseball team sponsor.
We are continuing to expand our out of stadium

                                  17
<PAGE>

business with retail promotional products and events.  This type of promotion
allows us wider distribution along with greater profitability.

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;
     *    reduction in attendance at sporting events because of perceived
          or actual terrorist attacks;
     *    changes in our business strategies; and
     *    a decline in consumer interest in professional sports and/or
          athletes.

     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.

                                  PART II

                 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 15(d) of the
Securities Exchange Act of 1934.

                                SIGNATURES

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

                                 Ultimate Sports Entertainment, Inc.

Date: October 8, 2002            By: /s/ Frederick R.  Licht
                                     Frederick R. Licht, President, Principal
                                     Accounting Officer, and Chief Financial
                                     Officer

                                  18
<PAGE>

                              CERTIFICATIONS

I, Frederick R. Licht, certify that:

     1.    I have reviewed this amended quarterly report on Form 10-QSB/A
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.

                                   /s/ Frederick R.  Licht
                                   Frederick R. Licht, President and Chief
                                   Financial Officer


EXPLANATORY NOTE REGARDING CERTIFICATIONS:  Representations 4, 5, and 6 of
the Certifications as set forth in Form 10-QSB have been omitted,
consistent with the Transition Provisions of SEC Exchange Act Release No.
34-46427, because the period covered by this quarterly report ended before
the Effective Date of Rules 13a-14 and 15d-14.

                                  19