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, 2000

                                      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. [ ]

State issuer's revenues for its most recent fiscal year: $8,862,037

As of March 26, 2001, 8,135,097 shares of common stock were outstanding, and
the aggregate market value of the common stock of the Registrant held by
non-affiliates was approximately $195,242.

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

<PAGE>

                                    PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

                              BUSINESS DEVELOPMENT

     Sports Entertainment Enterprises, Inc. ("SPEN", formerly Las Vegas
Discount Golf & Tennis, Inc. ("LVDG")) (the "Company") as of December 31, 2000
(1) owns and operates one retail golf store in Las Vegas, Nevada; and (2) owns
approximately two-thirds of the outstanding shares of common stock and
one-third of the Convertible Preferred Stock of All-American SportPark, Inc.
("AASP"), a publicly traded company.  The Company's ownership position in AASP
represents the Company's largest asset and the financial results of AASP have
a significant impact on the Company's consolidated financial statements
included in this Form 10-KSB. Although this report contains much disclosure
about AASP and its business, readers should keep in mind that AASP operates as
a separate company with its own management.  For further information on AASP,
see AASP's Form 10-KSB.

     The Company's business began in 1974 when Vaso Boreta, the President and
Chairman of the Board of the Company, 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, principally of golf, and, to a lesser extent,
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,
which served as a showcase and training center for franchisees.  This store is
still owned by the Company through its wholly-owned subsidiary, Las Vegas
Discount Golf & Tennis Rainbow, Inc.

     The AASP subsidiary operated the business of franchising "Las Vegas
Discount Golf & Tennis" stores and developed a concept for a sports-oriented
theme park, as described below.  AASP was a wholly owned subsidiary of the
Company until December 1994 when AASP completed an initial public offering of
its securities. The net proceeds to AASP from this public offering were
approximately $3,686,000.

     On December 16, 1996, the Company and AASP entered into negotiations
pursuant to an "Agreement for the Purchase and Sale of Assets" to dispose of
all but one of the Company-owned retail stores, all wholesale operations and
the entire franchising business of AASP to Las Vegas Golf & Tennis, Inc., an
unaffiliated company.  On February 26, 1997, the Company and AASP completed
this transaction.  As a result, the Company's operations, assets and
liabilities now consist of one retail store and, through its ownership of
AASP, the development and operation of sports recreation and amusement
facilities known as "All-American SportParks" and "Callaway Golf Centers".
See "BUSINESS OF THE COMPANY."

     In connection with the sale of the above-described assets, SPEN and AASP
agreed not to compete with the Buyer in the golf equipment business except
that the Company is permitted to sell golf equipment at its All-American
SportPark and Callaway Golf Center business which it may operate.  In

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addition, the Buyer granted Boreta Enterprises, Ltd., a limited partnership
owned by Vaso Boreta, Ron Boreta - Vaso Boreta's son and the President of
AASP, and John Boreta   Ron Boreta's brother and a principal shareholder of
SPEN, the right to operate "Las Vegas Discount Golf & Tennis" stores in
southern Nevada, except for the Summerlin area of Las Vegas, Nevada.
Likewise, the Buyer is restricted from operating stores in southern Nevada
except for the Summerlin area of Las Vegas, Nevada.

     AASP is a Nevada corporation that was incorporated on March 6, 1984,
under the name "Sporting Life, Inc."  The Company's name was changed to "St.
Andrews Golf Corporation" on December 27, 1988, to "Saint Andrews Golf
Corporation" on August 12, 1994, and to All-American SportPark, Inc. on
December 14, 1998.

     AASP was acquired by SPEN in February 1988, from Vaso Boreta, who was its
sole shareholder. As of December 31, 2000, Vaso Boreta owns approximately 23%
of the outstanding common stock of SPEN, and serves as its Chairman of the
Board, President and CEO.  He also serves as the Chairman of the Board of
AASP.  As of December 31, 2000, SPEN owns 2,000,000 shares of the AASP's
common stock, which represents approximately two-thirds of the AASP's common
stock outstanding. In October 1998, SPEN purchased 250,000 shares of Series B
Convertible Preferred Stock of AASP which represents one-third of AASP's
outstanding preferred stock.

     On July 12, 1996, AASP entered into a lease agreement covering
approximately 65 acres of land in Las Vegas, Nevada, on which AASP has
developed its All-American SportPark and Callaway Golf Center properties.  The
property is located on the world famous Las Vegas "Strip" at the corner of Las
Vegas Boulevard and Sunset Road which is just south of McCarran International
Airport and several of Las Vegas' major hotel/casino properties such as
Mandalay Bay and the MGM Grand.  The property is also adjacent to the new
Interstate 215 beltway that will eventually encircle the entire Las Vegas
Valley.  On 42 acres of the property is the Callaway Golf Center that opened
for business in October 1997. The remaining 23 acres is home to the
All-American SportPark which opened for business in October 1998.  See
"BUSINESS OF THE COMPANY".

     On June 20, 1997, the lessor of the 65 acre tract agreed with AASP to
cancel the original lease and replace it with two separate leases: one lease
for the Callaway Golf Center and the second lease for the All-American
SportPark. Both leases are fifteen-year leases with options to extend for two
additional five-year terms.  The lease for the Callaway Golf Center  commenced
on October 1, 1997 when the golf center opened and has a base rent of $33,173
per month. The SportPark lease commenced on February 1, 1998 and has a base
rent of $18,910 per month.

     During June 1997, AASP and Callaway Golf Company ("Callaway") formed
All-American Golf LLC ("LLC"), a California limited liability company which
was owned 80% by AASP and 20% by Callaway; the LLC owned and operated the
Callaway Golf Center[TM]. In May 1998, AASP sold its 80% interest in LLC to
Callaway. (See "BUSINESS OF THE COMPANY").  On December 31, 1998 AASP acquired
substantially all the assets of LLC subject to certain liabilities which
resulted in AASP owning 100% of the Callaway Golf Center[TM].



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<PAGE>

     On October 19, 1998 AASP sold 250,000 shares of its Series B Convertible
Preferred Stock to SPEN for $2,500,000.  SPEN had earlier issued 2,303,290
shares of its Common Stock for $2,500,000 in a private transaction to ASI
Group, L.L.C. ("ASI").  ASI also received 347,975 stock options for SPEN
Common Stock at an exercise price of $1.8392 per share through October 19,
2008. ASI is a Nevada limited liability company whose members include Andre
Agassi, a professional tennis player.

     On January 2, 2001, the Company closed it All-American SportPark property
(excluding the Callaway Golf Center) to the general public as a result of
financial problems (see "BUSINESS OF THE COMPANY   DISCONTINUED SPORTPARK
OPERATIONS" below).

                            BUSINESS OF THE COMPANY

RETAIL STORE

     The Company currently owns and operates a "Las Vegas Discount Golf &
Tennis" retail store located at 2200 Rainbow Boulevard South in Las Vegas,
Nevada.  The products available in the Company's Las Vegas retail store
consist of a wide variety of golf and tennis equipment.  These products are
generally offered at a discount from prices found in golf and tennis pro
shops, sporting goods stores and other non-discount retail stores.

     Golf merchandise includes golf apparel, clubs, shoes, balls, bags and a
range of accessories including caps, tees and golf instruction videotapes.
The merchandise is sold under nationally known name brands and equipment such
as Callaway, Nike, Spalding, Adams, Cleveland, Titleist, Taylor Made, Ping,
Polo and others.

     Tennis merchandise includes a selection of tennis equipment such as
tennis rackets, apparel, balls, shoes and other miscellaneous items.  Name
brands include Wilson, Prince, Dunlop, Kennex, Head, Adidas, Fila and others.

     The Company's retail business is seasonal, with the heaviest sales during
March, April and May, when outdoor spring activities commence, and in November
and December because of holiday gift purchases.

PURCHASING OF MERCHANDISE AND INVENTORY

     Merchandise is obtained from numerous manufacturers, based on purchase
orders for specific products and quantities.  The Company does not have any
long term supply agreements although certain suppliers require minimum
purchase commitments.  In addition, the Company does not believe it is
dependent on any one supplier and that there are alternate sources available.

     Although the Company has not experienced the inability to obtain desired
goods as a result of its discount retail practice, certain manufacturers of
name brand products do prohibit the Company from advertising their products at
a discounted price.  There is no assurance that name brand manufacturers will
supply the Company with merchandise as needed.  The Company believes it is
important to continue to offer name brands for certain items.




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ALL-AMERICAN SPORTPARK

     AASP developed a concept for family-oriented sports-themed amusement
parks named "All-American SportPark".  The All-American SportPark ("Park") is
comprised of two components:  The Callaway Golf Center ("CGC") and the
All-American SportPark ("SportPark") amusement center.  Collectively, the two
properties complete a live-action, 65-acre, sports and entertainment venue
located at the south end of the world famous Las Vegas "Strip" at the corner
of Las Vegas Boulevard and Sunset Road.  The Park is strategically positioned
within a few miles of the largest hotels and casinos in the world.  There are
over 125,000 hotel rooms in Las Vegas, and seven of the top ten largest hotels
in the world are within a few miles from the SportPark including the MGM
Grand, Mandalay Bay, Luxor, Bellagio, and the Monte Carlo to name a few.  The
Park is also adjacent to McCarran International Airport that services nearly
35 million visitors annually.  The local residential population approximates
1.3 million.

ALL-AMERICAN SPORTPARK

     The SportPark opened for business on October 9, 1998 and operates on 23
acres of land.  It is a state of the art amusement facility that has many
unique attractions and elements.  The main attractions and alliances are as
follows:

     NASCAR SPEEDPARK.  AASP has a license agreement with The National
Association of Stock Car Auto Racing, Inc. ("NASCAR") for the operation of
SpeedParks as a part of the SportPark or as a stand-alone NASCAR SpeedPark.
The agreement, as amended, provides that AASP has an exclusive license to use
certain trademarks and service marks in the development, design and operation
of go-kart racing facilities having a NASCAR racing theme in the territories
of Las Vegas, Nevada and Southern California through December 31, 2003.

     As consideration for the license, AASP paid an initial fee of $25,000 and
is required to pay a fee of $25,000 for each new SpeedPark opened after the
first SpeedPark. In addition, AASP pays NASCAR a royalty based on the
SpeedPark's gross revenue from racing activities plus a royalty on revenues
received from sponsors and promoters of SpeedPark activities.

     The SpeedPark includes three unique tracks to accommodate three styles of
racing: (1) the family Challenge track, (2) the adult Performance track and,
(3) the Sprint junior track.  The Challenge track is a 1,200 linear foot
reversible road course for nine-horsepower go-karts designed for families and
children 10 and up; the Performance track is a 2,200 linear foot road course
for twenty-horsepower NASCAR-style go-karts designed for youths and adults 16
years and older; the Sprint track is a 500 linear foot figure eight track for
adults and smaller children.  The SpeedParks are comprised generally of the
NASCAR Go-Kart SpeedPark, the Garage Experience, the Winner's Circle, the
Infield RV Park, Victory Lane, and the Tailgater's Dining Circle.  Scale
model, near emissions-free, gas-powered, stock cars complete with sponsorship
graphics and signage compete on the three tracks. The cars are various scale
versions of NASCAR replicas each designed and engineered to fit the track on
which it races.




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     MAJOR LEAGUE BASEBALL SLUGGER STADIUM.  The Slugger Stadium is a full
size replica of a major league ballpark for batting and baseball training.
AASP was granted a license in December 1994 from Major League Baseball
Properties to own and operate Major League Baseball Slugger Stadiums.  Under
the license agreement, as amended, AASP also had the right to utilize certain
Major League Baseball trademarks including those of the All Star Game,
Division Series, League Championship Series and World Series.  Slugger Stadium
is a nostalgic open-air batting stadium that attempts to duplicate a major
league experience for its patrons.  Unlike normal industry standard batting
cages, AASP's design is a full size stadium that replicates many of the
features of a modern baseball stadium. There are 16 batter boxes and 16
on-deck circles.  Batters have the option of hitting hard or softballs
delivered at five different speeds.  Outfield wall replicas of Fenway Park's
"Green Monster", Baltimore's Oriole Park at Camden Yards, Chicago's Wrigley
Field, Yankee Stadium, and The Ball Park in Arlington, Texas are designed to
challenge batters to hit the balls out of the park.  Completing the Major
League experience are authentic turnstiles, classic ballpark food and beverage
concessions, and baseball memorabilia.  The license expired on November 30,
2000.

     SPORTPARK PAVILION.  The 100,000 square foot Pavilion Building includes a
multi-purpose sports arena (the "Pepsi Allsport Arena"), specialty retail
areas, food courts, meeting rooms, special events space and leased tenant
facilities for food and beverage service including the "Boston Garden
Experience" Restaurant & Bar.  Other attractions in the Pavilion are Augusta
National Putting Experience, an 8,000 square foot arcade, "The Rock" Sport
Climbing Wall, and SportPark Logo Shop.

     PEPSI ALLSPORT ARENA.  The focal point of the Pavilion building is the
25,000 square foot Pepsi Allsport Arena which can be customized from in-line
to traditional skating, league play for a variety of sports, an artificial
turf indoor football/soccer playing field, concerts, boxing matches, expos,
seminars, cultural and civic events, and large group functions.  The Pepsi
Allsport Arena has proven to be in high demand in particular for large group
parties and myriad special events including indoor professional beach
volleyball tournaments, professional roller hockey exhibition games,
basketball tournaments, tennis matches, ESPN2 Friday Night Fights, annual
super bowl parties, large group events featuring top entertainers, corporate
rallies, music and entertainment events. The Arena includes a giant 32 foot
video display, state of the art audio, video, and lighting system which
creates a unique multimedia light and sound experience, and movable seating
which is adaptable for 1,500 to 3,000 people to view an event.

SPONSORSHIP AGREEMENT WITH PEPSI-COLA COMPANY

     In December 1997, AASP entered into a sponsorship agreement with the
Pepsi-Cola Company ("Pepsi") under which Pepsi received certain exclusive
rights related to the dispensing of its products at the Park.  In addition,
the agreement provides that Pepsi will have specified signage rights including
the naming rights to the SportPark Arena as the Pepsi Allsport Arena.  Pepsi
is required to provide, all equipment needed to dispense its products at the
Park.

     The agreement with Pepsi provides that AASP and Pepsi will participate in
joint marketing programs such as promotions on Pepsi's products and the Park.

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     In addition, Pepsi has the right to provide three marketing events per
year.  These events are used to promote the business of the Park and Pepsi.

     In exchange for these rights, Pepsi agreed to pay AASP a fixed annual
cash payment for the term of the agreement such that five total cash payments
are received.  The sponsorship agreement terminates in October 2003, unless
earlier terminated as provided in the agreement.

AGREEMENT WITH SPORTSERVICE CORPORATION

     In September 1997, AASP entered into a lease and concession agreement
with Sportservice Corporation ("Sportservice") which provides Sportservice
with the exclusive right for all food, beverages (alcoholic and
non-alcoholic), candy and other refreshments throughout the SportPark and CGC,
during the ten-year term of the agreement. Sportservice pays rent based on a
percentage of gross sales depending upon the level of sales, whether the
receipts are from concession sales, the Arena restaurant, the Clubhouse,
vending machines, mobile stands, or catering sales.

     Sportservice invested approximately $3.85 million into its food and
beverage concession leasehold improvements.  Sportservice is a wholly-owned
subsidiary of Delaware North Company.  Other Delaware North Companies include
the Fleet Center in Boston, and food service clients which include the
Ballpark in Arlington, Texas, California Speedway, Miller Park in Milwaukee,
Space Port USA at Kennedy Space Center and Yosemite National Park.

DISCONTINUED SPORTPARK OPERATIONS

     The SportPark has been beset with financial problems since the opening in
October 1998.  It opened with much less financing than desired to create the
experience that was originally envisioned for the property.  Attendance never
achieved forecasted levels and gradually decreased as sufficient financial
resources were not available to keep the existing attractions at optimum
operating condition or vary the amusement elements to always keep the
experience "fresh."

     As a result of the foregoing, the SportPark was unable to make the
scheduled loan payments on its mortgage (the "Bank Note") beginning in
September 1999.  No loan payments have been made since.  Management of AASP
made several attempts to resolve the SportPark's financial problems by
investigating several financing alternatives, making significant operational
changes resulting in major cost reductions, revising marketing programs, and
exploring several sale/joint venture options.  These efforts did not result in
solving the financial problems of the SportPark.

     Ultimately, in October and November 2000, the Bank forced AASP's Chairman
to liquidate additional collateral he had pledged for the Bank Note which
resulted in payment to the Bank of $2.75 million and, the Landlord, who had
subordinated his land to the Bank to help AASP secure the financing, bought
the Bank Note and all rights pertaining thereto from the Bank for $7 million.
Since then, the Landlord and AASP have been actively pursuing a buyer/operator
to take over the SportPark from AASP.  Effective January 2, 2001, the
SportPark closed to the general public although it continues to operate on a
limited basis for group parties and special events and is expected to continue
to do so until a suitable buyer/operator is found.  AASP and the Landlord are
in active discussions with several prospects to sell or lease the SportPark.

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AASP expects to dispose of its interest in the SportPark along with all
related obligations sometime in 2001 although there can be no assurance AASP
will be successful in doing so.  Also, it is uncertain whether AASP will have
any continuing interest in the SportPark.

CALLAWAY GOLF CENTER[TM]

     In June 1997, AASP completed a final agreement with Callaway to form a
limited liability company named All American Golf LLC (the "LLC") for the
purpose of operating a golf facility, to be called the "Callaway Golf
Center[TM]," on approximately forty-two (42) acres of land which is adjacent
to the SportPark property and on Las Vegas Boulevard in Las Vegas, Nevada.
The Callaway Golf Center  opened to the public on October 1, 1997.

     The Callaway Golf Center[TM] includes a 110-tee two-tiered driving range.
The driving range is designed to have the appearance of an actual golf course
with ten impact greens and a 1-1/2 acre lake with cascading waterfalls and an
island green.  Pro-line equipment and popular brand name golf balls are
utilized. In addition, the CGC includes a lighted nine hole, par three golf
course named the "Divine Nine".  The golf course has been designed to be
challenging, and has several water features including lakes, creeks, water
rapids and waterfalls, golf cart paths and designated practice putting and
chipping areas.  At the entrance to the CGC is a 20,000 square foot clubhouse
which includes an advanced state of the art golf swing analyzing system, the
St. Andrews Golf Shop featuring the latest in Callaway Golf equipment and
accessories, a restaurant and bar, and an outdoor patio overlooking the golf
course and driving range with the Las Vegas "Strip" in the background.

     The LLC was originally owned 80% by AASP and 20% by Callaway. Callaway
Golf agreed to contribute $750,000 of equity capital and loan the LLC
$5,250,000. AASP contributed the value of expenses incurred by AASP relating
to the design and construction of the golf center and cash in the combined
amount of $3,000,000.  Callaway Golf's loan to the LLC had a ten year term
with interest at ten percent per annum.  The principal was due in 60 equal
monthly payments commencing five years after the golf center opened.

     AASP has executed a trademark license agreement with Callaway Golf
pursuant to which AASP licenses the right to use the marks "Callaway Golf
Center " and "Divine Nine" from Callaway Golf for a term beginning on December
30, 1998 and ending upon termination of the land lease on the Golf Center.
AASP paid a one-time fee for this license agreement that was a component of
the purchase price AASP paid for the Callaway Golf Center when it acquired the
facility on December 30, 1998.  Pursuant to this agreement, Callaway Golf has
the right to terminate the agreement upon the occurrence of any Event of
Termination as defined in the agreement.

     As a result of the sale of its interest in the LLC to Callaway on May 5,
1998, AASP had no ownership of or involvement with the Callaway Golf Center
until the end of 1998 (as described in the following paragraph), and the
Callaway Golf Center  was operated separately from the SportPark. However,
AASP had the option to repurchase the 80% membership interest for a period of
two years on essentially the same financial terms that it sold its interest.
The sale of the Company's 80% interest in the LLC was completed in order to
improve AASP's financial condition that in turn improved AASP's ability to
complete the financing needed for the final construction stage of the
SportPark.

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     On December 31, 1998 AASP acquired substantially all the assets of the
LLC subject to certain liabilities.  Under terms of the asset purchase
agreement, AASP paid $1 million to Active Media Services in the form of a
promissory note payable in quarterly installments of $25,000 over a 10-year
period without interest.  In turn, Active Media delivered a trade credit of
$4,000,000 to Callaway Golf.

LIABILITY INSURANCE

     The Company has a comprehensive general liability insurance policy to
cover possible claims for injury and damages from accidents and similar
activities.  Although management of the Company believes that its insurance
levels are sufficient to cover all future claims, there is no assurance it
will be sufficient to cover all future claims.

MARKETING

     The marketing program for the Rainbow retail store is based principally
in print media who has proven effective over time.

     The marketing program in place for the SportPark is focused entirely on
group parties and special events in both the tourist and local markets.  In
addition, the SportPark is being marketed for sale.  AASP expects to continue
this marketing strategy for the SportPark until such time as a suitable
buyer/operator is found.

     The CGC is focused primarily on the local individual customers with
increasing emphasis on the individual tourist market because of the facility's
proximity to most of the major resorts in Las Vegas.  The CGC focuses its
marketing efforts principally on print media that has proven to be effective
for the local market.  For the tourist market, AASP has instituted taxi and
shuttle bus programs aimed at bringing customers directly to the CGC.  Also,
the CGC, along with its teaching academy tenant Giant Golf, has implemented
programs to attract more group events, clinics, and other special promotional
events.

     The CGC, which includes the nine-hole par 3 golf course, driving range,
and clubhouse is designed as a country club atmosphere for the general public.
This concept may be expanded into various hotel and resort areas throughout
the United States and overseas.

     Even though the license agreement with Major League Baseball expired in
November 2000, AASP believes its unique baseball stadium concept has great
potential to be expanded to other locations in the United States and overseas.
Considerable market research by management has indicated a large potential
market for Slugger Stadium.  Possible locations include new gated sites inside
major theme parks, attachments to regional and value oriented shopping malls,
inside new sports stadiums or as stand-alone sites.  Target consumers include
the family, adults, softball players and all youth baseball organizations.

     NASCAR SpeedPark is "The Official Go-Kart Racing Facility Licensed by
NASCAR".  Management believes this concept could be developed to include
installations alongside Super speedways, NASCAR Team Race/Shops Racing Retail
& Entertainment Centers, stand alone facilities and as a separate gated
attraction inside major theme parks throughout the United States.


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     AASP's marketing efforts are directed towards a number of large existing
and potential markets for which there can be no assurance of financial
success. Further, to expand the concepts beyond the Las Vegas location could
require considerably more financial and human resources than presently exists
at AASP.

COMPETITION

     RETAIL STORE.  The Company's Las Vegas retail store competes with general
sporting goods stores, other discount golf and tennis stores such as the
Nevada Bob's and Pro Golf Discount franchise stores, discount department
stores such as K-Mart, catalog stores and other retailers.  The Company
believes that the greatest competition to its retail store comes from the
other discount golf and tennis stores, the numbers of which have grown in
recent years.

     The Company also competes with entities engaged in the sale of similar
merchandise by telephone and mail order sales.  The largest telephone and mail
order competitor that advertises through catalogs is much larger and has
greater financial resources than does the Company.  Major competitors that
advertise through national magazine advertisements are Nevada Bob's and Edwin
Watts.

     Principal competitive factors faced by the Company in the sale of
merchandise generally are price, quality, personal service, merchandise
selection, convenience, and customer loyalty.  The Company believes that the
prices of the merchandise it offers are generally below those offered by
non-discount retail outlets.

     ALL-AMERICAN SPORTPARKS. Any amusement or golf facilities developed by
AASP will compete with any other family/sports attractions in the city where
such facilities are located.  Such attractions could include amusement parks,
driving ranges, water parks, and any other type of family or sports
entertainment.  AASP will be relying on the combination of active user
participation in the sports activities and uniqueness of the Park features,
attractive designs, and competitive pricing to encourage visitation and
patronage.

     In the Las Vegas market, AASP has competition from other golf courses,
theme parks, family entertainment centers, and hotel/casinos.  AASP management
believes the CGC has a competitive advantage in the Las Vegas market because
of its strategic location, product branding, alliances, and extent of
facilities balanced with competitive pricing which is unlike any competitor in
the market.

TRADE NAMES AND TRADEMARKS

     AASP has filed an "intent to use" trademark application for "All-American
SportPark" and a related design and "Slugger Stadium".  AASP intends to
maintain the integrity of the trademarks, other proprietary names and marks
against unauthorized use.




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EMPLOYEES

     As of March 26, 2001, there were 8 full time employees at the Company's
executive offices, 15 at CGC, 6 at the Rainbow retail store, and 4 at the
SportPark.  Also, there were 12 part-time employees at the CGC, 5 at the
Rainbow retail store, and 28 at the SportPark.

ITEM 2.  DESCRIPTION OF PROPERTY.

     The Company's corporate offices are located inside the clubhouse building
of the Company's Callaway Golf Center property at 6730 South Las Vegas
Boulevard, Las Vegas, Nevada 89119.  The Company's other principal asset, the
SportPark is located adjacent to the CGC at 121 East Sunset Road.  The two
properties occupy approximately 65 acres of leased land described in "ITEM 1.
DESCRIPTION OF BUSINESS   BUSINESS DEVELOPMENT."  The CGC was opened October
1, 1997 and the SportPark was opened October 9, 1998.  Both properties are in
good condition both structurally and in appearance.  The CGC is owned 100% by
AASP through a wholly-owned subsidiary, All-American Golf Center, Inc.  The
SportPark is owned 100% by AASP through a wholly-owned subsidiary, SportPark
Las Vegas, Inc.

     A ten-year note payable secured by a first deed of trust exists on the
CGC in the original amount of $1 million payable without interest, in
quarterly installments of $25,000 beginning December 1998.  A fifteen-year
note payable secured by a first deed of trust exists on the SportPark in the
original amount of $13.5 million with interest at a default rate of 15% as of
December 31, 2000, payable in monthly installments of approximately $140,000
beginning November 1998.  This note has been in default since September 1999.
(See "ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS").

      The Company's Rainbow Store leases approximately 5,600 square feet of
retail space at 2200 Rainbow Boulevard, Las Vegas, Nevada.  The lease provides
for a base monthly rental payment of $9,220 and expires on June 25, 2005.  The
base monthly rental may increase based on the consumer price index and taxes.

ITEM 3.  LEGAL PROCEEDINGS.

     Except for the complaints described in the following paragraph, the
Company is not presently a party to any legal proceedings, except for routine
litigation that is incidental to the Company's business.

     On October 14, 1999, Joel Rubenstein, Oracle One Partners, Inc., and Hal
Price doing business as Mach One Marketing Group, filed a complaint against
AASP in the United States District Court of Nevada, seeking compensatory
damages in the amount of $333,000, as well as an accounting and other relief
based on an alleged breach of an agreement to develop sponsors for the
SportPark. This case is in the discovery stage and has had no significant
activity for over six months.  Management intends to vigorously defend the
case.

     On March 22, 2000, D&R Builders, Inc., doing business as Breslin
Builders, filed a complaint against AASP in the District Court of Clark County
Nevada against AASP and its landlord, seeking damages for breach of contract,
mechanics' lien foreclosure and unjust enrichment.  The plaintiff contends

                                      11
<PAGE>

that it is entitled to $243,883 for work performed.  This amount is recorded
in Accounts Payable and Accrued Expenses in the Company's consolidated balance
sheets as of December 31, 2000 and 1999.  This case has been put on hold by
agreement of both the plaintiff's and Company's attorneys until a final
resolution is reached with the SportPark property.

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 "SPEN."  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, 2000:
       First Quarter                             $0.406     $0.125
       Second Quarter                            $0.375     $0.156
       Third Quarter                          $0.156     $0.063
       Fourth Quarter                            $0.203     $0.031

      Year Ended December 31, 1999:
       First Quarter                             $1.000     $0.469
       Second Quarter                            $0.938     $0.313
       Third Quarter                          $0.688     $0.250
       Fourth Quarter                            $0.313     $0.125

     HOLDERS.  The number of holders of record of the Company's no par value
common stock at March 1, 2001, was approximately 895.  This does not include
approximately 1,500 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 Consolidated Financial Statements and the Notes thereto included in
this report.




                                      12
<PAGE>

OVERVIEW

     The Company's continuing operations consist of a single retail store and
the management and operation of a golf course and driving range property
called the Callaway Golf Center. The Callaway Golf Center commenced operations
on October 1, 1997, the Company sold its 80% interest in the Callaway Golf
Center on May 5, 1998 and then reacquired 100% of the Callaway Golf Center on
December 31, 1998.

     RESULTS OF OPERATIONS - YEAR ENDED DECEMBER 31, 2000 VERSUS YEAR ENDED
DECEMBER 31, 1999

DISCONTINUED OPERATIONS.  On December 31, 2000, AASP formalized a plan to
dispose of the SportPark facility because (1) the property continues to
sustain substantial losses, and (2) it is not expected that future results
would improve without substantial capital investment; AASP does not have the
resources to make such an investment.  As part of this plan, effective January
2, 2001, the SportPark was closed to the general public, although it continues
to operate on a limited basis for group parties and special events until a
suitable buyer/operator is found.  AASP is in discussions with several
prospective buyers/operators and expects to complete a transaction to dispose
of the Sportpark sometime in 2001.  As a result of the foregoing, AASP
recorded a write down of $6,510,181 to adjust the SportPark assets' carrying
amount to estimated net realizable value.  Also, loss from operations of the
SportPark was $4,521,227 and $3,417,079 in 2000 and 1999, respectively.  The
larger loss in 2000 is primarily the result of interest and fees incurred
related to the Bank Note in default.  The Bank charged interest at the default
rate of 15% beginning in September 1999 through November 2000; in addition,
all fees (i.e. legal, etc.) associated with the Bank's efforts to resolve this
default issue were added to the balance due on the SportPark loan.

CONTINUING OPERATIONS.

     REVENUES.  Revenues increased 8.8% to $5,415,829 in 2000 compared to
$4,980,025 in 1999.  Revenues from retail operations increased 5.4% to
$2,932,037 in 2000 compared to $2,782,993 in 1999.  The increase is due mainly
to higher customer counts in 2000 versus 1999.  Revenues from the CGC
increased 13% to $2,433,885 in 2000 compared to $2,154,222 in 1999.  The
increase for CGC is due mainly to higher visitation and per capita spending in
2000 versus 1999.

     COST OF REVENUES.  Cost of revenues decreased slightly less than 1% to
$2,598,249 in 2000 compared to $2,617,224 in 1999.  Cost of Revenues as a
percentage of Revenues was 47.9% in 2000 compared to 52.6% in 1999.  The cost
of revenue decrease is due to mainly to implementation of slightly different
pricing models for the Rainbow retail store in 2000 in an attempt to achieve a
target gross margin of 27%.  Better inventory management processes also
contributed to this change.  This was only slightly offset by a modest
increase in cost of revenue for the CGC primarily due to support of the CGC
increased revenues described above.






                                      13
<PAGE>

     SELLING, GENERAL AND ADMINISTRATIVE ("SG&A").  SG&A expenses consist
principally of payroll, rent, professional fees and other corporate costs.
The decrease of 11.6% to $2,737,088 in 2000 from $3,092,666 in 1999 is the
result of aggressive cost containment strategies that began in the latter half
of 1999 due to the problems associated with the discontinued SportPark
business segment.  Management has had success reducing corporate overhead
costs primarily in the areas of payroll and professional fees.

     DEPRECIATION AND AMORTIZATION.  Depreciation and amortization decreased
to $120,286 in 2000 compared to $138,226 in 1999 due mainly to the disposition
of certain assets of the CGC in early 2000.

     INTEREST EXPENSE, NET.  Net interest expense decreased 8.5% to $302,063
in 2000 compared to $330,275 in 1999.  This decrease is due primarily to the
reduction in capital lease obligations in early 2000 in connection with the
disposition of certain assets of the CGC.

     INCOME TAXES.  Due to net losses in 2000 and 1999, the Company has
recorded no tax provision.  However, the benefit of $516,819 in 1999 relates
to (1) a tax refund of $156,832 which arose from the carryback of the 1998 net
loss for income tax purposes to 1997 where the Company had net taxable income;
this had resulted from the Company's 1997 sale of its franchised retail
stores, and (2) $212,387 related to overpayment of taxes from 1997, and (3) a
$147,600 decrease in the deferred tax liability.

     MINORITY INTEREST.  Minority interest was $116,730 in 2000 compared to
$607,100 in 1999.  This caption reflects the portion of operating losses that
are allocated to the minority shareholders of AASP.

     LOSS FROM CONTINUING OPERATIONS.  The Company incurred a net loss from
continuing operations of $225,127 in 2000 compared to $74,447 in 1999.
Excluding the adjustments for minority interest described above, net loss from
continuing operations was $341,857 in 2000 and $681,547 in 1999.  The
decreased net loss in 2000 is due primarily to increased revenue in 2000 at
the CGC along with lower overall costs in 2000 resulting from the Company's
aggressive cost containment strategies that began in September 1999.  The
Company intends to continue this strategy in order to maintain efficiency in
the Company's operations and to ultimately achieve profitability.

LIQUIDITY AND CAPITAL RESOURCES

     At December 31, 2000, the Company had a working capital deficit of
$101,041.  This deficit has been created primarily because of the ongoing
financial problems of the discontinued SportPark business segment.  The
SportPark Bank Note in the original amount of $13.5 million has been in
default since September 1999.  This default and the related cash flow
shortfalls of the SportPark business required AASP to use the positive cash
flow of the CGC to fund these shortfalls.  At the same time, the land lease
payments for the CGC have not been made since September 1999 and have
continued to accrue creating all of the working capital deficit.

     On September 15, 1998 AASP entered into a $13,500,000 loan agreement with
Nevada State Bank.  The loan was for 15 years with interest at 9.38%.  The
loan was secured by the SportPark real and personal property as well as
corporate guarantees of AASP and SPEN.  Also, the Landlord of the Sportpark
subordinated its land underlying the SportPark to the Lender to secure

                                      14
<PAGE>


repayment of the loan. As consideration for the Landlord providing collateral
for the loan, the AASP's President, CEO and its Chairman and a related entity
pledged their stock in SPEN to the Landlord as collateral to protect the
leased property from foreclosure. Additionally, the Company's Chairman pledged
three parcels of land owned by him (the "Chairman's parcels") as additional
collateral to secure the loan.

     AASP defaulted on the loan in September 1999; this default continued
until October and November 2000, the Bank forced the Company's Chairman to
sell the Chairman's parcels which resulted in the Chairman paying $2.75
million to the Bank to pay down the outstanding loan balance, and the Landlord
bought the Bank Note and all rights pertaining thereto from the Bank for $7
million.  In connection with these transactions, the corporate guarantees of
AASP and SPEN were released.  During the period of default with the Bank,
management of AASP made several attempts to resolve the SportPark's loan
default by investigating several financing alternatives, making significant
operational changes resulting in major cost reductions, revising marketing
programs, and exploring several sale/joint venture options. Since the Landlord
bought the Bank Note, the Landlord and AASP have been actively pursuing a
buyer/operator to take over the SportPark from AASP. Effective January 2,
2001, the SportPark closed to the general public although it continues to
operate on a limited basis for group parties and special events and will
continue to do so until a suitable buyer/operator is found.  AASP and the
Landlord are in active discussions with several prospects to lease/buy the
SportPark.  AASP expects to dispose of its interest in the SportPark along
with all related obligations sometime in 2001 although there can be no
assurance AASP will be successful in doing so.  Also, it is uncertain whether
AASP will have some form of continuing interest in the SportPark.

     If AASP is successful in disposing of the SportPark and all of its
related obligations, the Company's ability to continue as a going concern will
be greatly improved although there can be no assurance AASP will be successful
in doing so. While management of AASP is working diligently to achieve this
end for the SportPark, AASP is aggressively pursuing several other
opportunities.  AASP is in various stages of adding new revenue producing
elements to its CGC property that do not require significant capital
investment by AASP.  Also, AASP is aggressively pursuing financing sources
with the CGC as collateral to improve the CGC operations and infuse working
capital into AASP.  Expansion plans into other markets will be facilitated by
the ultimate resolution of the SportPark issues. Management of AASP is in
discussions with several established companies in its industry that have the
necessary capital and human resources that could facilitate AASP's expansion
plans; several possible business structures will be evaluated.  An important
element of the Company's plan will be to increase the Company's exposure in
the financial community.  There can be no assurance that AASP will be
successful in its efforts to raise capital for AASP nor can there be any
assurance that AASP will be successful in its efforts to structure a
relationship with an established company in its industry to facilitate AASP's
expansion plans.

     There are no planned material capital expenditures in 2001.

     The Callaway Golf Center has generated positive cash flow in both 1999
and 2000. If required to fund corporate operations, management believes that
additional borrowings against the CGC could be arranged although there can be
no assurance that AASP would be successful in securing such financing or with
terms acceptable to AASP.

                                      15
<PAGE>


     The Company's Chairman through personal loans and through advances from
his personally owned retail store (one of the "Affiliated Stores") has
historically loaned funds to the Company as needed.  Such lendings were
$1,777,328 at December 31, 1999 and have increased to $5,093,072 at December
31, 2000.  AASP paid back $225,000 of these amounts in late March 1999; the
offsetting increase relates to accrued interest payable on the remaining
balances outstanding, and the $2.75 million along with associated costs of
approximately $283,000 that the Company's chairman incurred to pay down the
SportPark loan in October 2000.  The loans are due at various dates beginning
in 2001 and bear interest at ten percent per annum.  Accrued interest payable
of $469,212 at December 31, 2000 has been deferred, a practice which is
expected to continue in 2001, if necessary.

     The Company's accounts payable and accrued expenses increased in 2000 to
$1,284,699 from $712,003 in 1999 due mainly to deferred land lease payments on
the CGC.

     OPERATING ACTIVITIES.  During 2000, net cash provided by operating
activities was $457,312 compared to $418,866 of net cash used in operating
activities in 1999.  The primary reasons for the difference relate to (1) an
approximate $340,000 smaller net loss from continuing operations before
minority interest in 2000 compared to 1999, and (2) a larger increase in
accounts payable and accrued expense balances of approximately $500,000.

     INVESTING ACTIVITIES.  During 2000, net cash provided by investing
activities totaled $18,054 compared to net cash used in investing activities
of $244,823 in 1999.  The primary difference is more expenditures for
leasehold improvements at the CGC in 1999 compared to 2000.

     FINANCING ACTIVITIES.  During 2000, net cash used in financing activities
was $71,950 compared to net cash provided by financing activities during 1999
of $630,724.  The main reason for the difference is a change in due to
affiliated stores and related entities of about $800,000.

     The Company's current and expected sources of working capital are its
cash balances that were $480,126 at December 31, 2000 and its continuing
positive operating cash flow of its CGC property and the Rainbow Store.
Working capital needs have been helped by deferring payments on the SportPark
loan, land lease payments to the Landlord for both the SportPark and CGC, and
interest and notes payable balances due to the Company's Chairman and
Affiliated Store.  Deferrals of payments to the Company's Chairman and
Affiliated Store and landlord are expected to continue until the Company has
sufficient cash flow to begin making payments.

     The Company has raised considerable capital in the past 5 years for
development projects. The Callaway Golf Center and Rainbow retail store are
generating positive cash flow and their prospects are expected to become even
more positive as it the CGC moves into its fourth full year of operation and
management's streamlining of operations continues.  The Company believes that
any working capital deficiency that may occur could be funded from a
combination of existing cash balances and, if necessary, additional borrowings
from lenders or other sources. Management believes that additional borrowings
against the CGC could be arranged to fund corporate operations.  However,
there can be no assurance that any borrowings would be available or at terms

                                      16
<PAGE>

acceptable to the Company. Expansion programs in other locations are not
expected to take place until the Company achieves an appropriate level of
profitability and positive cash flow. If and when expansion does occur, such
expansion is expected to be funded primarily by third parties.

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-22 hereto.

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

     None.

                                   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           67     Chairman of the Board

Ronald S. Boreta      38     President, Chief Executive Officer, Treasurer,
                             Secretary  and Director

Robert R. Rosburg     73     Director

William Kilmer        60     Director

Kirk Hartle             35     Chief Financial Officer

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

                                      17
<PAGE>


     In February 1998, the Board of Directors of the Company established an
audit committee whose members are William Kilmer and Robert Rosburg, both of
whom are independent Directors of the Company.  The Company presently has no
compensation or nominating committee.

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

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

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

     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. Mr. Boreta has also been an Officer and a Director of AASP since
its formation in March 1984.  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 now an
Affiliated Store of the Company.   Mr. Boreta devotes approximately 50% of his
time to the business of the Company and the balance to operating his
Affiliated Store.

     RONALD S. BORETA has been a Director since February 1988, and served as
President of the Company from June 1992 until July 1994, when he resigned to
become President and Chief Executive Officer of AASP.  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.

     ROBERT R. ROSBURG has served as a Director of the Company since November
1989, and has been a director of AASP since August 1994.  Mr. Rosburg has been
a professional golfer since 1953.  From 1953 to 1974 he was active on the
Professional Golf Association tours, and since 1974 he has played
professionally on a limited basis.  Since 1975 he has been a sportscaster on
ABC Sports golf tournament telecasts.  Since 1985 he has also been the
Director of Golf for Rams Hill Country Club in Borrego Springs, California.
Mr. Rosburg received a Bachelor's Degree in Humanities from Stanford
University in 1948.

     WILLIAM KILMER has served as a Director of the Company since July 1990,
and has been a director of AASP since August 1994.  Mr. Kilmer is a retired
professional football player, having played from 1961 to 1978 for the San
Francisco Forty-Niners, the New Orleans Saints and the Washington Redskins.
Since 1978, he has toured as a public speaker and also has served as a
television analyst.  Mr. Kilmer received a Bachelor's Degree in Physical
Education from the University of California at Los Angeles.

                                      18
<PAGE>


     KIRK HARTLE has served as Chief Financial Officer of the Company and AASP
since June 1, 1999.  Prior to his employment with the Company that began April
5, 1999, Mr. Hartle was a Senior Manager with KPMG LLP.  His experience spans
over 11 years in public accounting with both KPMG LLP and Deloitte & Touche
LLP, 6 of which were in a management capacity.  Mr. Hartle is a Nevada CPA and
received a Bachelor's Degree in Business Administration-Accounting from the
University of Nevada, Las Vegas. He devotes 100% of his time to the business
of the Company and AASP.

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.

ITEM 10.  EXECUTIVE COMPENSATION.

     The following table sets forth information regarding the executive
compensation for the Company's President and each other executive officer who
received compensation in excess of $100,000 for the years ended December 31,
2000, 1999 and 1998 from the Company:

<TABLE>
<CAPTION>

                                 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,        2000  $100,000    --      $30,247(2)   --           --         -
 President and      1999  $102,381    --      $30,250      --           --          -
 Chairman of the    1998  $100,000    --      $25,833      --           --         --
 Board

Ronald S. Boreta,   2000  $120,000    --      $31,845(3)   --           --          -
 President and      1999  $121,939    --      $29,301      --         281,000      --
 CEO of Subsidiary  1998  $100,000    --      $39,348      --           --
________________

(1)  Includes $60,000 for 2000 and $21,074 in 1999 deferred by Ron Boreta, and
$50,000 for 2000 and $17,445 in 1999 deferred by Vaso Boreta until such time
as the Company's cash flow is stabilized.  This election was made by Ron
Boreta and Voss Boreta in September 1999.  All of Ron Boreta's salary is paid
by AASP.  All of Vaso Boreta's salary is paid by SPEN.

                                      19
<PAGE>


(2)  Represents amounts contributed by the Company to the Company's
Supplemental Retirement Plan on behalf of Vaso Boreta.

(3)  Represents amounts paid for country club memberships for Ronald S.
Boreta, an automobile for his personal use, and contributions made by the
Company to retirement plans on his behalf.  For 2000, 1999, and 1998,
respectively, these amounts were $16,738, $13,446, and $11,148 for club
memberships; $10,607, $7,188, and $7,200 for an automobile; and $3,000,
$8,667, and $21,000 to the Company's Supplemental Retirement Plan.
</TABLE>

EMPLOYMENT AGREEMENTS

     The Company's President, Vaso Boreta, does not have an employment
agreement with the Company.   Since July 31, 1994, Mr. Vaso Boreta has been
paid an annual salary of $100,000 by the Company.

      Effective August 1, 1994, AASP entered into an employment agreement with
Ronald S. Boreta, AASP's President and Chief Executive Officer, pursuant to
which he receives a base salary of $100,000 per year plus annual increases as
determined by the Board of Directors.  His salary was increased to $120,000
for the year ended December 31, 1996.  The employment agreement is
automatically extended for additional one-year periods unless 60 days' notice
of the intention not to extend is given by either party.  In addition to his
base salary, Ronald S. Boreta also will receive a royalty equal to 2% of all
gross revenues directly related to the All-American SportPark and Slugger
Stadium concepts.  However, such royalty is only payable to the extent that
AASP's annual consolidated income before taxes after the payment of the
royalty exceeds $1,000,000. Ronald S. Boreta also receives the use of an
automobile, for which AASP pays all expenses, and full medical and dental
coverage.  AASP also pays all dues and expenses for membership at two local
country clubs at which Ronald S. Boreta entertains business contacts for AASP.
Ronald S. Boreta has agreed that for a period of three years from the
termination of his employment agreement that he will not engage in a trade or
business similar to that of AASP.

     In June 1997, AASP's Board of Directors awarded a $100,000 bonus to
Ronald S. Boreta for his extraordinary services related to the raising of
capital and development of AASP's Las Vegas SportPark.  $68,202 of this bonus
was paid in October 1998.

STOCK OPTION PLANS

     In December 1989, the Company's Board of Directors adopted an Incentive
Stock Option Plan (the "1989 Plan") under which options granted are intended
to qualify as "incentive stock options" under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").  This Plan replaced an earlier
incentive stock option plan of the Company.  Pursuant to the Plan, options to
purchase up to 300,000 shares of the Company's Common Stock could have been
granted to employees of the Company. No options are outstanding under the 1989
Plan and the Plan has now expired.





                                      20
<PAGE>



     In June 1991, the Company's Board of Directors adopted a Stock Option
Plan (the "1991 Plan"), and it was approved by the Company's shareholders in
June 1992.  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. Vesting provisions are determined by the Board of Directors at the
time options are granted.  The total number of shares of Common Stock subject
to options under the 1991 Plan may not exceed 500,000, 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 July 1999, options to purchase 421,000 shares of
the Company's common stock expired unexercised.  In August 1999, the Company's
Board of Directors granted options to purchase 421,000 shares of the Company's
common stock for a period of 5 years from the grant date.  All such options
are all 100% vested were issued to the following people and were still
outstanding as of March 26, 2001.

                     RELATIONSHIP             SHARES SUBJECT    EXERCISE
      NAME           TO THE COMPANY           TO OPTION         PRICE
----------------     --------------------     --------------    --------
Ronald S. Boreta     Officer and Director         281,000       $1.085
John Boreta          Employee                     130,000       $1.085
Theodore Abbruzzese  Consultant                    10,000       $1.085

     In April 2000, the Company's Board of Directors approved the grant of an
option to Kirk Hartle, the Company's Chief Financial Officer, to purchase an
aggregate 50,000 shares of the Company's common stock at the price of $1.085
per share which is higher than the closing market price on the date of grant.
The option vests as to 25,000 shares immediately and the remaining 25,000
shares vest on April 24, 2001.  This option expires April 24, 2005.

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.

401(k) PLAN

     The Company provided a 401(k) employee retirement and savings program
(the "401(k) Plan") which covered the Company's employees.  Under the 401(k)
Plan, an employee could contribute up to 15% of his or her gross annual
earnings, subject to a statutory maximum, for investment in one or more funds
identified under the plan.  The Company made matching contributions equal to
50% of participants' contributions up to six percent of the participants'
salary.  Effective December 6, 2000, SPEN terminated this plan due to lack of
employee participation.



                                      21
<PAGE>


SUPPLEMENTAL RETIREMENT PLAN

     In November 1996, the Company established a Supplemental Retirement Plan,
pursuant to which certain employees selected by the Company's Chief Executive
Officer receive 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.  Company contributions to the Supplemental Retirement
Plan are immediately vested for Category I employees, and vest 20% per year of
employment for Category II employees.  Vested amounts under the Supplemental
Retirement Plan are paid out over 5 to 20 years upon retirement, disability,
death or termination of employment.

     In 1997, Vaso Boreta (President and Chairman of the Board of the
Company), John Boreta (a principal shareholder of the Company), and Ronald S.
Boreta (a Director of the Company and President of AASP) were designated as
Category I employees.  The Company made contributions to the Supplemental
Retirement Plan on behalf of Vaso Boreta and Ron Boreta of $30,247 and $1,500,
respectively, for 1999, and $30,250 and $8,667, respectively, for 1999.

     The Company's Board of Directors is expected to contribute approximately
the same amounts it did in 2000 to the Plan for 2001.

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

     The following table sets forth, as of March 26, 2001, 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                          1,837,637 (1)            22.6%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Ronald S. Boreta                     1,723,288 (2)            20.5%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Robert R. Rosburg                        5,000                 0.1%
49-425 Avenida Club La Quinta
La Quinta, CA  92253

William Kilmer                           5,000                 0.1%
1500 Sea Breeze
Ft. Lauderdale, FL  33316

Kirk Hartle                             25,000 (7)             0.3%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119


                                      22
<PAGE>


John Boreta                          1,059,374 (3)            12.8%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Boreta Enterprises, Ltd. (4)         1,304,445                16.0%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

ASI Group LLC (5)                    2,651,265 (6)            31.3%
c/o Agassi Enterprises, Inc.
Suite 750
3960 Howard Hughes Parkway
Las Vegas, NV  89109

All Directors and Officers           3,595,925                42.6%
as a Group (5 persons)
___________________

(1)  Includes 1,823,810 shares held directly and 13,827 shares which
represents Vaso Boreta's share of the Common Stock held by Boreta Enterprises.

(2)  Includes 544,699 shares held directly, 897,589 shares which represents
Ronald Boreta's share of the Common Stock held by Boreta Enterprises Ltd., and
281,000 shares underlying Stock Options held by Ronald Boreta.

(3)  Includes 536,345 shares held directly, 393,029 shares which represents
John Boreta's share of the Common Stock held by Boreta Enterprise Ltd. and
130,000 shares underlying Stock Options 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, Perry Craig Rogers and Sunbelt Communications Company.

(6)  Includes 2,303,290 shares owned directly and 347,975 shares underlying
options held by ASI Group LLC.

(7)  Represents shares underlying options exercisable within 60 days held by
the named person.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     As of December 31, 2000 the Company owns approximately two-thirds of the
outstanding common stock of AASP and 33% of its Convertible Preferred Stock.
Vaso Boreta, the Company's President and Chairman of the Board, is Chairman of
the Board of AASP. Ronald S. Boreta, a Director of the Company, is President
and a Director of AASP. Robert S. Rosburg and William Kilmer, Directors of the
Company, are also Directors of AASP.

                                      23
<PAGE>


     AASP has extensive transactions and relationships with SPEN and
subsidiaries ("Related Entities"), the chairman and principal shareholder of
SPEN, the golf retail store owned by the Chairman of SPEN (the "Paradise
Store") and the St. Andrews Golf Shop ("SAGS") which is the golf retail store
in the Callaway Golf Center owned by the President of AASP and his brother
(the "Affiliated Stores"). The Paradise Store operates in Las Vegas, Nevada.
The types of activities that are shared amongst all of these entities are
advertising, payroll and employee benefits, warehouse rent, equipment leases,
and miscellaneous office expenses. Costs are allocated to each entity based on
relative benefits received.

     AASP has unsecured, ten- percent notes payable of $264,967 and 230,000 at
December 31, 2000 and 1999 with the Paradise Store.  A payment of $225,300 was
made on these notes in late March 1999.  These notes are due at various dates
in 2001.  The principal amount, interest rate, and payment terms are
substantially similar to borrowings that the Paradise Store obtained from a
bank to fund these loans to AASP.  Accrued interest payable of $61,826 and
$62,712 at December 31, 2000 and 1999, respectively, is included with the note
payable.  Interest payments of $26,508 and 27,212 have been deferred in 2000
and 1999, respectively, a practice which is expected to continue in 2001 if
necessary.

     AASP has unsecured, ten- percent notes payable of $1,259,702 and
$1,250,000 as of December 31, 2000 and 1999 with Vaso Boreta. These notes are
due at various dates in 2001.  The principal amount, interest rate, and
payment terms are substantially similar to borrowings that Vaso Boreta
obtained from a bank to fund these loans to AASP.  Accrued interest payable of
$346,836 and $234,616 at December 31, 2000 and 1999, respectively, is included
in the balance due.  Interest payments of $125,964 and $127,397 have been
deferred in 2000 and 1999, respectively, a practice which is expected to
continue in 2001 if necessary.

     On September 15, 1998 AASP entered into a $13,500,000 loan agreement with
Nevada State Bank.  The loan was for 15 years with interest at 9.38%.  To
facilitate this financing transaction, the Landlord of the Sportpark executed
a trust deed granting a security interest in the leased property to the Lender
to secure repayment of the loan.  As consideration for the Landlord's
willingness to provide collateral for the loan, AASP's President, CEO and its
Chairman and a related entity pledged their stock in SPEN to the landlord as
collateral to protect the leased property from foreclosure and the landlord
was issued 75,000 stock options exercisable at $4.00 per share through the
year 2005.

     In connection with the discontinued SportPark business segment loan
resolution, the Company's chairman paid $2,750,000 to the Lender to release
collateral he had pledged to secure the SportPark loan; this $2.75 million was
used by the Lender to pay down the loan balance owed by the SportPark.  In
connection therewith, Vaso Boreta, the Company's chairman incurred costs and
fees totaling $283,473 to consummate the transaction with the Lender.  This
transaction required Vaso Boreta to sell the collateral so that cash could be
paid to the Lender in exchange for releasing the Lender's lien on the
collateral. Accrued interest of $60,550 has been accrued on the total amount
incurred by Vaso Boreta of $3,033,473.  Interest is calculated at 10% per
annum.  There is currently no written agreement concerning this obligation.



                                      24
<PAGE>

     Effective October 1, 1990, a franchise agreement between AASP and Vaso
Boreta, the Company's President and Chairman of the Board, was mutually
terminated, and a new agreement was entered into with him pursuant to which he
was permitted to operate a Las Vegas Discount Golf & Tennis store in Las
Vegas, Nevada, which is not a franchise store.  The agreement also provided
that Mr. Boreta may purchase certain merchandise for his store at the same
cost as the Company, use the facilities and personnel of the Company on a
limited basis, and operate a limited mail order business from his store.  In
exchange for these rights, Mr. Boreta paid AASP a fee of $3,000 per month.
This agreement with AASP was terminated on July 31, 1994, when Mr. Boreta
entered into a similar agreement with the Company.  This store is referred to
herein as the "Paradise Store."

     During 2000 and 1999, the Paradise Store purchased $104,777 and $105,999,
respectively, in sporting goods merchandise from the Company.  Also during
2000 and 199, the Paradise Store sold $414,417 and $584,001, respectively, in
merchandise to the Company.  The Company's Board of Directors 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 Company owns a retail store in Las Vegas and the Company and the
Affiliated Store share advertising costs in the Las Vegas market on an equal
basis.  During 2000 and 1999, the Company paid $145,909 and $148,376,
respectively, for advertising shared with the Paradise Store, which
represented approximately one-half of the costs of such advertising.

     On October 19, 1998, the Company issued 2,303,290 shares of its Common
Stock to ASI Group, L.L.C. ("ASI"), for $2,500,000 in cash in a private
transaction.  As part of this transaction, ASI also received an option to
purchase 347,975 shares of Common Stock at an exercise price of $1.8392 per
share through October 19, 2008 (the "Option").  As a result of this
transaction, ASI is now deemed to beneficially own approximately 31.3% of the
Company's Common Stock.

     ASI is a Nevada limited liability company whose members are Andre K.
Agassi, a professional tennis player, and Perry Craig Rogers, an attorney and
business manager.

     On October 19, 1998, immediately following the transaction between the
Company and ASI described above, the Company used the $2,500,000 received from
ASI to purchase 250,000 shares of the Series B Convertible Preferred Stock of
AASP.  AASP used these funds together with the proceeds of the $13,500,000
loan that AASP had recently obtained from the Nevada State Bank toward the
completion of AASP's SportPark in Las Vegas, Nevada, to pay down short-term
debt obligations and for working capital.

     During September 1997, a majority of the Board of Directors of the
Company agreed to sell the Company's rights to the St. Andrews name to Boreta
Enterprises, Ltd. for a $20,000 promissory note since the Company has
committed all of its efforts to the development and management of the
All-American SportPark and no longer intended to engage in the business of
selling golf equipment or apparel.

     A majority of 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.

                                      25
<PAGE>


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

10.3      Agreement between the          Incorporated by reference to
          Company and Saint Andrews      Exhibit 10.4 to the Form SB-2
          Golf Corporation               Registration Statement of Saint
                                         Andrews Golf Corporation
                                         (No. 33-84024)

10.4      License Agreement between      Incorporated by reference to
          the Company and Saint          Exhibit 10.5 to the Form SB-2
          Andrews Golf Corporation       Registration Statement of Saint
                                         Andrews Golf Corporation
                                         (No. 33-84024)



                                      26
<PAGE>



10.5      Lease Agreement with A&R       Incorporated by reference to
          Management and Development     Exhibit 10.8 to the Form SB-2
          Co., et al., and Sublease      Registration Statement of Saint
          to Las Vegas Discount Golf     Andrews Golf Corporation
          & Tennis, Inc.                 (No. 33-84024)

10.6      Lease Agreement with Vaso      Incorporated by reference to
          Boreta, as amended, and        Exhibit 10.9 to the Form SB-2
          Assignment to Las Vegas        Registration Statement of Saint
          Discount Golf & Tennis,        Andrews Golf Corporation
          Inc.                           (No. 33-84024)

10.7      Letter Agreement with          Incorporated by reference to
          Oracle One Partners, Inc.      Exhibit 10.10 to the Form SB-2
                                         Registration Statement of Saint
                                         Andrews Golf Corporation
                                         (No. 33-84024)

10.8      Promissory Note to Vaso        Incorporated by reference to
          Boreta                         Exhibit 10.11 to the Form SB-2
                                         Registration Statement of Saint
                                         Andrews Golf Corporation
                                         (No. 33-84024)

10.9      Agreement with Major           Incorporated by reference to
          League Baseball Proper-        Exhibit 10.14 to the Regis-
          ties, Inc.                     trant's Form 10-K for the
                                         year ended December 31, 1994

10.10     Incentive Agreement with       Incorporated by reference to
          Ron Boreta                     Exhibit 10.15 to the Registrant's
                                         Form 10-KSB for the year ended
                                         December 31, 1996

10.11     Indenture of Lease between     Incorporated by reference to
          Urban Land of Nevada and       Exhibit 10.16 to the Post-
          All-American SportPark, Inc.   Effective Amendment No. 2 to
                                         the Form SB-2 Registration
                                         Statement of Saint Andrews
                                         Golf Corporation (No. 33-84024)

10.12     Lease Agreement between        Incorporated by reference to
          Urban Land of Nevada and       Exhibit 10.17 to the Form SB-2
          All-American Golf Center,      Registration Statement of Saint
          LLC                            Andrews Golf Corporation
                                         (No. 33-84024)

10.13     Operating Agreement for        Incorporated by reference to
          All-American Golf, LLC,        Exhibit 10.18 to the Form SB-2
          a limited liability            Registration Statement of Saint
          Company                        Andrews Golf Corporation
                                         (No. 33-84024)



                                      27

<PAGE>

10.14     Lease and Concession Agree-    Incorporated by reference to
          ment with Sportservice         Exhibit 10.20 to the Form SB-2
          Corporation                    Registration Statement of Saint
                                         Andrews Golf Corporation
                                         (No. 33-84024)

10.15     Sponsorship Agreement          Incorporated by reference to
          with Pepsi-Cola Company        Exhibit 10.21 to the Form SB-2
                                         Registration Statement of Saint
                                         Andrews Golf Corporation
                                         (No. 33-84024)

10.16     Promissory Note of All-        Incorporated by reference to
          American SportPark, Inc.       Annual Report on Form 10-KSB of
          for $3 million payable to      Saint Andrews Golf Corporation
          Callaway Golf Company          for the year ended December 31,
                                         1997 (File No. 0-024970)

10.17     Guaranty of Note to            Incorporated by reference to
          Callaway Golf Company          Annual Report on Form 10-KSB of
                                         Saint Andrews Golf Corporation
                                         for the year ended December 31,
                                         1997 (File No. 0-024970)

10.18     Forbearance Agreement dated    Incorporated by reference to
          March 18, 1998 with Callaway   Annual Report on Form 10-KSB of
          Golf Company                   Saint Andrews Golf Corporation
                                         for the year ended December 31,
                                         1997

10.19     Amendment No. 2 to License     Incorporated by reference to
          Agreement with National        Annual Report on Form 10-KSB of
          Assoc. for Stock Car Auto      Saint Andrews Golf Corporation
          Racing, Inc.                   for the year ended December 31,
                                         1997

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

10.22     Voting Agreement, dated as of  Incorporated by reference
          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.


                                      28
<PAGE>


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

21       Subsidiaries of the             Incorporated by reference to
         Registrant                      Exhibit 21 to the Registrant's
                                         Form 10-KSB for the year ended
                                         December 31, 1995


     (b)  REPORTS ON FORM 8-K.  None.


































                                      29
<PAGE>


                     REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

     We have audited the accompanying consolidated balance sheets of Sports
Entertainment Enterprises, Inc. (a Colorado corporation) and subsidiaries (the
"Company") as of December 31, 2000 and 1999, and the related consolidated
statements of operations, shareholders' equity (deficit) 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 generally accepted auditing
standards.  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. and subsidiaries as of December 31, 2000 and
1999 and the results of their operations and their cash flows for the years
then ended in conformity with generally accepted accounting principles.

     The accompanying consolidated financial statements have been prepared
assuming that the Company will continue as a going concern.  As discussed in
Note 1e to the consolidated financial statements, the Company has had
recurring operating losses and has had cash flow constraints since September
1999, which raises substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note 1e.  The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.

                                    /s/ Piercy Bowler Taylor & Kern

                                    PIERCY BOWLER TAYLOR & KERN
Las Vegas, Nevada
March 27, 2001













                                      F-1
<PAGE>



              SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS

ASSETS

                                             DECEMBER 31,     DECEMBER 31,
                                                2000              1999
                                             ------------     ------------
Current assets:
  Cash and cash equivalents                  $    480,126     $    200,501
  Marketable securities                            97,394                -
  Accounts receivable                              42,435           33,836
  Inventory                                       563,140          590,536
  Prepaid expenses and other                       66,385           71,338
                                             ------------     ------------

     Total current assets                       1,249,480          896,211

Leasehold improvements and equipment, net       1,055,688        1,264,368
Due from affiliated stores                        138,661          168,779
Note receivable - related party                    20,000           20,000
Other assets                                       33,582           49,750
Net assets of discontinued operations             295,154        7,897,651
                                             ------------     ------------
     Total assets                            $  2,792,565     $ 10,296,759
                                             ============     ============


























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

                                      F-2
<PAGE>



              SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                            CONSOLIDATED BALANCE SHEETS
                                  (CONTINUED)


LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)

                                           DECEMBER 31,    DECEMBER 31,
                                              2000            1999
                                           ------------    ------------

Current liabilities:
  Current portion of long-term debt        $     49,891    $     45,400
  Current portion of obligations under
   capital leases                                15,931          70,085
  Accounts payable and accrued expenses       1,284,699         712,003
                                           ------------    ------------

     Total current liabilities                1,350,521         827,488

Note payable to shareholder                   4,700,561       1,484,616
Due to affiliated stores                      1,689,529       1,624,874
Long-term debt, net of current portion          493,428         543,318
Obligation under capital leases, net
  of current portion                             23,153          73,229
Deferred income                                 178,919         195,860
                                           ------------    ------------

     Total liabilities                        8,436,111       4,749,385

Minority interest                             5,000,000       5,000,000

Shareholders' equity (deficit):
  Series A Convertible Preferred stock,
   no par value, 500,000,000 shares
   authorized; no shares issued and
   outstanding for 2000 and 1999                      -               -

  Common stock, no par value, 15,000,000
   shares authorized, 8,135,097 shares
   issued and outstanding at December 31,
   2000 and 1999                              6,107,700       6,107,700
  Stock options issued                          268,300         268,300
  Accumulated other comprehensive income         65,615               -
  Accumulated deficit                       (17,085,161)     (5,828,626)
                                           ------------    ------------
     Total shareholders' equity (deficit)   (10,643,546)        547,374

Total liabilities and shareholders'
  equity (deficit)                         $  2,792,565    $ 10,296,759


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

                                      F-3
<PAGE>



              SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                 FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                   2000           1999
                                               ------------    -----------
Revenues:
  Retail operations                            $  2,932,037    $ 2,782,993
  Callaway Golf Center[TM]                        2,433,885      2,154,222
  Other                                              49,907         42,810
                                               ------------    -----------
     Total revenues                               5,415,829      4,980,025
                                               ------------    -----------
Cost of Revenues:
  Retail operations                               2,161,637      2,193,280
  Callaway Golf Center[TM]                          436,612        423,944
                                               ------------    -----------
     Total cost of revenues                       2,598,249      2,617,224
                                               ------------    -----------
     Gross profit                                 2,817,580      2,362,801
                                               ------------    -----------
Operating expenses:
  Selling, general and administrative             2,737,088      3,092,666
  Depreciation and amortization                     120,286        138,226
                                               ------------    -----------
     Total operating expenses                     2,857,374      3,230,892
                                               ------------    -----------
Operating loss                                      (39,794)      (868,091)
Interest expense, net                              (302,063)      (330,275)
                                               ------------    -----------
Loss from continuing operations before
  income taxes                                     (341,857)    (1,198,366)
Income tax benefit                                        -       (516,819)
                                               ------------    -----------
Loss from continuing operations before
  minority interest                                (341,857)      (681,547)
Minority interest in loss of subsidiary             116,730        607,100
                                               ------------    -----------
Loss from continuing operations                    (225,127)       (74,447)

DISCONTINUED OPERATIONS:
 Loss from discontinued operations of
   SportPark business before writedown
   of assets                                     (4,521,227)    (3,417,079)
  Writedown of SportPark assets to net
   realizable value                              (6,510,181)             -
                                               ------------    -----------
 Loss from discontinued operations              (11,031,408)    (3,417,079)
                                               ------------    -----------
Net loss                                        (11,256,535)    (3,491,526)
                                               ------------    -----------
Other comprehensive income:
  Unrealized holding gains on securities             65,615              -
                                               ------------    -----------
Comprehensive loss                             $(11,190,920)   $(3,491,526)
                                               ============    ===========
NET LOSS PER SHARE:
  Basic and diluted:
   Loss from continuing operations             $      (0.03)   $     (0.01)
   Loss from discontinued operations                  (1.36)         (0.42)
                                               ------------    -----------
     Net loss per share                        $      (1.39)   $     (0.43)
                                               ============    ===========

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

                                      F-4
<PAGE>



              SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
             CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
                   FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

<TABLE>
<CAPTION>

                                                                ACCUMULATED
                                                    STOCK          OTHER
                          PREFERRED     COMMON      OPTIONS     COMPREHENSIVE    ACCUMULATED
                            STOCK       STOCK       ISSUED         INCOME          DEFICIT          TOTAL
                          ----------   ----------   --------    -------------    -----------   -------------
<S>                       <C>          <C>          <C>         <C>              <C>           <C>
Balance, 12/31/1998       $        -   $6,107,700   $268,300      $     -       $ ( 2,337,100)  $  4,038,900

Net loss                           -            -          -            -          (3,491,526)    (3,491,526)
                          ----------   ----------   --------    -------------   -------------   ------------
Balance, 12/31/1999                -    6,107,700    268,300            -          (5,828,626)       547,374

Comprehensive loss:
  Net loss                                                                        (11,256,535)   (11,256,535)
  Other comprehensive
   income:
    Unrealized holding
     gains on securities                                           65,615                             65,615
                          ----------   ----------   --------      -------       ------------    ------------
Comprehensive loss                 -            -          -       65,615        (11,256,535)    (11,190,920)
                          ----------   ----------   --------      -------       ------------    ------------
Balance, 12/31/2000       $        -   $6,107,700   $268,300      $65,615       $(17,085,161)   $(10,643,546)
                          ==========   ==========   ========      =======       ============    ============

</TABLE>


























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

                                      F-5
<PAGE>


              SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                       CONSOLIDATED STATEMENTS OF CASH FLOWS
                   FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999

                                                     2000           1999
                                                 ------------    -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                       $(11,256,535)   $(3,491,526)
   Adjustment to reconcile net loss to net
    cash provided by (used in) operating
    activities of continuing operations:
     Loss from discontinued operations             11,031,408      3,417,079
     Common stock of subsidiary issued for
      services                                        116,730              -
     Minority interest                               (116,730)      (607,100)
     Depreciation and amortization                    120,286        138,226
     Stock dividend received                          (31,779)             -
     Amortization of land lease deposit                     -              -
     Loss on sale of equipment                         (1,741)             -
     Bad debt expense                                       -         41,844
    Changes in operating assets and liabilities:
     (Increase) decrease in accounts receivable        (8,599)       341,662
     (Increase) decrease in inventories                27,396       (120,157)
     (Increase) decrease in prepaid expenses and
      other                                            21,121        (28,740)
     Increase in accounts payable and accrued
      expenses                                        572,697         62,793
     Decrease in deferred tax liability                     -       (147,600)
     Decrease in deferred income                      (16,942)       (25,347)
                                                 ------------    -----------
Net cash provided by (used in) operating
 activities of continuing operations                  457,312       (418,866)
                                                 ------------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Leasehold improvements expenditures                 (14,446)      (244,823)
  Proceeds from sale of equipment                      32,500              -
                                                 ------------    -----------
Net cash provided by (used in) investing
  activities of continuing operations                  18,054       (244,823)
                                                 ------------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in due to Affiliated Stores    (176,873)       635,047
  Increase in notes payable and notes payable
   to shareholder and related entity                  137,072         86,277
  Principal payments on capital leases                (32,149)       (90,600)
                                                 ------------    -----------
Net cash provided by (used in) financing
  activities of continuing operations                 (71,950)       630,724
                                                 ------------    -----------
NET CASH USED IN DISCONTINUED OPERATIONS             (123,791)    (2,351,434)
                                                 ------------    -----------
NET INCREASE (DECREASE) IN CASH AND CASH
  EQUIVALENTS                                         279,625     (2,384,399)

CASH AND CASH EQUIVALENTS, beginning of period        200,501      2,584,900
                                                 ------------    -----------
CASH AND CASH EQUIVALENTS, end of period         $    480,126    $   200,501
                                                 ============    ===========
SUPPLEMENTAL CASH FLOW INFORMATION:
  Cash paid for interest                         $     58,361    $    71,347
                                                 ============    ===========
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock of subsidiary issued in
   exchange for consulting services              $    116,730    $         -
                                                 ============    ===========
  Capital lease obligation transferred in
   connection with sale of equipment             $     72,081    $         -
                                                 ============    ===========
  Costs incurred by the Company's Chairman to
   reduce the Company's long term debt           $  3,033,473    $         -
                                                 ============    ===========
The accompanying notes are an integral part of these consolidated financial
statements.
                                      F-6
<PAGE>

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

1.   ORGANIZATIONAL STRUCTURE AND BASIS OF PRESENTATION

     a. PRINCIPLES OF CONSOLIDATION

The consolidated financial statements of Sports Entertainment Enterprises,
Inc. ("SPEN"), a Colorado corporation, include the accounts of SPEN and its
subsidiaries, All-American SportPark, Inc. ("AASP"), LVDG Development
Corporation ("Development") and LVDG Rainbow, Inc. ("Rainbow").  SPEN and its
subsidiaries are collectively referred to as "the Company".  All significant
inter-company accounts and transactions have been eliminated.

     b. COMPANY BACKGROUND AND PRIMARY CONTINUING BUSINESS ACTIVITIES

In 1974, the Company's chairman opened a retail store in Las Vegas, Nevada
under the name Las Vegas Discount Golf & Tennis ("LVDG").  This store is still
owned and operated by the Company's chairman and is referred to herein as the
"Paradise Store." (See Note 4).

Prior to 1997, SPEN's primary business segments included: (1) the wholesale
sales of golf and tennis related merchandise to franchisees and to other golf
retailers, (2) the operation of Company-owned Las Vegas Discount Golf & Tennis
retail stores and (3) franchising LVDG retail stores and collecting royalty
revenue through its subsidiary AASP.

On February 26, 1997, the Company and AASP completed the sale of certain of
their franchised store and golf distribution system assets and transferred
certain related liabilities to an unrelated buyer who has incorporated under
the name Las Vegas Golf & Tennis, Inc. as described below in subpart "c" of
this section. After this transaction, the Company continues to operate a
single retail store (the "Rainbow Store") located in Las Vegas, Nevada.

On June 13, 1997, AASP and Callaway Golf Company ("Callaway") formed
All-American Golf, LLC (the "LLC") to construct, manage and operate the
Callaway Golf Center , a premier golf facility on 42 acres located at the
south end of the world famous Las Vegas "Strip" at Las Vegas Boulevard and
Sunset Road.  AASP contributed $3 million for 80 percent of the members' units
of the LLC while Callaway purchased the remaining 20 percent for $750,000.
The Callaway Golf Center opened for business in October 1997.

On May 5, 1998, AASP sold its 80% membership interest in the LLC to Callaway
for $1.5 million in cash and the forgiveness of $3 million of debt, including
accrued interest thereon, owed to Callaway by AASP. This transaction resulted
in a gain to AASP of $1,638,000.  AASP retained the option to repurchase the
80% membership interest for a period of two years.  On December 31, 1998 AASP
acquired substantially all the assets of the LLC subject to certain
liabilities from Callaway.  This acquisition resulted in AASP owning 100% of
the Callaway Golf Center.





                                      F-7
<PAGE>

The Callaway Golf Center includes the Divine Nine par 3 golf course fully
lighted for night golf, a 110-tee two-tiered driving range which has been
ranked the Number 2 golf practice facility in the United States since it
opened in October 1997, a 20,000 square foot clubhouse which includes the St.
Andrews Golf Shop, Callaway Performance Center, Giant Golf teaching academy,
and the Bistro 10 restaurant and bar.

As of December 31, 2000, SPEN owns approximately two-thirds of the outstanding
common stock of AASP and one-third of its Convertible Preferred Stock.  The
Company's President and Chairman of the Board, is also Chairman of the Board
of AASP.

     c.  DISCONTINUED OPERATIONS

AASP developed a concept for family-oriented sports-themed amusement venues
named "All-American SportPark" ("SportPark" or "SPLV").  The first SportPark,
comprising 23 acres adjacent to the Callaway Golf Center, opened for business
on October 9, 1998. The SportPark includes NASCAR SpeedPark, Major League
Baseball Slugger Stadium, the 100,000 square foot Arena Pavilion which houses
the Pepsi AllSport Arena, "The Rock" 47-foot rock climbing wall, an 8,000
square foot arcade, Indoor putting challenge, Boston Garden restaurant and
bar, Skybox suites and several other interactive experiences and retail shops.

As of December 31, 2000, management of AASP formalized a plan to dispose of
the SportPark facility because (1) the property continues to sustain
substantial losses, and (2) it is not expected that future results would
improve without substantial capital investment; AASP does not have the
resources to make such an investment.  As part of this plan, effective January
2, 2001, the SportPark was closed to the general public, although it continues
to operate on a limited basis for group parties and special events until a
suitable buyer/operator is found. AASP is in discussions with several
prospective buyers and expects to complete a transaction to dispose of the
SportPark sometime in 2001.  Accordingly, the Company has accounted for AASP's
SportPark business segment as "Discontinued Operations" in the accompanying
consolidated financial statements as of and for the years ended December 31,
2000 and 1999.  In connection with the foregoing, AASP evaluated the net
realizable value of the SportPark assets in the context of its current
situation and negotiations with prospective buyers. In that regard, in the
fourth quarter of 2000, management of AASP determined that a write down of
$6,510,181 was necessary to reflect the estimated net realizable value of the
SportPark upon disposition.

Net assets of the Company's discontinued Sportpark business included in the
accompanying consolidated balance sheets consisted of the following at
December 31, 2000 and 1999:











                                      F-8
<PAGE>



                                                 2000          1999
                                             -----------    -----------

     Current assets                          $   171,182    $   367,566
     Property and equipment, net              14,879,510     22,926,672
     Other assets                                378,446        355,467
                                             -----------    -----------
                                              15,429,138     23,649,705
                                             -----------    -----------
     Notes payable (See Note 6)               13,080,776     13,084,118
     Capital lease obligations                   290,773        417,335
     Accounts payable and accrued
      liabilities                              1,455,283      1,752,065
     Deferred income                             307,152        498,536
                                             -----------    -----------
                                              15,133,984     15,752,054
                                             -----------    -----------
     Net assets to be disposed of            $   295,154    $ 7,897,651
                                             ===========    ===========

Revenues related to discontinued operations totaled $3,447,949 and 4,814,575
for 2000 and 1999, respectively.

AASP Management has been working with the Landlord in negotiating with several
prospects to either purchase or lease the SportPark.  It remains uncertain
whether AASP will retain any ownership interest in the SportPark.

     d.  CONCENTRATIONS OF RISK

In addition to its single retail outlet, the Company, through AASP, operates
one Callaway Golf Center and one All-American SportPark in Las Vegas, Nevada.
As described above, since December 31, 2000, the All-American SportPark is
operating on a limited basis and is being marketed for sale.  The level of
sustained customer demand for these types of recreational facilities is
undetermined.  AASP has implemented various strategies to market the Callaway
Golf Center to both tourists and local residents.  Should attendance levels at
the Golf Center not meet expectations in the short-term, management believes
existing cash balances would not be sufficient to fund operating expenses and
debt service requirements for at least the next twelve months.  The inability
to build attendance to profitable levels beyond a twelve-month period may
require AASP to seek additional debt or equity financing to meet its
obligations as they come due. There is no assurance that AASP would be
successful in securing such debt or equity financing in amounts or with terms
acceptable to AASP.

     e.  GOING CONCERN MATTERS

The accompanying consolidated financial statements have been prepared on a
going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business.  As shown in the
accompanying consolidated financial statements, during the years ended
December 31, 2000 and 1999, the Company had a net loss of $11,256,535 and
3,491,526, respectively, and has experienced cash flow constraints since
September 1999.


                                      F-9
<PAGE>

As of December 31, 2000, the Company had a working capital deficit of
$101,041. Additionally, the $13 million note payable secured by a first deed
of trust on the discontinued SportPark segment (Note 6) has been in default
since September 1999.  The Landlord for the SportPark bought this note payable
from the Lender in November 2000, and the note remains in default.

In addition to not making payments on the SportPark loan since September 1999,
AASP has not made any land lease payments to the Landlord since that time.
AASP negotiated an agreement with the landlord to defer the land lease
payments, totaling $624,996 annually, on both the SportPark and Callaway Golf
Center beginning September 1999 with no specified ending date.  Management of
AASP believes that the landlord is willing to defer land lease payments until
such time as adequate capital resources are available to AASP to make such
payments.

As discussed in subpart c. above, AASP Management and the Landlord are
negotiating with several prospects to either purchase or lease the SportPark.
AASP Management believes that, in order to sufficiently fund operating cash
needs and debt service requirements over at least the next twelve months, a
transaction with an unrelated party for the SportPark would need to be
structured so that AASP would no longer fund cash shortfalls at the SportPark
and AASP would be released from significant continuing liability for SportPark
obligations.

If required to fund continuing operations, management believes that additional
borrowings against the Callaway Golf Center could be arranged.  Should
additional financing to fund operations be required, the Company will explore
all funding options.  There can be no assurance such lending sources would be
willing, on terms acceptable to the Company, to provide additional financing.

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

     f. 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.  Management's estimates of net
realizable value of assets of the discontinued segment and net loss on
disposal thereof, could be subject to material change in the next year.

2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  CASH AND CASH EQUIVALENTS

The Company considers all highly liquid debt instruments with an original
maturity of three months or less to be cash equivalents.

     b.  ACCOUNTS RECEIVABLE

Accounts receivable consists of amounts due from tenants at the Callaway Golf
Center[TM], and from the sale of merchandise and/or services.



                                      F-10
<PAGE>

     c.  INVENTORIES

Inventories, which consist primarily of sporting goods merchandise, are stated
at the lower of cost (retail average cost method) or market.

     d.  LEASEHOLD IMPROVEMENTS AND EQUIPMENT

Leasehold improvements and equipment are stated at cost.  Depreciation and
amortization is provided for on a straight-line basis over the lesser of the
lease term or the following estimated useful lives of the assets:

           Furniture and equipment      3-10 years
           Leasehold improvements       15 years

     e.   DEFERRED INCOME

Deferred income consists primarily of advance fees received from tenants and
corporate sponsors.  Deferred income is amortized to income over the life of
the applicable agreement.

     f.   ADVERTISING

The Company expenses advertising costs as incurred.  Advertising costs charged
to continuing operations amounted to $223,299 and $304,334 in 2000 and 1999,
respectively.

     g.  RECLASSIFICATIONS

In addition to accounts of the discontinued segment, certain items previously
reported in specific financial statement captions have been reclassified to
conform to the 2000 presentation.

     h.   RECOVERABILITY OF LONG-LIVED ASSETS

The Company reviews its long-lived assets for impairment whenever events or
changes in the circumstances indicate that the carrying amount of an asset or
a group of assets may not be recoverable.  The Company deems an asset to be
impaired if a forecast of undiscounted future operating cash flows directly
related to the asset, including disposal value if any, is less than its
carrying amount.  If an asset is determined to be impaired, the loss is
measured as the amount by which the carrying amount of the asset exceeds fair
value.  The Company generally measures fair value by discounting estimated
cash flows. Considerable management judgment is necessary to estimate
discounted cash flows. Accordingly, actual results could vary significantly
from such estimates.

     i.   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 8,135,097 for both 2000 and 1999.




                                      F-11
<PAGE>

3.  SEGMENT INFORMATION

The Company's two operating segments are determined based on the nature of
their activities.  The retail operations segment consists of a Company-owned
store located in Las Vegas, Nevada that sells sporting good merchandise.  The
Company's sport-oriented theme park segment which includes the All-American
SportPark and Callaway Golf Center.  As described in Note 1.c. above, the
All-American SportPark has been classified as discontinued operations; as
such, segment information for the SportPark is not included herein.

The accounting policies of the reported segments are the same as those
described in Note 2 - Summary of Significant Accounting Policies.

The financial information pertaining to the Company's retail operations and
the Callaway Golf Center operations for each of the two years in the period
ended December 31, 2000, is as follows:

                                      2000

                           Retail      Callaway
                          Operations  Golf Center  Adjustments     Total
                          ----------  -----------  -----------   ----------
Revenues from External
  Customers               $2,932,037  $ 2,433,885  $         -   $5,365,922
Interest Income                  251       12,079            -       12,330
Interest Expense             122,451      223,721            -      346,172
Depreciation &
 Amortization                 21,406       98,880            -      120,286
Minority Interest                  -            -      116,730      116,730
Segment Assets             4,595,520    2,374,634   (4,352,589)   2,617,565
Capital Expenditures           8,286       31,297            -       39,583

                                     1999
                           Retail      Callaway
                          Operations  Golf Center  Adjustments     Total
                          ----------  -----------  -----------   ----------

Revenues from External
  Customers               $2,782,993  $ 2,154,222  $         -   $4,937,215
Interest Income                  652        4,520            -        5,172
Interest Expense             107,009      228,438            -      335,447
Depreciation &
 Amortization                 21,081      146,139            -      167,220
Minority Interest                  -            -      607,100      607,100
Segment Assets             5,021,000    2,466,837   (4,943,723)   2,544,114
Capital Expenditures           9,789      235,034            -      244,823

4.  RELATED PARTY TRANSACTIONS

The Company has extensive transactions and relationships with its Chairman,
the Paradise Store, AASP, and the golf retail store located inside the
Callaway Golf Center[TM] Saint Andrews Golf Shop ("SAGS").  SAGS is owned by
AASP's President and his brother.  The Paradise Store and SAGS are
collectively referred to as the "Affiliated Stores."  The types of activities
that are shared between these entities are inventory purchases, advertising,


                                      F-12
<PAGE>


payroll and employee benefits, warehouse rent, equipment leases, and
miscellaneous office expenses. Costs are allocated to the respective companies
based on relative benefit received.  The Affiliated Stores purchased
merchandise at the same cost as the Company.  The Paradise Store and the
Company owned store share advertising costs equally.  The Company owned
store's share of these advertising costs were $145,909 and $148,376 in 2000
and 1999, respectively.  Sales of merchandise made by the Paradise Store to
the Company totaled $414,417 and $584,001 for the years ended December 31,
2000 and 1999, respectively.  The Paradise store purchased $104,777 and
$105,999, respectively, in sporting goods merchandise from the Company.

AASP has unsecured, ten- percent notes payable of $264,967 and $230,000 at
December 31, 2000 and 1999 with the Paradise Store.  A payment of $225,300 was
made on these notes in late March 1999.  These notes are due at various dates
in 2001.  The principal amount, interest rate, and payment terms are
substantially similar to borrowings that the Paradise Store obtained from a
bank to fund these loans to AASP.  Accrued interest payable of $61,826 and
$62,712 at December 31, 2000 and 1999, respectively, is included with the note
payable balance under the caption "Due to Affiliated Stores" in the
accompanying consolidated balance sheets.  Interest payments of $26,508 and
$27,212 have been deferred in 2000 and 1999, respectively, a practice which is
expected to continue in 2001, if necessary.

AASP has unsecured, ten- percent notes payable of $1,259,702 and $1,250,000 as
of December 31, 2000 and 1999 with the Company's chairman.  These notes are
due at various dates in 2001.  The principal amount, interest rate, and
payment terms are substantially similar to borrowings that the Company's
chairman obtained from a bank to fund these loans to AASP.  Accrued interest
payable of $346,836 and $234,616 at December 31, 2000 and 1999, respectively,
is included with the note payable balance under the caption "Note payable to
Shareholder" in the accompanying consolidated balance sheets.  Interest
payments of $125,964 and $127,397 have been deferred in 2000 and 1999,
respectively, a practice which is expected to continue in 2001, if necessary.

In connection with the discontinued SportPark segment loan resolution (see
Note 6), the Company's chairman paid $2,750,000 to the Lender to release
collateral he had pledged to secure the SportPark loan; this $2.75 million was
used by the Lender to pay down the loan balance owed by the SportPark.  In
connection therewith, the Company's Chairman incurred costs and fees totaling
$283,473 to consummate the transaction with the Lender.  This transaction
required the Company's chairman to sell the collateral so that cash could be
paid to the Lender in exchange for releasing the Lender's lien on the
collateral.  The total amount of $3,033,473 incurred by the Company's chairman
along with accrued interest payable of $60,550 is included under the caption
"Note payable to Shareholder" in the accompanying consolidated balance sheet
at December 31, 2000. Payment of the accrued interest payable has been
deferred and the Company's chairman has agreed to continue deferring the
payment of accrued interest until such time as AASP has adequate capital
resources to service this obligation.







                                      F-13
<PAGE>



5.  LEASEHOLD IMPROVEMENTS AND EQUIPMENT

Leasehold improvements and equipment included the following as of December 31:

                                              2000            1999
                                          -------------    -----------

    Building                              $     252,866    $   252,866
    Land Improvement                            325,937        303,572
    Signs                                        67,590         67,590
    Furniture and equipment                     349,332        342,128
    Leasehold improvements                      387,495        497,801
    Equipment under capital leases               62,648        213,682
    Other                                        13,789          8,889
                                          -------------    -----------
                                              1,459,657      1,686,528
    Less accumulated depreciation
     and amortization                          (403,969)      (422,160)
                                          -------------    -----------
                                          $   1,055,688    $ 1,264,368
                                          =============    ===========

6. LONG-TERM DEBT

On September 15, 1998, AASP consummated a $13,500,000 secured loan with Nevada
State Bank.  The original term of the loan was for 15 years with the interest
measured at a fixed rate of 4% above the Bank's five-year LIBOR rate measured
September 1, 1998, 2003 and 2008.  Through August 31, 2003, the interest rate
on the loan was 9.38%.  The loan is secured by substantially all the assets of
AASP that existed at the time the financing was completed as well as corporate
guarantees of AASP and SPEN.  The Callaway Golf Center was not owned by AASP
at the time this financing was completed and therefore is not security for
this loan.  To facilitate this financing transaction, the owner of the
leasehold interest in the land underlying the SportPark ("Landlord") executed
a trust deed granting a security interest in the leased property to the Lender
to secure repayment of the loan.  As consideration for the Landlord's
willingness to provide collateral for the loan, the AASP's President and CEO,
its Chairman, and a related entity pledged their stock in SPEN (the "Boreta
Stock") to the Landlord.  Additionally, the landlord was issued 75,000 stock
options in AASP exercisable at $4.00 per share through the year 2005.  Also,
the Company's Chairman pledged three parcels of land owned by him (the
"Chairman's parcels") as additional collateral to secure the loan.  Provisions
in the loan agreement allowed for the reconveyance of these three parcels to
the Company's Chairman upon the SportPark achieving certain debt service
coverage milestones.

AASP has been in default on this loan since September 1999 because it did not
make the September 1999 loan payment and has not made any of its scheduled
loan payments since.  The Bank filed a formal notice of default on December
22, 1999. In an attempt to resolve the default issue, AASP, with the Bank's
agreement, hired an amusement park industry consultant to evaluate all
operational aspects of the SportPark and provide recommendations to improve
its performance.  This consultant began its work in December 1999 and
completed it in February 2000. The product of their evaluation included a

                                      F-14

<PAGE>

detailed plan to help the SportPark eventually achieve profitability and
commence servicing the Bank's debt.  The Bank hired a different industry
consultant which, after a limited review, concluded that AASP's plan as
prepared by its consultant could not be achieved. AASP met and discussed
possible resolutions several times with the Bank's representatives to no
avail.

In July 2000, the Lender filed a notice of sale and foreclosure on the
Chairman's parcels.  In October 2000, the Company's Chairman sold the property
within which the Chairman's parcels were located and paid the Lender
$2,750,000 to fully release the obligations associated with this collateral.
The Lender applied the $2.75 million as a reduction to the outstanding
SportPark loan obligation.

On November 13, 2000, AASP reached an agreement with the Lender whereby the
Lender agreed to release AASP and SPEN from their guarantees on the SportPark
Note Payable, a note payable on certain SportPark equipment ("Equipment
Note"), and an operating lease agreement for certain SportPark equipment
("Equipment Lease").  In exchange, AASP, SPEN, and certain other related
parties agreed to fully release the Lender and its affiliates from any claims
related to the SportPark Note Payable, Equipment Note, and Equipment Lease.
Concurrent with the foregoing, the Landlord bought these three obligations
from the Lender for $7 million.  As a result, the Landlord became the first
lien holder on the SportPark property, and also became the lender on the
Equipment Note and Equipment Lease, with exactly the same rights that the
previous Lender had except that the guarantees of AASP and SPEN no longer
exist on any of these three obligations. The Landlord and AASP are negotiating
with several prospects to either purchase or lease the Sportpark property from
the Landlord.  Although management of AASP believes that a favorable
resolution may be achieved with regard to this SportPark issue, there can be
no assurance that AASP will be successful in doing so.  Also, see Note 4.

The SportPark Note Payable principal balance and related accrued interest
payable due as of December 31, 2000 is $13,049,922 and $310,991, respectively.

The Equipment Note original amount was $39,055.  Payments are $808 per month
with interest at 8.75% per annum.  Payments on this note have not been made
since the Landlord bought the Equipment Note from the Lender.  The note's
scheduled maturity is March 18, 2004.  The balance owing at December 31, 2000
and 1999 was $30,854 and $34,196, respectively.

The SportPark Note Payable and Equipment Note are included as part of Net
Assets of Discontinued Operations as described in Note 1.c above.

On December 31, 1998, the Company acquired substantially all the assets of the
Callaway Golf Center subject to certain liabilities for $1 million in the form
of a promissory note payable due in quarterly installments of $25,000 over 10
years without interest.  This note has been discounted to reflect the notes'
present value.  As of December 31, 2000 and 1999, the note is recorded at
$543,319 and $588,719, respectively, in the accompanying consolidated balance
sheets.

Aggregate maturities of long-term debt of continuing operations for the five
years subsequent to December 31, 2000, are as follows:



                                      F-15
<PAGE>


              Year ending:
                  2001         $    49,891
                  2002              54,827
                  2003              60,250
                  2004              66,210
                  2005              72,760
               Thereafter          239,381
                               -----------
                               $   543,319
                               ===========

7.  LEASES

SPEN and AASP share office and warehouse facilities leased from the Company's
Chairman under a non-cancelable operating lease agreement, which expires on
January 31, 2005.  Rent is allocated 50% to SPEN and 50% to AASP. Rent expense
for the Company's allocated share of this lease was $5,100 and $7,924 for 2000
and 1999, respectively.

The land underlying the All-American SportPark and Callaway Golf Center is
leased to AASP at an aggregate amount of $52,083 per month allocated $18,910
and $33,173, respectively.  Also, the leases have provisions for contingent
rent to be paid by AASP upon reaching certain levels of gross revenues.  The
leases commenced October 1, 1997 for the Callaway Golf Center and February 1,
1998 for the SportPark.  The terms of both leases are 15 years with two
five-year renewal options.  The minimum rent shall be increased at the end of
the fifth year of the term and every five years thereafter by an amount equal
to ten percent of the minimum monthly installment immediately preceding the
adjustment date.

As a condition to the lease, AASP entered into a Deposit Agreement, which
required AASP to post a refundable deposit to the lessor of $500,000.  The
deposit has been applied as prepaid rent to be amortized resulting in a
balance of $0 and $37,821 as of December 31, 2000 and 1999, respectively.

Due to cash constraints, AASP negotiated an agreement with the landlord to
defer the land lease payments on both the SportPark and Callaway Golf Center
beginning September 1999 with no specified ending date.  Management of AASP
believes that the landlord is willing to defer land lease payments until such
time as adequate capital resources are available to AASP to make such
payments.

The Company also leases retail space for the Company-owned store under a
non-cancelable operating lease agreement which expires on June 30, 2005 and
provides for a base monthly rental payment of $9,220.  Under this lease, the
base monthly rental may increase based on the consumer price index and taxes.
Rent expense under this lease totaled $121,618 and $124,525 in 2000 and 1999,
respectively.

The Company is also obligated under various other capital and non-cancelable
operating leases for equipment that expire at various dates over the next five
years. Total rent expense for operating leases was $630,450 and $757,449 for
2000 and 1999, respectively.

At December 31, 2000, minimum future lease payments of continuing operations
are as follows:

                                      F-16
<PAGE>



                               Capital      Operating
                   Year        Leases         Leases         Total
                   ----        --------     ----------     ----------
                   2001        $ 29,520     $  566,419     $  595,939
                   2002          21,267        549,706        570,973
                   2003            -           562,280        562,280
                   2004            -           558,725        558,725
                   2005            -           494,055        494,055
                 Thereafter        -         3,323,943      3,323,943
                               --------     ----------     ----------
                 Total         $ 50,787     $6,055,128     $6,105,915
                                            ==========     ==========
Less amount representing
  interest                      (11,702)
                               --------
Present value of net minimum
capital leases payments          39,084
Current portion                 (15,931)
                               --------
Obligations under capital
leases net of current portion  $ 23,153
                               ========

8.  INCOME TAXES

The federal income tax provision (benefit) from continuing operations
consisted of the following for the years ended December 31:

                                            2000            1999
                                        -----------      -----------
     Current                            $(3,380,536)     $(3,310,739)
     Deferred                            (1,071,680)       1,470,759
     Less valuation allowance             4,452,216        1,323,161
                                        -----------      -----------
     Total                              $         -      $(  516,819)
                                        ===========      ===========

The components of the deferred tax asset (liability) consisted of the
following at December 31:
                                            2000            1999
                                        -----------      -----------
Deferred Tax Liabilities:
  Temporary differences related to
  Property and Equipment                $(3,076,467)     $(1,894,158)

Deferred Tax Assets:
  Deferred Income                           165,264          236,094
  Other                                     291,498          125,498
  Writedown of assets                     2,213,462                -
  Net Operating Loss Carryforward         6,795,320        3,469,427
                                        -----------      -----------
Net Deferred Tax Asset Before
 Valuation Allowance                      6,389,077        1,936,861
Valuation allowance                      (6,389,077)      (1,936,861)
                                        -----------      -----------
Net Deferred Tax asset (liability)      $         -      $         -
                                        ===========      ===========

                                      F-17
<PAGE>


As of December 31, 2000, the Company has available for income tax purposes
approximately $19.9 million in federal net operating loss carryforwards, which
may offset future taxable income.  These loss carryforwards begin to expire in
fiscal year 2003.  A valuation allowance has been established to reserve the
net deferred tax asset since management does not believe it is more likely
than not that they will be realized.

The provision (benefit) for income taxes attributable to income (loss) from
continuing operations, does not differ materially from the amount computed at
the federal income tax statutory rate.

9.   CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES

     a.  CAPITAL STOCK

On October 19, 1998, SPEN issued 2,303,290 shares of its common stock for
$2,500,000 in a private transaction to ASI Group, L.L.C. ("ASI").  ASI also
received 347,975 options for common stock of the Company at an exercise price
of $1.8392 per share through October 19, 2008.

     b.  STOCK OPTION PLANS

In June 1991, the Company's Board of Directors adopted an Incentive Stock
Option Plan (the "1991 Plan").  All options granted under the 1991 Plan except
for 4,000 options which were granted in 1992 and 1993 have either expired or
were replaced under an amendment to the plan effective July, 1994.  The 1991
Plan allows the Board to grant stock options from time to time to employees,
officers, 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 or an option which is not
an Incentive Stock Option as well as determining the vesting schedule and
expiration date. Incentive Stock Options will only be granted to persons who
are employees or officers of the Company.  Vesting provisions are determined
by the Board of Directors at the time options are granted.  The total number
of shares of Common Stock subject to options under the 1991 Plan may not
exceed 500,000, subject to adjustment in the event of certain
recapitalizations and reorganizations.  Total options granted under the 1991
Plan in 1994 were 481,000 at an exercise price of $.80 per share.  Of these
shares, 60,000 had expired prior to 1999 while the remaining 421,000 shares
expired in July 1999.  New options representing 421,000 shares were granted in
1999 at an exercise price of $1.085 and vested immediately; these options
expire in August 2004.  An option for 50,000 shares was granted in 2000 at an
exercise price of $1.085 with half of the shares vesting immediately and the
remaining half vesting April 24, 2001; these options expire in April 2005.
Total options outstanding under the 1991 Plan were 471,000 and 421,000 at
December 31, 2000 and 1999, respectively.

The Company has elected to follow Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" (APB 25) and related
Interpretations in accounting for its employee stock options because, as
discussed below, the alternative fair value accounting provided for under SFAS
123, "Accounting for Stock-Based Compensation," requires use of option
valuation models that were not developed for use in valuing 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.

                                      F-18
<PAGE>


Pro forma information regarding net income (loss) and earnings (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 that
Statement. 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
2000: 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 3.43;
and a weighted-average expected life of the options of 5.48 years.  The
assumptions for 1999 were the same except for the volatility factor of 1.88
and the weighted average expected life of the options of 6.51 years.

The Black-Scholes option pricing model was developed for use in estimating the
fair value of traded options that have no vesting restrictions and are fully
transferable.  In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.

Because the Company's employee stock options have characteristics
significantly different from those of traded options, and because changes in
the subjective input assumptions can materially affect the fair value
estimate, in management's opinion, the existing models do not necessarily
provide a reliable single measure of the fair value of its employee stock
options.

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,
                                  2000              1999
                              -------------      ------------
Net loss
  As reported                 $(11,256,535)      $(3,491,526)
  Pro forma                    (11,256,535)       (3,491,526)

Basic and diluted net
  loss per share
    As reported                      (1.39)             (.43)
    Pro forma                 $      (1.39)      $      (.43)

A summary of changes in the status of the Company's outstanding stock options
for the years ended December 31, 2000 and 1999 is presented below:
















                                      F-19
<PAGE>


                                       2000                   1999
                              ----------------------  ----------------------
                                            Weighted               Weighted
                                            Average                Average
                                            Exercise               Exercise
                                Shares       Price      Shares      Price
                              ----------------------  ----------------------
Outstanding at beginning
 of year                      768,975        $1.43     768,975      $1.27
  Granted                      50,000         1.09     421,000       1.09
  Exercised                      -             -          -           -
  Forfeited                      -             -          -           -
  Expired                        -             -      (421,000)      0.80
                              ----------------------  ----------------------
Outstanding at end of year    818,975        $1.41     768,975      $1.43
                              ======================  ======================

Exercisable at end of year    793,975        $1.42     768,975      $1.43
                              ======================  ======================
Weighted average fair value
 of options granted                          $0.15                  $0.45
                              ======================  ======================

The following table summarizes information about stock options outstanding at
December 31, 2000:

                         Options Outstanding           Options Exercisable
                 ----------------------------------   ----------------------
                              Weighted
                              Average      Weighted                 Weighted
                              Remaining    Average                  Average
                 Number       Contractual  Exercise    Number       Exercise
                 Outstanding  Life (Years) Price       Exercisable  Price
                 -----------  ------------ --------    -----------  --------
Range of
 exercise
 prices
 $1.085-$1.84      818,975       5.48       $1.41       793,975       $1.42
                 ==========   ============  =======     ==========  ======

     c.  PREFERRED STOCK

The Company is authorized to issue up to 5,000,000 shares of preferred stock.
On October 21, 1992, the Board of Directors authorized the creation of Series
A convertible preferred stock with no par value.

      d.  AASP PREFERRED STOCK SERIES A

On July 11, 1996 the AASP Board of Directors authorized the creation of
500,000 shares of Series A Convertible Preferred Stock with a $.001 par value.
On July 29, 1996, AASP entered into an agreement to sell 500,000 shares of the
Series A Convertible Preferred Stock at $10.00 per share for a total of
$5,000,000.  The agreement also resulted in the assignment of certain rights.
All proceeds related to the agreement were received in accordance with its
terms in 1996.  The preferred stock issued by AASP and accompanying options to
purchase 250,000 shares of AASP common stock is included as a component of
minority interest in the accompanying consolidated balance sheets.

                                      F-20
<PAGE>


Each share of the Series A Convertible Preferred Stock is convertible into one
share of AASP's common stock.  Pursuant to the agreement, AASP also granted
the holder an option to purchase up to 250,000 shares of AASP's common stock
at $5.00 per share for a period of 5 years from the date of the agreement.

The agreement also provides for certain demand and piggyback registration
rights with respect to the shares of common stock issuable upon the conversion
of the Series A Convertible Preferred Stock and the exercise of the option.
As discussed in Note 13 below, in March 2001, AASP acquired all 500,000 shares
of Series A convertible preferred stock from the holder and retired the
shares.

     e.  AASP SERIES B CONVERTIBLE PREFERRED STOCK

On September 22, 1998, the AASP Board of Directors authorized the creation of
250,000 shares of Series B Convertible Preferred Stock with a $.001 par value.

On October 19, 1998, AASP issued 250,000 shares of Series B Convertible
Preferred Stock to its majority shareholder, SPEN for $2,500,000 in cash.

Each share of the Series B Convertible Preferred Stock issued to SPEN is
convertible at the option of SPEN into one share of AASP's common stock.  In
the event of liquidation or dissolution of AASP, each share of Series B
Convertible Preferred Stock will have a $10.00 liquidation preference over all
other shareholders.  In addition, holders of the Series B Convertible
Preferred Stock shall be entitled to receive dividends at a rate equal to the
rate per share payable to common stock holders, assuming conversion of the
Preferred shares. The Preferred shares can be redeemed by AASP upon meeting
certain conditions.

     f.  AASP COMMON STOCK AND COMMON STOCK PURCHASE WARRANTS

In 1994, AASP completed a public offering of 1,000,000 Units, each Unit
consisting of one share of Common Stock and one Class A Common Stock Purchase
Warrant.  As a result, 1,000,000 shares of Common Stock and 1,000,000 Class A
Warrants were issued.  Net proceeds from the offering were $3,684,000.  Two
Class A Warrants entitled the holder to purchase one share of AASP common
stock for $6.50, $2 above the initial public offering price.  The Class A
Warrants expired unexercised March 15, 1999.

In connection with the initial public offering, AASP issued to the
Representative of the Underwriters, Representative's Warrants to purchase
100,000 shares (10 percent of the units purchased by the underwriters), with
an exercise price of $5.40 for a four-year period beginning on December 13,
1995.  AASP also issued to the Representative 100,000 Class A Warrants which
entitle the Underwriter to purchase 50,000 shares of Common Stock (5 percent
of the units purchased by the underwriters), with an exercise price of $7.80
per share exercisable beginning on December 13, 1995.  These warrants expired
unexercised December 12, 1999.

10.  EMPLOYEES' 401(k) PROFIT SHARING PLAN

The Company offered all its eligible employees participation in the Employees'
401(k) LVDG Profit Sharing Plan ("the Plan").  The Plan provided for purchases
of certain investment vehicles by eligible employees through payroll
deductions of up to 15% of base compensation.  For 2000 and 1999, the Company

                                      F-21
<PAGE>


matched 50% of employees' contributions up to a maximum of 6% of an employee's
base compensation.  The Company had expenses related to the Plan charged to
continuing operations of $2,114 and $6,770 for 2000 and 1999, respectively.
Effective December 6, 2000, the Company terminated this plan due to lack of
employee participation.

11.  SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN

In 1995, the Company entered into a Supplemental Retirement Plan for certain
key employees of which the President of the Company and AASP is included.
This plan became effective on January 1, 1996.  The Company made contributions
to the plan charged to continuing operations of $33,247 and $30,250 for 2000
and 1999, respectively.

12.  COMMITMENTS AND CONTINGENCIES

The Company has employment agreements with its President, as well as other key
employees who require the payment of fixed and incentive based compensation.

In 1997, AASP entered into an agreement with the Pepsi-Cola Company ("Pepsi")
concerning an exclusive sponsorship agreement.  Under the agreement, Pepsi
receives certain exclusive rights to product display and dispensing of only
its products at the discontinued SportPark segment and Callaway Golf Center in
exchange for a series of payments beginning when the SportPark opened.  In
addition, Pepsi was granted the naming rights to the multipurpose arena in the
SportPark as the AllSport Arena. In addition, Pepsi provided the equipment
needed to dispense its products at the SportPark and Callaway Golf Center.
Also, the agreement provides that AASP and Pepsi will participate in joint
marketing programs such as promotions on Pepsi's products and local radio
advertising as well as Pepsi has the right to provide three marketing events
per year.  These events are to be used to promote the business of the
SportPark and Pepsi.  The sponsorship agreement terminates in October 2003,
unless earlier terminated as provided in the agreement.

In 1997, AASP entered into a lease and concession agreement with Sportservice
Corporation ("Sportservice") which provides SportService with the exclusive
right to prepare and sell all food, beverages (alcoholic and non-alcoholic),
candy and other refreshments throughout the discontinued SportPark segment and
the Callaway Golf Center , during the ten year term of the agreement.
Sportservice pays rent based on a percentage of gross sales.  The agreement
also provides Sportservice with a right of first refusal for future parks to
be built by AASP in consideration for a fixed payment.

The Company is involved in certain litigation as both plaintiff and defendant
related to its business activities.  Management, based upon consultation with
legal counsel, does not believe that the resolution of these matters will have
a materially adverse effect upon the Company.

13.  SUBSEQUENT EVENT

In March 2001, AASP acquired all of its Series A Convertible Preferred Stock
from Three Oceans, Inc. ("TOI", an affiliate of Sanyo North America) for
$5,000.  In connection therewith, TOI's representative on the Board of
Directors resigned. Also, all agreements and contractual obligations between
AASP and TOI were terminated.

                                      F-22
<PAGE>


                                  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 30, 2001              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 30, 2001
Vaso Boreta                   Board, Secretary, Treasurer
                              and Director


/s/ Ronald S. Boreta          Director                         March 30, 2001
Ronald S. Boreta


/s/ Kirk Hartle               Chief Financial Officer          March 30, 2001
Kirk Hartle


/s/ Robert R. Rosburg         Director                         March 30, 2001
Robert R. Rosburg


/s/ William Kilmer            Director                         March 30, 2001
William Kilmer