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

                                  FORM 10-KSB

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

             For the Fiscal Year ended:  December 31, 2003

                                      OR

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

             For the transition period from: _____ to ____


                         Commission File No. 0-17436

                   SPORTS ENTERTAINMENT ENTERPRISES, INC.
                ----------------------------------------------
                (Name of Small Business Issuer in its Charter)

           COLORADO                                         84-1034868
-------------------------------                    ------------------------
(State or Other Jurisdiction of                    (I.R.S. Employer Identi-
Incorporation or Organization)                         fication No.)

             6730 South Las Vegas Boulevard, Las Vegas, NV  89119
         ------------------------------------------------------------
         (Address of Principal Executive Offices, Including Zip Code)

Issuer's Telephone Number:  (702) 798-7777

Securities Registered Pursuant to Section 12(b) of the Act:  None.

Securities Registered Pursuant to Section 12(g) of the Act:

                        COMMON STOCK, $.001 PAR VALUE
                        -----------------------------
                              (Title of class)

Check whether the Issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
Yes [X]    No [ ]

Check if there is no disclosure of delinquent filers in response to Item 405
of Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. [X]

State issuer's revenues for its most recent fiscal year: $0

As of March 19, 2004, 4,283,061 shares of common stock were outstanding, and
the aggregate market value of the common stock of the Registrant held by
non-affiliates was approximately $72,600.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

                              BUSINESS DEVELOPMENT

     Sports Entertainment Enterprises, Inc. ("SPEA" or the "Company", formerly
Las Vegas Discount Golf & Tennis, Inc., "LVDG"), in 2002, completed the
following transactions:  (1) the spin-off of its All-American SportPark
("AASP", a publicly traded company) subsidiary on May 8, 2002, and (2) the
sale of its LVDGT Rainbow, Inc. subsidiary, as of August 31, 2002, to SPEA's
President in exchange for the cancellation of debt owed to SPEA's President.
The LVDGT Rainbow, Inc. subsidiary owns and operates a golf and tennis retail
store in Las Vegas and is also referred to as the Rainbow Store.  The result
of these two transactions leaves SPEA with no continuing business operations.
See "BUSINESS OF THE COMPANY" below for additional information on the
Company's ongoing activities.

     SPEA acquired AASP in February 1988, from Vaso Boreta, who was its sole
shareholder.  Vaso Boreta serves as the Company's Chairman of the Board,
President and CEO.  He also serves as the Chairman of the Board of AASP.

     The Company's business began in 1974 when Vaso Boreta opened a "Las Vegas
Discount Golf & Tennis" retail store in Las Vegas, Nevada.  This store, which
is still owned by Mr. Boreta, subsequently began distributing catalogs and
developing a mail order business for the sale of golf and tennis products.  In
1984, the Company began to franchise the "Las Vegas Discount Golf & Tennis"
retail store concept and commenced the sale of franchises.  As of February 26,
1997, when the franchise business was sold, the Company had 43 franchised
stores in operation in 17 states and 2 foreign countries.

     In 1990, the Company opened its first company-owned store in Las Vegas
(the "Rainbow Store"), which served as a showcase and training center for
franchisees. This store was sold to Vaso Boreta as of August 31, 2002.

     AASP operated the business of franchising "Las Vegas Discount Golf &
Tennis" stores and developed a concept for a sports-oriented theme park; See
"BUSINESS OF THE COMPANY."  AASP was a wholly owned subsidiary of the Company
until December 1994 when AASP completed an initial public offering of its
securities. Subsequent to this offering, the Company owned a majority of AASP
until May 8, 2002 when the shares of AASP held by the Company were distributed
to the Company's shareholders.

     SPEA converted the 250,000 shares of its Series B Convertible Preferred
Stock in AASP into common shares on a one for one basis just prior to the
distribution of the AASP shares to SPEA's shareholders on May 8, 2002.

     On July 3, 2002, the Company's shareholders approved the sale of the
Company's subsidiary, LVDGT Rainbow, Inc., to the Company's President.  The
purchase price was $347,000 paid by reducing amounts owed by SPEA to Rainbow.
As additional consideration, the Company's President forgave all remaining
amounts owed to Rainbow by SPEA at the time the transaction was approved that
amounted to $255,000.  The sale closed August 31, 2002.

     On July 3, 2002, the Company's shareholders approved a one for two
reverse split of the outstanding shares of Common Stock, and approved an
amendment to the Company's Articles of Incorporation to increase the number of
shares of authorized Common Stock from 15,000,000 shares to 100,000,000.  The
reverse split became effective on July 16, 2002.  The reverse split has been
given retroactive effect throughout this Form 10-KSB.

                                     2



                          BUSINESS OF THE COMPANY

     The Company has disposed of all of its operating businesses.  The Company
will continue to incur costs that are necessary for it to remain an active
public company.  These ongoing costs are expected to be funded by a related
party and accrue interest at 10% per annum until repaid.

     The Company's primary objective at this point is to seek out and pursue a
transaction with a business enterprise that might have a desire to take
advantage of the Company's status as a public corporation. There is no
assurance that the Company will acquire a favorable business opportunity
through such a transaction. In addition, even if the Company becomes involved
in such a business opportunity, there is no assurance that it will generate
revenues or profits, or that the market price of the Company's common stock
will be increased thereby.

     At this time, management does not intend to target any particular
industry but, rather, intends to judge any opportunity on its individual
merits.  Any such transaction will likely have a dilutive effect on the
interests of the Company's stockholders that will, in turn, reduce each
shareholder's proportionate ownership and voting power in the Company.

     The Company has no commitments to enter into or acquire a specific
business opportunity and therefore can disclose the risks of a business or
opportunity that it may enter into in only a general manner, and cannot
disclose the risks of any specific business or opportunity that it may enter
into.  An investor can expect a potential business opportunity to be quite
risky.  Any business opportunity acquired may be currently unprofitable or
present other negative factors.

LIABILITY INSURANCE

     The Company does not carry any liability insurance due to no ongoing
business operations.

MARKETING

     The Company is marketing itself to investment bankers and others who may
be able to facilitate a public shell merger transaction.  Several private
companies with the desire to become public have been presented to the Company,
none of which were deemed acceptable opportunities for the Company's
shareholders.

COMPETITION

     The Company is competing with many other companies that have the same
objective as the Company.  This may inhibit the Company's ability to achieve
its objective of finding a favorable reverse acquisition candidate to merge
with the Company.

EMPLOYEES

     There are no employees for the Company.  Company operations are supported
by executive office employees at AASP of which there are 4 full time employees
and 1 part time employee.  The costs of AASP executive office employees
incurred relating to the ongoing operations of the Company are allocated to
the Company by AASP based on time and effort expended.




                                      3



ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company's corporate offices are located inside the clubhouse building
of AASP's Callaway Golf Center property at 6730 South Las Vegas Boulevard, Las
Vegas, Nevada 89119.  The Callaway Golf Center property occupies approximately
42 acres of leased land.  The Company does not pay rent for the use of these
facilities.

ITEM 3.  LEGAL PROCEEDINGS.

     None.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     None.


                                    PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

     MARKET INFORMATION.  The Company's Common Stock is traded in the
over-the-counter market and is presently quoted on the OTC Bulletin Board
under the symbol "SPEA."  The following table sets forth the closing high and
low sales prices of the Common Stock for the periods indicated.

                                                  HIGH       LOW
     -----------------------------               ------     ------

     Year Ended December 31, 2003:
       First Quarter                             $0.030     $0.010
       Second Quarter                            $0.050     $0.010
       Third Quarter                             $0.025     $0.020
       Fourth Quarter                            $0.030     $0.020

     Year Ended December 31, 2002:
       First Quarter                             $0.460     $0.060
       Second Quarter                            $0.500     $0.040
       Third Quarter                             $0.100     $0.050
       Fourth Quarter                            $0.050     $0.025

     HOLDERS.  The number of holders of record of the Company's no par value
common stock at March 1, 2004, was approximately 1,000.  This does not include
approximately 1,000 shareholders that hold stock in their accounts at
broker/dealers.

     DIVIDENDS.  Holders of common stock are entitled to receive such
dividends as may be declared by the Company's Board of Directors.  No
dividends have been paid with respect to the Company's common stock and no
dividends are anticipated to be paid in the foreseeable future.  It is the
present policy of the Board of Directors to retain all earnings to provide for
the growth of the Company.  Payment of cash dividends in the future will
depend, among other things, upon the Company's future earnings, requirements
for capital improvements and financial condition.

ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

     The following information should be read in conjunction with the
Company's Financial Statements and the Notes thereto included in this report.


                                      4


OVERVIEW

     The Company's continuing operations are thoseof a company with no current
operating business; this results in the Company incurring general and
administrative costs necessary to support an active public company that is
seeking a business opportunity.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     Operations of LVDGT Rainbow, Inc. through August 31, 2002 and
All-American SportPark, Inc. through May 8, 2002 have been classified as "Loss
from discontinued operations" pursuant to Statement of Financial Accounting
Standards ("SFAS") No. 144, Accounting for the Impairment or Disposal of
Long-Lived Assets.

     The Company has elected to follow Accounting Principles Board Opinion No.
25, Accounting for Stock Issued to Employees and related interpretations in
accounting for its employee stock options.

     The Company does not employ any other accounting policies and estimates
that are either selected from among available alternatives or require the
exercise of significant management judgment to apply.

Except for allocations of general and administrative expenses by affiliates,
there are no accounting estimates reflected in the Company's financial
statements.

RESULTS OF CONTINUING OPERATIONS - YEAR ENDED DECEMBER 31, 2003 VERSUS YEAR
ENDED DECEMBER 31, 2002

     SELLING, GENERAL AND ADMINISTRATIVE ("SG&A").  SG&A expenses consist
principally of payroll, rent, professional fees and other corporate costs.
The decrease of 58.4% to $85,008 in 2003 compared to $204,572 in 2002 is due
to lower payroll expenses of about $75,000 and professional fees of about
$45,000.  The lower payroll expense relates to the salary of the Company's
President that was paid in 2002 but not in 2003 because of mid-2002
dispositions of the Company's operating businesses.  More professional fees
were incurred in 2002 to facilitate the May 2002 spin-off of AASP and the July
2002 sale of the Rainbow retail store.

     INTEREST EXPENSE, NET.  Net interest expense increased 95.6% to $9,491 in
2003 compared to $4,852 in 2002 due primarily to interest accruing on advances
made from related parties to fund the Company's ongoing operations.


LIQUIDITY AND CAPITAL RESOURCES

     For reasons described below and in Note 1.c. to the financial statements,
in its report dated February 20, 2004, the Company's independent auditors have
expressed substantial doubt as to the Company's ability to continue as a going
concern.

     The Company has disposed of all of its operating businesses.  The Company
will continue to incur costs that are necessary for it to remain an active
public company seeking a business opportunity.  At December 31, 2003, the
Company had no working capital.  The Company's current and expected sources of
working capital are related parties.  Ongoing expenses incurred by the Company
have been paid by Rainbow or AASP and these entities are expected to continue
this practice.  Currently, there is no plan in place regarding repayment of
these advances; however, the advances made to the Company will accrue interest
at ten percent per annum until repaid.

                                      5


     The Company's primary objective is to seek out and pursue a transaction
with a business enterprise that might have a desire to take advantage of the
Company's status as a public corporation. There is no assurance that the
Company will acquire a favorable business opportunity through such a
transaction.  In addition, even if the Company becomes involved in such a
business opportunity, there is no assurance that it will generate revenues or
profits, or that the market price of the Company's common stock will be
increased thereby.

     At this time, management does not intend to target any particular
industry but, rather, intends to judge any opportunity on its individual
merits.  Any such transaction will likely have a dilutive effect on the
interests of the Company's stockholders that will, in turn, reduce each
shareholder's proportionate ownership and voting power in the Company.

     The Company has no commitments to enter into or acquire a specific
business opportunity and therefore can disclose the risks of a business or
opportunity that it may enter into in only a general manner.  An investor can
expect any potential business opportunity to be quite risky.  Any business
opportunity acquired may be currently unprofitable or present other negative
factors.

     There are no planned material capital expenditures in 2004.

OFF-BALANCE SHEET ARRANGEMENTS

     The Company has no off-balance sheet arrangements.

SAFE HARBOR PROVISION

     The Private Securities Litigation Reform Act of 1995 provides a "safe
harbor" for forward-looking statements.  Certain information included in this
Annual Report contains statements that are forward-looking, such as statements
relating to plans for future expansion and other business development
activities, as well as other capital spending, financing sources, the effects
of regulations and competition. Such forward-looking information involves
important risks and uncertainties that could significantly affect anticipated
results in the future and, accordingly, such results may differ from those
expressed in any forward-looking statements by or on behalf of the Company.
These risks and uncertainties include, but are not limited to, those relating
to dependence on existing management, leverage and debt service (including
sensitivity to fluctuations in interest rates), domestic or global economic
conditions (including sensitivity to fluctuations in foreign currencies),
changes in federal or state tax laws or the administration of such laws,
changes in regulations and application for licenses and approvals under
applicable jurisdictional laws and regulations.

ITEM 7.  FINANCIAL STATEMENTS.

     The financial statements are set forth on pages F-1 through F-10 hereto.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

     None.





                                      6



ITEM 8A.  CONTROLS AND PROCEDURES.

     As of December 31, 2003, under the supervision and with the participation
of the Company's Chief Executive Officer and Principal Financial Officer,
management has evaluated the effectiveness of the design and operations of the
Company's disclosure controls and procedures.  Based on that evaluation, the
Chief Executive Officer and Principal Financial Officer concluded that the
Company's disclosure controls and procedures were effective as of December 31,
2003.  There have been no changes in internal control over financial reporting
that occurred during the fourth quarter of the fiscal year covered by this
report that have materially affected, or are reasonably likely to affect, the
Company's internal control over financial reporting.


                                   PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The Directors and Executive Officers of the Company are as follows:

       NAME           AGE             POSITIONS AND OFFICES HELD
------------------    ---   -------------------------------------------------
Vaso Boreta           69    Chairman of the Board, President, Chief Executive
                            Officer, Treasurer, and Secretary

Ronald S. Boreta      41    Director

Robert R. Rosburg     76    Director

William Kilmer        63    Director

     Except for the fact that Vaso Boreta and Ronald Boreta are father and
son, respectively, there is no family relationship between any Directors or
Officers of the Company.

     The Company does not currently have an audit committee.  The full Board
of Directors serves as the audit committee.  The Company has no "audit
committee financial expert" on the Board of Directors because, due to a lack
of operating activities, it is not deemed necessary to have one. The Company
also presently has no compensation or nominating committee.

     All Directors hold office until the next Annual Meeting of Shareholders.

     Officers of the Company are elected annually by, and serve at the
discretion of, the Board of Directors.

     The following sets forth biographical information as to the business
experience of each officer and director of the Company for at least the past
five years.

     VASO BORETA has been Chairman of the Board of Directors since December
1989, President since July 1994, and Treasurer and Secretary since June 1992,
and a Director of the Company since February 1988.  He also served as the
Company's President from February 1988 to December 1989, and October 1990 to
June 1992.  In 1974, Mr. Boreta first opened a specialty business named "Las
Vegas Discount Golf & Tennis," which retailed golf and tennis equipment and
accessories.  Mr. Boreta's original store is an Affiliated Store of the
Company.  Mr. Boreta devotes approximately 5% of his time to the business of
the Company and the balance to operating his Affiliated Stores.

                                     7


     RONALD S. BORETA has been a Director since February 1988, and served as
President of the Company from June 1992 until July 1994.  He also previously
served as Vice President, Secretary and Treasurer of the Company.  He has been
employed by AASP since its inception in March 1984, with the exception of a
6-month period in 1985 when he was employed by a franchisee of AASP located in
San Francisco, California.  Mr. Ron Boreta has also been a Director of AASP
since 1984, and an Officer since 1986. Prior to his employment by AASP, Mr.
Boreta was an assistant golf professional at San Jose Municipal Golf Course in
San Jose, California, and had worked for two years in the areas of sales and
warehousing activities with a golf discount store in South San Francisco,
California.  Mr. Boreta devotes 10% of his time to the business of the
Company.

     ROBERT R. ROSBURG has served as a Director of the Company since November
1989.  Mr. Rosburg has been a professional golfer since 1953.  From 1953 to
1974 he was active on the Professional Golf Association tours, and since 1974
he has played professionally on a limited basis.  Since 1975 he has been a
sportscaster on ABC Sports golf tournament telecasts.  Since 1985 he has also
been the Director of Golf for Rams Hill Country Club in Borrego Springs,
California. Mr. Rosburg received a Bachelor's Degree in Humanities from
Stanford University in 1948.

     WILLIAM KILMER has served as a Director of the Company since July 1990.
Mr. Kilmer is a retired professional football player, having played from 1961
to 1978 for the San Francisco Forty-Niners, the New Orleans Saints and the
Washington Redskins. Since 1978, he has toured as a public speaker and also
has served as a television analyst.  Mr. Kilmer received a Bachelor's Degree
in Physical Education from the University of California at Los Angeles.

SECTION 16(A) BENEFICIAL REPORTING COMPLIANCE

     Based solely on a review of Forms 3 and 4 and amendments thereto
furnished to the Company during its most recent fiscal year, and Forms 5 and
amendments thereto furnished to the Company with respect to its most recent
fiscal year and certain written representations, no persons who were either a
director, officer, beneficial owner of more than ten percent of the Company's
common stock, failed to file on a timely basis reports required by Section
16(a) of the Exchange Act during the most recent fiscal year.

CODE OF ETHICS

     The Company has not yet adopted a code of ethics that applies to the
Company's principal executive officer, principal financial officer, principal
accounting officer or controller, or persons performing similar functions,
since the Company currently has no operations and has been focusing its
efforts on locating a business opportunity.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table sets forth information regarding the executive
compensation for the Company's President and each other executive officer that
received compensation in excess of $100,000 for the years ended December 31,
2003, 2002, and 2001, from the Company:
<TABLE>
<CAPTION>





                                      8




                                  SUMMARY COMPENSATION TABLE

                                                        LONG-TERM COMPENSATION
                              ANNUAL COMPENSATION                 AWARDS
                          ---------------------------   -----------------------
                                                                  SECURITIES
                                             OTHER      RE-       UNDERLYING     ALL
                                             ANNUAL     STRICTED  OPTIONS/      OTHER
NAME AND PRINCIPAL                           COMPEN-    STOCK     SARs          COMPEN-
POSITION            YEAR  SALARY(1)  BONUS   SATION(2)  AWARD(S)  (NUMBER)      SATION
------------------  ----  --------- -------- -------    --------- ------------  ------
<S>                 <C>   <C>       <C>      <C>        <C>       <C>           <C>
Vaso Boreta,       2003  $      0    --         --        --        --          --
 President and     2002  $ 58,242    --      $17,173(2)   --        --          --
 Chairman of the   2001  $100,000    --      $30,250      --        --          --
 Board
______________

(1)  Includes $23,077 for 2001, $50,000 for 2000 deferred by Vaso Boreta. This election
     has made in September 1999 and the deferral ended in June 2001.

(2)  Represents amounts accrued or contributed by the Company to the Company's
     Supplemental Retirement Plan on behalf of Vaso Boreta.
</TABLE>

COMPENSATION OF DIRECTORS

     Directors who are not employees of the Company do not receive any fees
for Board meetings they attend but are entitled to be reimbursed for
reasonable expenses incurred in attending such meetings.

EMPLOYMENT AGREEMENTS

     The Company's President, Vaso Boreta, did not have an employment
agreement with the Company.   Since July 31, 1994, the Company had paid Mr.
Vaso Boreta an annual salary of $100,000.  Effective July 31, 2002, Vaso
Boreta ceased receiving a salary from the Company.

STOCK OPTION PLANS

     In 1991, the Company's Board of Directors adopted a Stock Option Plan
(the "1991 Plan").  The 1991 Plan allows the Board to grant stock options from
time to time to employees, officers and directors of the Company and
consultants to the Company. The Board of Directors has the power to determine
at the time the option is granted whether the option will be an Incentive
Stock Option (an option that qualifies under Section 422 of the Internal
Revenue Code of 1986) or an option that is not an Incentive Stock Option.
However, Incentive Stock Options will only be granted to persons who are
employees or officers of the Company.  The Board of Directors determines
vesting provisions at the time options are granted. The total number of shares
of Common Stock subject to options under the 1991 Plan may not exceed 250,000,
subject to adjustment in the event of certain recapitalizations,
reorganizations and so forth.  The option price must be satisfied by the
payment of cash and will be no less than the fair market value of the Common
Stock on the date the option is granted.

     Under the 1991 Plan, in August 1999, the Company's Board of Directors
granted options to purchase 210,500 shares of the Company's common stock for a
period of 5 years from the grant date.  All such options are all 100% vested
and were issued to the following people and were still outstanding as of March
15, 2004.

                                      9


                     RELATIONSHIP             SHARES SUBJECT    EXERCISE
      NAME           TO THE COMPANY           TO OPTION         PRICE
----------------     --------------------     --------------    --------

Ronald S. Boreta     Officer and Director         140,500       $2.17
John Boreta          Employee                      65,000       $2.17
Theodore Abbruzzese  Consultant                     5,000       $2.17

     In April 2000, the Company's Board of Directors approved the grant of an
option to Kirk Hartle, the Company's former Chief Financial Officer, to
purchase an aggregate 25,000 shares of the Company's common stock at the price
of $2.17 per share that is higher than the closing market price on the date of
grant. The options are fully vested and expire April 24, 2005.  Mr. Hartle
resigned from the Company effective February 20, 2004.

SUPPLEMENTAL RETIREMENT PLAN

     The Company had a Supplemental Retirement Plan, pursuant to which certain
employees selected by the Company's Chief Executive Officer received benefits
based on the amount of compensation elected to be deferred by the employee and
the amount of contributions made on behalf of the employee by the Company.

     The Company made or accrued contributions to the Supplemental Retirement
Plan on behalf of Vaso Boreta of $17,173 for 2002 and $30,250 for 2001.

     Contributions to this plan ceased in August 2002 in connection with the
discontinuance of salary being paid to Vaso Boreta.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

     The following table sets forth, as of March 1, 2004, the stock ownership
of each person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each Officer and Director individually,
and all Directors and Officers of the Company as a group.  Except as noted,
each person has sole voting and investment power with respect to the shares
shown.

                                    AMOUNT AND
NAME AND ADDRESS                  NATURE OF BENE-           PERCENT
OF BENEFICIAL OWNERS              FICIAL OWNERSHIP          OF CLASS
-------------------------         ---------------           --------

Vaso Boreta                              6,984 (1)             0.2%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Ronald S. Boreta                     1,317,558 (2)            29.8%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Robert R. Rosburg                         2,500                0.1%
49-425 Avenida Club La Quinta
La Quinta, CA  92253

William Kilmer                            2,500                0.1%
1853 Monte Carlo Way
Coral Springs, FL  33071


                                      10



John Boreta                             969,710 (3)           22.3%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Boreta Enterprises, Ltd. (4)            652,223                15.2%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

ASI Group LLC (5)                     1,325,633 (6)            29.7%
c/o Agassi Enterprises, Inc.
Suite 750
3960 Howard Hughes Parkway
Las Vegas, NV  89109

All Directors and Officers            1,329,542                28.3%
as a Group (5 persons)
___________________

(1)  Includes 50 shares held directly and 6,934 shares which represents Vaso
     Boreta's share of the Common Stock held by Boreta Enterprises.

(2)  Includes 728,303 shares held directly, 448,755 shares which represents
     Ronald Boreta's share of the Common Stock held by Boreta Enterprises
     Ltd., and 140,500 shares underlying Stock Options exercisable within
     60 days held by Ronald Boreta.

(3)  Includes 708,176 shares held directly, 196,534 shares which represents
     John Boreta's share of the Common Stock held by Boreta Enterprise
     Ltd. and 65,000 shares underlying Stock Options exercisable within
     60 days held by John Boreta.

(4)  Boreta Enterprises Ltd. is a Nevada limited liability company whose
     members and respective percentage ownership are as follows:

                  Ronald Boreta - 68.81%
                  John Boreta   - 30.13%
                  Vaso Boreta   -  1.06%

     Ronald Boreta is the sole manager of Boreta Enterprises Ltd.

(5)  ASI Group LLC is a Nevada limited liability company whose members are
     Andre K. Agassi and Perry Craig Rogers.

(6)  Includes 1,151,645 shares owned directly and 173,988 shares underlying
     options exercisable within 60 days held by ASI Group LLC.

EQUITY COMPENSATION PLAN INFORMATION

     The following table summarizes shares and exercise price information
about the Company's equity compensation plans as of December 31, 2003:











                                       11



<TABLE>
<CAPTION>
------------------------------------------------------------------------------------
                                                                      Number of
                                                                 securities remain-
                                                                 ing available for
                                                                  future issuance
                      Number of securi-                             under equity
                      ties to be issued     Weighted-average     compensation plans
                      upon exercise of      exercise price of    (excluding securi-
                     outstanding options,  outstanding options,    ties reflected
                     warrants and rights   warrants and rights      in column (a))
   Plan Category             (a)                   (b)                  (c)
-----------------------------------------------------------------------------------
<S>                  <C>                   <C>                   <C>
Equity compensation        235,500                $2.17                14,500
plans approved by
security holders
-----------------------------------------------------------------------------------
Equity compensation              0                  --                      0
plans not approved
by security holders
-----------------------------------------------------------------------------------
     Total                 235,500                $2.17                14,500
-----------------------------------------------------------------------------------
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On July 3, 2002, the Company's shareholders approved the sale of the
Company's subsidiary, LVDGT Rainbow, Inc., to the Company's President.  The
purchase price was $347,000 paid by reducing amounts owed by SPEA to Rainbow.
As additional consideration, the Company's President forgave all remaining
amounts owed to Rainbow by SPEA at the time the transaction was approved that
amounted to $255,000.  The sale closed August 31, 2002.

     During 2002, the Paradise Store purchased $43,429 in sporting goods
merchandise from the Rainbow Store.  Also during 2002, the Paradise Store sold
$242,846 in merchandise to the Rainbow Store.  Management believes that the
terms of these transactions were on terms no less favorable to the Company
than if the transactions were with unaffiliated third parties.

     The Rainbow store and the Paradise Store shared advertising costs in the
Las Vegas market on an equal basis.  During 2002, the Rainbow store paid
$70,050 for advertising.

     The Company has amounts payable to the Rainbow Store and AASP totaling
approximately $150,000.  Included in the foregoing balance is accrued interest
payable of approximately $12,000.  Until the Company achieves its objective of
completing a transaction with a business enterprise, interest will continue to
accrue on the outstanding balances due Rainbow and AASP at a rate of ten
percent per annum. These advances are not evidenced by a signed promissory
note and have no scheduled maturity.  Rainbow and AASP have agreed to defer
payment of these amounts until the Company achieves its stated objective.

     The Company's Board of Directors believes that the terms of the above
transactions were on terms no less favorable to the Company than if the
transactions were with unaffiliated third parties.




                                     12



ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.

      (a)   3. EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION                    LOCATION

 2          Agreement for the Purchase     Incorporated by reference to
            and Sale of Assets, as         Exhibit 10 to the Registrant's
            amended                        Current Report on Form 8-K
                                           dated February 26, 1997

 3.1        Articles of Incorporation,     Incorporated by reference to
            as amended                     Exhibit 3.1 to Registrant's
                                           Form S-1 Registration Statement
                                           (No. 33-33450)

 3.2        Bylaws                         Incorporated by reference to
                                           Exhibit 3.2 to Registrant's
                                           Form S-1 Registration Statement
                                           (No. 33-33450)

 3.3        Articles of Amendment to       Incorporated by reference to
            Articles of Incorporation      Exhibit 3.3 to Registrant's
                                           Form S-1 Registration Statement
                                           (No. 33-33450)


 3.4        Statement Establishing         Incorporated by reference to
            Series A Preferred Stock       Exhibit 3.4 to Registrant's
                                           Form S-1 Registration Statement
                                           (No. 33-33450)

10.1        1991 Stock Option Plan         Incorporated by reference to
                                           Exhibit 10.16 to Registrant's
                                           Annual Report on Form 10-K
                                           For the year ended December
                                           31, 1991

10.2        Promissory Note to Vaso        Incorporated by reference to
            Boreta dated February 1,       Exhibit 10.6 to the Registrant's
            1997                           Annual Report on Form 10-KSB for
                                           the year ended December 31, 1996

10.20       Investment and Voting Agree-   Incorporated by reference
            ment, dated as of October 19,  to the Registrant's Current
            1998, by and between ASI       Report on Form 8-K dated
            Group, L.L.C. and Las Vegas    October 19, 1998
            Discount Golf & Tennis, Inc.

10.21       Option Agreement, dated as     Incorporated by reference
            of October 19, 1998, by and    to the Registrant's Current
            between ASI Group, L.L.C.      Report on Form 8-K dated
            and Las Vegas Discount Golf &  October 19, 1998
            Tennis, Inc.





                                      13



10.22       Voting Agreement, dated as     Incorporated by reference
            of October 19, 1998, by and    to the Registrant's Current
            among ASI Group, L.L.C. and    Report on Form 8-K dated
            Messrs. John Boreta, Ronald    October 19, 1998
            Boreta and Vaso Boreta and
            Boreta Enterprises, Inc.

10.23       Co-Sale Agreement, dated as    Incorporated by reference
            of October 19, 1998, by and    to the Registrant's Current
            among ASI Group, L.L.C., Las   Report on Form 8-K dated
            Vegas Discount Golf & Tennis,  October 19, 1998
            Inc. and Messrs. John Boreta,
            Ronald Boreta and Vaso Boreta
            and Boreta Enterprises, Inc.

10.24       Investment Agreement, dated    Incorporated by reference
            as of October 19, 1998, by     to the Registrant's Current
            and between Las Vegas          Report on Form 8-K dated
            Discount Golf & Tennis, Inc.   October 19, 1998
            and Saint Andrews Golf
            Corporation

10.25       Purchase Agreement among       Incorporated by reference
            Vaso Boreta, LVDGT Rainbow,    to the Registrant's Current
            Inc. and Sports Entertain-     Report on Form 8-K dated
            ment Enterprises, Inc.         August 31, 2002
            dated May 16, 2002


31          Certification of Chief         Filed herewith electronically
            Executive Officer and
            Principal Financial
            Officer Pursuant to
            Section 302 of the
            Sarbanes-Oxley Act of 2002

32          Certification of Chief         Filed herewith electronically
            Executive Officer and
            Principal Financial
            Officer Pursuant to
            Section 18 U.S.C.
            Section 1350

     (b)  REPORTS ON FORM 8-K.

     None.

ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES.

AUDIT FEES

     The aggregate fees billed for each of the last two fiscal years ended
December 31, 2003 and 2002 by Piercy Bowler Taylor & Kern for professional
services rendered for the audit of the Company's  annual financial statements
and review of financial statements included in the Company's quarterly reports
on Form 10-QSB were $8,000 and $15,500, respectively.

AUDIT RELATED FEES

     None.


                                      14



TAX FEES

     The aggregate fees billed for tax services rendered by Piercy Bowler
Taylor & Kern for tax compliance and tax advice for the two fiscal years ended
December 31, 2003 and 2002, were $1,000 and $3,000, respectively.

ALL OTHER FEES

      None.

AUDIT COMMITTEE PRE-APPROVAL POLICY

     Under provisions of the Sarbanes-Oxley Act of 2002, the Company's
principal accountant may not be engaged to provide non-audit services that are
prohibited by law or regulation to be provided by it, and the Board of
Directors (which serves as the Company's audit committee) must pre-approve the
engagement of the Company's principal accountant to provide permissible
non-audit services.  The Company's Board of Directors has not established any
policies or procedures other than those required by applicable laws and
regulations. The non-audit services provided by the Company's principal
accountant in 2003 were not pre-approved by the Board of Directors, but are
not considered material and were incurred prior to the effectiveness of
related rules.





































                                     15



                   REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To the Board of Directors and Shareholders of
  Sports Entertainment Enterprises, Inc.:

     We have audited the accompanying balance sheets of Sports Entertainment
Enterprises, Inc. (a Colorado corporation) (the "Company") as of December 31,
2003 and 2002, and the related statements of operations, shareholders' equity
deficiency and cash flows for the years then ended. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Sports
Entertainment Enterprises, Inc. as of December 31, 2003 and 2002 and the
results of their operations and their cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States.

     The accompanying financial statements have been prepared assuming that
the Company will continue as a going concern.  However, as discussed in Note
1c to the financial statements, the Company has disposed of all of its
operating businesses leaving it an active public company seeking a business
opportunity.  This raises substantial doubt about the Company's ability to
continue as a going concern.  Management's plans in regard to these matters
are also described in Note 1c.



                                    /s/ Piercy Bowler Taylor & Kern

                                    PIERCY BOWLER TAYLOR & KERN
Las Vegas, Nevada
February 20, 2004


















                                      F-1


                     SPORTS ENTERTAINMENT ENTERPRISES, INC.
                                 BALANCE SHEETS
                            DECEMBER 31, 2003 AND 2002

                                                 2003              2002
                                             ------------      ------------

ASSETS
  Cash                                       $      -          $        732
  Other assets                                        962               962
                                             ------------      ------------
     Total assets                            $        962      $      1,694
                                             ============      ============

LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY

Due to affiliates                            $    150,579      $     71,379
                                             ------------      ------------
     Total liabilities                            150,579            71,379

Shareholders' equity deficiency:
  Series A Convertible Preferred Stock,
   no par value, 5,000,000 shares
   authorized; no shares issued                      -                 -
  Common Stock, no par value, 100,000,000
   shares authorized, 4,283,061 and
   4,240,061 shares issued and outstanding
   at December 31, 2003 and December 31,
   2002, respectively                           6,114,590         6,114,590
  Additional paid-in capital                   12,248,746        12,248,316
  Accumulated deficit                         (18,512,953)      (18,432,591)
                                             ------------      ------------
     Total shareholders' equity deficiency       (149,617)          (69,685)
                                             ------------      ------------
Total liabilities and shareholders' equity
  deficiency                                 $        962      $      1,694
                                             ============      ============





















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

                                     F-2



                     SPORTS ENTERTAINMENT ENTERPRISES, INC.
                             STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                 2003              2002
                                             ------------      ------------
General and administrative expenses       $     85,008      $    204,572


Other income (expense):
  Gain on sale of securities                         -               43,469
  Gain on extinguishment of debt                   14,137              -
  Interest expense, net                            (9,491)           (4,852)
                                             ------------      ------------
                                                    4,646            38,617
                                             ------------      ------------
Loss from continuing operations                   (80,362)         (165,955)

DISCONTINUED OPERATIONS:
  Loss from operations of discontinued
   components                                        -              (26,155)
                                              ------------      ------------
     Net loss                                     (80,362)         (192,110)
                                             ============      ============

NET LOSS PER SHARE:
  Basic and diluted:
   Loss from continuing operations           $      (0.02)     $      (0.04)
   Loss from discontinued operations                 -                (0.01)
                                             ------------      ------------
     Net loss per share                      $      (0.02)     $      (0.05)
                                             ============      ============



























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

                                     F-3


                     SPORTS ENTERTAINMENT ENTERPRISES, INC.
                      STATEMENTS OF SHAREHOLDERS' EQUITY
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002


<TABLE>
<CAPTION>
                                                           ACCUMULATED
                                             ADDITIONAL      OTHER
                      PREFERRED    COMMON    PAID-IN      COMPREHENSIVE   ACCUMULATED
                        STOCK      STOCK     CAPITAL         INCOME        DEFICIT       TOTAL
                      ---------  ---------- ------------  -------------  ------------  ----------
<S>                   <C>        <C>        <C>           <C>            <C>          <C>

Balances,
January 1, 2002       $    -     $6,107,700 $  5,361,687  $     47,234   $(18,240,481) $(6,723,860)

Common stock issued
for services                          6,890                                                  6,890

Spin-off of AASP
subsidiary                                     6,631,086                                 6,631,086

Debt forgiveness
recorded as
contributed capital                              255,543                                   255,543

Comprehensive loss:
  Net loss                                                                   (192,110)    (192,110)
  Other comprehensive
  loss:
   Unrealized holding
   losses on securities                                        (47,234)                    (47,234)
                      ---------  ----------  -----------  -------------  ------------  -----------
Balances,
December 31, 2002          -     6,114,590   12,248,316          -       (18,432,591)     (69,685)
                      ---------  ----------  -----------  -------------  ------------  -----------

Common stock issued
for services                                         430                                       430

Net loss                                                                      (80,362)     (80,362)
                      ---------  ----------  -----------  -------------  ------------  -----------
Balances,
December 31, 2003     $     -    $6,114,590  $12,248,746  $        -     $(18,512,953)   $(149,617)
                      =========  ==========  ===========  =============  ============  ===========
</TABLE>















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

                                     F-4



                     SPORTS ENTERTAINMENT ENTERPRISES, INC.
                             STATEMENTS OF CASH FLOWS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                                 2003              2002
                                             ------------      ------------

CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                   $    (80,362)     $   (192,110)
    Adjustment to reconcile net loss to
     net cash used in operating activities
     of continuing operations:
    Loss from discontinued operations                -               26,155
    Gain on sale of securities to subsidiary         -              (43,469)
    Gain on extinguishment of debt                (14,137)             -
    Common stock issued for services                  430             6,890
    Changes in operating assets and
     liabilities:
      Decrease in accounts receivable                -                   20
      Decrease in prepaid expenses and other         -                1,323
                                             ------------      ------------
        Net cash used in operating
         activities of continuing operations      (94,069)         (201,191)
                                             ------------      ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Decrease in bank overdraft                         -               (3,286)
  Increase in due to related entities              93,337           205,209
                                             ------------      ------------
        Net cash provided by financing
         activities of continuing operations       93,337           201,923

Net cash used in discontinued operations             -             (192,326)

NET DECREASE IN CASH                                 (732)         (191,594)

CASH, beginning of period                             732           192,326
                                             ------------      ------------
CASH, end of period                          $       -         $        732
                                             ============      ============

NON-CASH INVESTING AND FINANCING
ACTIVITIES:
  Sale of subsidiary's stock in exchange
   for reduction of debt                     $       -         $    614,000
                                             ============      ============













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

                                     F-5



           SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                NOTES TO FINANCIAL STATEMENTS

1.   ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION

     a. ORGANIZATIONAL STRUCTURE

The accompanying financial statements include the accounts of Sports
Entertainment Enterprises, Inc. ("SPEA" or the "Company"), and its controlled
subsidiaries through the dates of the following transactions.  As of August
31, 2002, SPEA completed the sale of 100% of the stock of its former
subsidiary, LVDGT Rainbow, Inc. ("Rainbow") to SPEA's President (Note 3).  As
of May 8, 2002, SPEA completed the distribution of all of the shares of
All-American SportPark, Inc. ("AASP"), a publicly traded company, held by the
Company to SPEA's shareholders of record as of May 3, 2002.  Operations of
Rainbow through August 31, 2002, and AASP through May 8, 2002, have been
classified as "Loss from operations of discontinued component" pursuant to
Statement of Financial Accounting Standards ("SFAS") No. 144, Accounting for
the Impairment or Disposal of Long-lived Assets.   As a result of the Rainbow
sale and AASP spin-off, SPEA ceased having any interest in Rainbow or AASP
and, has no continuing operations other than those of a company seeking a
business opportunity.

     b.  DISCONTINUED OPERATIONS

The caption in the accompanying statements of operations for 2002 titled "loss
from operations of discontinued components" represents the losses incurred by
AASP and Rainbow through the disposal or spin-off date of the respective
entity in 2002.  For 2002, the loss incurred by AASP was $54,014 on revenues
of $841,888; Rainbow earned income of $27,859 on revenues of $2,001,749.

     c.   GOING CONCERN MATTERS

The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business.

The Company has disposed of all of its operating businesses.  The Company will
continue to incur costs that are necessary for it to remain an active public
company.  These ongoing costs have been and are expected to continue being
funded by a related party; the resultant obligation will accrue interest at
10% per annum until repaid.

The Company's primary objective at this point is to seek out and pursue a
transaction with a business enterprise that might have a desire to take
advantage of the Company's status as a public corporation. There is no
assurance that the Company will acquire a favorable business opportunity
through such a transaction. In addition, even if the Company becomes involved
in such a business opportunity, there is no assurance that it will generate
revenues or profits, or that the market price of the Company's common stock
will be increased thereby.

The financial statements do not include any adjustments relating to the
recoverability of assets and the classification of liabilities that might be
necessary should the Company be unable to continue as a going concern.

d.   ESTIMATES USED IN THE PREPARATION OF FINANCIAL STATEMENTS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that may require revision in future periods.

                                    F-6


2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.   STOCK-BASED COMPENSATION

The Company has elected to follow Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees (APB25) and related Interpretations
in accounting for its employee stock options.  Under APB 25, because the
exercise price of the Company's employee stock options equals the market price
of the underlying stock on the date of grant, no compensation expense is
recognized.

     b.   LOSS PER SHARE

Basic and diluted loss per share is computed by dividing reported net loss
from continuing operations and discontinued operations by the weighted-average
number of common shares outstanding during the period.  The weighted-average
number of common and common equivalent shares used in the calculation of basic
and diluted earnings per share was 4,271,869 for 2003 and 4,180,509 for 2002.

3.   RELATED PARTY TRANSACTIONS

On July 3, 2002, the Company's shareholders approved the sale of the Company's
subsidiary, LVDGT Rainbow, Inc., to the Company's President in exchange for a
settlement of debt owed by SPEA to Rainbow in an amount equal to Rainbow's net
book value, which approximated its estimated fair value of $347,000.  In
addition, the Company's President agreed to have Rainbow forgive all remaining
amounts owed, approximately $255,000, to Rainbow by SPEA at the time the
transaction was approved.  These transaction closed August 31, 2002.  No gain
or loss was recognized on the sale, and the contemporaneous forgiveness was
accounted for as a contribution of capital.

Following the foregoing transactions and the spin-off described in Note 1.b.,
the Company has had continuing transactions and relationships with AASP and
Rainbow, each of which are now under substantial common control.  The types of
activities that are shared by these entities are payroll and employee
benefits, warehouse rent, equipment leases, and miscellaneous office expenses.
Costs are allocated to each entity based on relative benefits received.
Ongoing expenses incurred by the Company have been paid by Rainbow or AASP,
primarily AASP, and these entities are expected to continue this practice.
AASP allocated administrative payroll costs to the Company of approximately
%65,000 and $60,000 in 2003 and 2002, respectively.  Currently, there is no
plan in place regarding repayment of these advances; however, the advances
made are accruing interest at 10% per annum until repaid.  In the second
quarter of 2003, Rainbow forgave $14,137 of amounts due Rainbow from SPEA,
which forgiveness has been treated as other income in the Company's 2003
statement of operations.

4.   INCOME TAXES

The components of the deferred tax asset (liability) consisted of the
following at December 31:







                                      F-7





                                                  2003          2002
                                               -----------   -----------
Deferred Tax Assets:

   Net operating loss carryforward                 489,240       466,234
                                               -----------   -----------
Net Deferred Tax Asset Before valuation
Allowance                                          489,240       466,234
Valuation allowance                               (489,240)     (466,234)
                                               -----------   -----------
Net Deferred Tax asset (liability)             $      -      $      -
                                               ===========   ===========

As of December 31, 2002, the Company had available for income tax purposes
approximately $1.3 million in federal net operating loss carryforwards, which
may offset future taxable income.  These loss carryforwards begin to expire in
fiscal year 2011.  A one hundred percent valuation allowance has been
established against the net deferred tax asset since it appears more likely
than not that they will not be realized.

5.  CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES

     a.   CAPITAL STOCK

In May 2002, after Board of Directors approval, SPEA issued 129,250 shares of
its common stock to SPEA's Chief Financial Officer and an additional 43,000
shares of its common stock to a consultant in exchange for past services
rendered to the Company. In April 2003, after Board of Directors approval,
SPEA issued 43,000 shares of its common stock to an SPEA employee in exchange
for past services rendered to the Company. These transactions were valued
using the closing market price on or about the date the shares were issued.

On July 3, 2002, the Company's shareholders approved a one-for-two reverse
split of the outstanding shares of Common Stock, and approved an amendment to
the Company's Articles of Incorporation to increase the number of shares of
authorized Common Stock from 15,000,000 shares to 100,000,000.  The reverse
split became effective on July 16, 2002.  The reverse split has been given
retroactive effect in the accompanying financial statements and notes.

     b.   STOCK OPTION PLAN

The Company has an Incentive Stock Option Plan (the "Plan") that allows the
Board to grant stock options from time to time to employees, officers and
directors of the Company, and consultants to the Company.  The Board of
Directors has the power to determine vesting provisions and expiration at the
time the option is granted and whether the option will be an Incentive Stock
Option or otherwise. Incentive Stock Options will only be granted to persons
who are employees or officers of the Company.  The total number of shares of
Common Stock subject to options under the Plan may not exceed 250,000, subject
to adjustment in the event of certain recapitalizations and reorganizations.
Options representing 210,500 shares were granted in 1999 at an exercise price
of $2.17 and vested immediately; these options expire in August 2004.  An
option for 25,000 shares was granted in 2000 at an exercise price of $2.17;
this option is fully vested and expires April 2005.  Total options outstanding
under the Plan were 235,500 at December 31, 2003 and 2002.

In connection with common shares issued in a private transaction in 1998, the
Company issued the buyer 173,988 options for common stock of the Company still
outstanding at an exercise price of $3.68 per share through October 19, 2008.

                                      F-8




pro forma information regarding net loss and loss per share is required by
SFAS 123, and has been determined as if the Company had accounted for its
employee stock options under the fair value method of SFAS No. 123, Accounting
for Stock-Based Compensation.  The fair value for these options was estimated
at the date of grant using a Black-Scholes option pricing model with the
following assumptions for 2003: risk-free interest rates of 4.20%; dividend
yields of 0.0%; volatility factors of the expected market price of the
Company's common stock of 1.90; and a weighted-average expected life of the
options of 2.42 years.  The assumptions for 2002 were the same except for the
volatility factor of 2.55 and the weighted average expected life of the
options of 3.48 years.

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period.  The Company's pro
forma information follows:

                                              Year ended December 31,
                                              2003              2002
                                         -------------      ------------
Net loss
  As reported                              $(80,362)         $(192,110)
  Pro forma                                 (80,362)          (192,110)

Basic and diluted net loss per share
  As reported                                  (.02)              (.05)
  Pro forma                                    (.02)              (.05)


A summary of changes in the status of the Company's outstanding stock options
for the years ended December 31, 2003 and 2002, is presented below:

                                         2003                   2002
                               ----------------------  ----------------------
                                             Weighted               Weighted
                                             Average                Average
                                             Exercise               Exercise
                               Shares        Price     Shares       Price
                               ----------------------  ----------------------
Outstanding at beginning
 of year                       409,488       $2.82     409,488      $2.82
  Granted                         -            -          -           -
  Exercised                       -            -          -           -
  Forfeited                       -            -          -           -
  Expired                         -            -          -           -
                               ----------------------  ----------------------
Outstanding at end of year     409,488      $2.82      409,488      $2.82
                               ======================  ======================

Exercisable at end of year     409,488      $2.82      409,488      $2.82
                               ======================  ======================
Weighted average fair value
 of options granted                         $0.01                   $0.12
                               ======================  ======================







                                      F-9


The following table summarizes information about stock options outstanding at
December 31, 2003:

                             Options Outstanding         Options Exercisable
                     ----------------------------------- --------------------
                                 Weighted
                                 Average       Weighted              Weighted
                     Number      Remaining     Average    Number     Average
                     Out-        Contractual   Exercise   Exer-      Exercise
                     standing    Life (Years)  Price      cisable    Price
                     ----------------------------------  --------------------
Range of exercise
 prices $2.17-$3.68   409,488       2.42        $2.82     409,488      $2.82
                     ==================================  ====================

6.  SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN

Until the sale of the Rainbow Store, the Company had a supplemental retirement
plan for certain key employees and accrued contributions to the plan charged
to continuing operations of $17,173 in 2002.








































                                     F-10



                                  SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Report to be signed
on its behalf by the undersigned thereunder duly authorized.

                                   SPORTS ENTERTAINMENT ENTERPRISES, INC.


Dated: March 26, 2004              By:/s/ Vaso Boreta
                                       Vaso Boreta, President

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed by the following persons on behalf of the Registrant
and in the capacities and on the dates indicated:

      SIGNATURE                        TITLE                       DATE
-----------------------       --------------------------       -------------




/s/ Vaso Boreta               President, Chairman of the      March 26, 2004
Vaso Boreta                   Board, Secretary, Treasurer
                              (Principal Financial
                              Officer) and Director



_______________________       Director
Ronald S. Boreta


/s/ Robert S. Rosburg         Director                        March 26, 2004
Robert S. Rosburg



/s/ William Kilmer            Director                        March 26, 2004
William Kilmer