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

                                  FORM 10-KSB/A
                                 AMENDMENT NO. 2

     [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



                     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



              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


              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


              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


              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



              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

         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


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.  This writedown was determined by taking the
carrying value of the SportPark's net fixed assets prior to the writedown of
approximately $21.4 million and reducing it by AASP's best estimate of net
proceeds from disposition.  Estimated net proceeds from disposition include
certain liabilities of the SportPark that are expected to be extinguished or
assumed by an ultimate buyer as part of a disposition transaction.

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




                                                 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


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.  MARKETABLE SECURITIES

In 2000, the Company received a stock dividend of 3,658 shares of Sun Life of
Canada upon the demutualization of Sun Life Insurance Company.  This stock
dividend was received because the Company owns a life insurance policy in the
name of the Company's Chairman.



                                        F-10


     c.  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.

     d.  INVENTORIES

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

     e.  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

     f.   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.

     g.   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.

     h.  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.

     i.   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.















                                    F-11


     j.   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.

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



                                      F-12



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,
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


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



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



              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




                               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


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



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



                                       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



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



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



                                  SIGNATURES

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

                                   SPORTS ENTERTAINMENT ENTERPRISES, INC.



Dated: September 7, 2001           By:/s/ Kirk Hartle
                                       Kirk Hartle, Chief Financial Officer