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, 2002

                                      OR

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

             For the transition period from: _____ to ____

                         Commission File No. 0-17436

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

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

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

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

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

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

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

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

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

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

As of March 24, 2003, 4,240,061 shares of common stock were outstanding, and
the aggregate market value of the common stock of the Registrant held by
non-affiliates was approximately $7,653.

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


                                PART I

ITEM 1.  DESCRIPTION OF BUSINESS.

                              BUSINESS DEVELOPMENT

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

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

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

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

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

     On December 16, 1996, the Company and AASP entered into negotiations
pursuant to an "Agreement for the Purchase and Sale of Assets" to sell all but
one of the four retail stores owned by the Company, all of the Company's
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.

     In connection with the sale of the above-described assets, SPEA 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 AASP's Callaway Golf
Center business.  In 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 SPEA, 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.

Page 2


     On October 19, 1998 AASP sold 250,000 shares of its Series B Convertible
Preferred Stock to SPEA for $2,500,000.  SPEA 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.

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

     On July 3, 2002, the Company's shareholders approved the sale of the
Company's subsidiary, LVDGT Rainbow, Inc., to the Company's President.  The
purchase price was $347,000 paid by reducing amounts owed by SPEA to Rainbow.
As additional consideration, the Company's President forgave all remaining
amounts owed to Rainbow by SPEA at the time the transaction was approved,
which amounted to $267,000.  The sale closed August 31, 2002.

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

BUSINESS OF THE COMPANY

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

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

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

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





Page 3



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 Company is marketing itself to investment bankers and others as an
active public company seeking a business opportunity.  Several private
companies with the desire to become public have been presented to the Company,
none of which were deemed acceptable opportunities for the Company's
shareholders.

COMPETITION

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

EMPLOYEES

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

ITEM 2.  DESCRIPTION OF PROPERTY.

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

ITEM 3.  LEGAL PROCEEDINGS.

     None.

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

     None.

                                    PART II

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

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



Page 4


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

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

     Year Ended December 31, 2001:
       First Quarter                             $0.300     $0.100
       Second Quarter                            $0.180     $0.100
       Third Quarter                             $0.140     $0.020
       Fourth Quarter                            $0.080     $0.020

      HOLDERS.  The number of holders of record of the Company's no par value
common stock at March 24, 2003, was approximately 967.  This does not include
approximately 1,000 shareholders that hold stock in their accounts at
broker/dealers.

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

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

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

OVERVIEW

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

RESULTS OF CONTINUING OPERATIONS - YEAR ENDED DECEMBER 31, 2002 VERSUS YEAR
ENDED DECEMBER 31, 2001

     SELLING, GENERAL AND ADMINISTRATIVE ("SG&A").  SG&A expenses consist
principally of payroll, rent, professional fees and other corporate costs.
The decrease of 6.8% to $204,572 in 2002 compared to $219,390 in 2001 is due
to a combination of the following:  (1) lower payroll costs in 2002 of about
$50,000 due to five fewer months of payroll paid to the Company's President in
2002 resulting from the sale of the LVDGT Rainbow subsidiary; after July 2002,
the Company ceased paying the President any salary, and (2) an offsetting
increase of about $35,000 in professional, legal, and investor relations costs
related to the May 2002 spin-off of AASP; the sale of the Rainbow retail store
which was approved by the Company's shareholders on July 3, 2002; and the
transfer agent, printing and distribution costs relating to these transactions
and the shareholders meeting.



Page 5

     INTEREST EXPENSE, NET.  Net interest expense decreased 18.0% to $4,852 in
2002 compared to $5,914 in 2001 due primarily to the elimination of accrued
interest on deferred salary to the Company's President in connection with the
sale of the LVDGT Rainbow subsidiary.

     LOSS FROM CONTINUING OPERATIONS.  The Company incurred a net loss from
continuing operations of $165,955 in 2002 compared to $225,304 in 2001.  The
lower net loss in 2002 is due to the factors described above along with a
one-time gain on sale of securities in 2002 of $43,469.

LIQUIDITY AND CAPITAL RESOURCES

     For reasons described below and in Note 1.c. to the consolidated
financial statements, in its report dated March 26, 2003, the Company's
independent auditors have expressed substantial doubt as to the Company's
ability to continue as a going concern.

     At December 31, 2002, the Company had a working capital deficit of
$70,647. The Company's current and expected sources of working capital are
related parties.  Ongoing expenses incurred by the Company have been paid by
Rainbow or AASP and these entities are expected to continue this practice.
Currently, there is no plan in place regarding repayment of these advances;
however, it is expected that the advances made to the Company will accrue
interest at a market rate until repaid.

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

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

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

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

     There are no planned material capital expenditures in 2003.

     OPERATING ACTIVITIES.  During 2002, net cash used in operating activities
was $201,191 compared to $364,071 in 2001.  The primary reasons for the
difference relate to (1) an approximate $138,000 decrease in accounts payable
in 2001 compared to no change in 2002, and (2) a $43,469 gain on sale of
securities in 2002; similar activity did not occur in 2001.

Page 6


     FINANCING ACTIVITIES.  During 2002, net cash provided by financing
activities was $201,923 compared to $364,071 in 2001.  The change between the
periods is directly related to supporting cash used in operating activities
described above.

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-16 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           68     Chairman of the Board, President, Chief Executive
                             Officer, Treasurer, and Secretary

Ronald S. Boreta      40     Director

Robert R. Rosburg     75     Director

William Kilmer        62     Director

Kirk Hartle           37     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 Directors or
Officers of the Company.

     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.

Page 7


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

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

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

     VASO BORETA has been Chairman of the Board of Directors since December
1989, President since July 1994, and Treasurer and Secretary since June 1992,
and a Director of the Company since February 1988.  He also served as the
Company's President from February 1988 to December 1989, and October 1990 to
June 1992.  In 1974, Mr. Boreta first opened a specialty business named "Las
Vegas Discount Golf & Tennis," which retailed golf and tennis equipment and
accessories.  Mr. Boreta's original store is an Affiliated Store of the
Company.  Mr. Boreta devotes approximately 10% of his time to the business of
the Company and the balance to operating his Affiliated Stores.

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

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

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

     KIRK HARTLE has served as Chief Financial Officer of the Company and AASP
since April 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 10% of his time to the business of
the Company.





Page 8


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 that
received compensation in excess of $100,000 for the years ended December 31,
2002, 2001, and 2000 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   BONUS     SATION   AWARD(S) (NUMBER)     SATION
                           (1)
------------------ ---- -------- --------  -------  --------- -----------  ------
<S>                <C>  <C>      <C>       <C>      <C>       <C>          <C>
Vaso Boreta,       2002 $ 58,242    --     $17,173     --        --          --
 President and                              (2)
Chairman of the    2001 $100,000    --     $30,250     --        --          --
 Board             2000 $100,000    --     $30,247     --        --          --


____________

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

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

</TABLE>

COMPENSATION OF DIRECTORS

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

EMPLOYMENT AGREEMENTS

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


Page 9



STOCK OPTION PLANS

     In 1991, the Company's Board of Directors adopted a Stock Option Plan
(the "1991 Plan").  The 1991 Plan allows the Board to grant stock options from
time to time to employees, officers and directors of the Company and
consultants to the Company. The Board of Directors has the power to determine
at the time the option is granted whether the option will be an Incentive
Stock Option (an option that qualifies under Section 422 of the Internal
Revenue Code of 1986) or an option that is not an Incentive Stock Option.
However, Incentive Stock Options will only be granted to persons who are
employees or officers of the Company.  The Board of Directors determines
vesting provisions at the time options are granted. The total number of shares
of Common Stock subject to options under the 1991 Plan may not exceed 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 August 1999, the Company's Board of Directors
granted options to purchase 210,500 shares of the Company's common stock for a
period of 5 years from the grant date.  All such options are all 100% vested
and were issued to the following people and were still outstanding as of March
15, 2003.

                     RELATIONSHIP             SHARES SUBJECT    EXERCISE
      NAME           TO THE COMPANY           TO OPTION         PRICE
----------------     --------------------     --------------    --------
Ronald S. Boreta     Officer and Director         140,500       $2.17
John Boreta          Employee                      65,000       $2.17
Theodore Abbruzzese  Consultant                     5,000       $2.17

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

SUPPLEMENTAL RETIREMENT PLAN

     The Company has 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), was designated as a Category I employee.  The Company made or
accrued contributions to the Supplemental Retirement Plan on behalf of Vaso
Boreta of $17,173 for 2002 and $30,250 for 2001.

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




Page 10


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

     The following table sets forth, as of March 24, 2003, the stock ownership
of each person known by the Company to be the beneficial owner of five percent
or more of the Company's Common Stock, each Officer and Director individually,
and all Directors and Officers of the Company as a group.  Except as noted,
each person has sole voting and investment power with respect to the shares
shown.

                                    AMOUNT AND
NAME AND ADDRESS                  NATURE OF BENE-           PERCENT
OF BENEFICIAL OWNERS              FICIAL OWNERSHIP          OF CLASS
-------------------------          ---------------          --------
Vaso Boreta                              6,984 (1)             0.2%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Ronald S. Boreta                     1,317,558 (2)            30.1%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

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

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

Kirk Hartle                            154,250 (7)             3.6%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

John Boreta                            969,710 (3)            22.5%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

Boreta Enterprises, Ltd. (4)           652,223                15.4%
6730 South Las Vegas Blvd.
Las Vegas, Nevada  89119

ASI Group LLC (5)                    1,325,633 (6)            30.0%
c/o Agassi Enterprises, Inc.
Suite 750
3960 Howard Hughes Parkway
Las Vegas, NV  89109

All Directors and Officers           1,483,792                32.1%
as a Group (5 persons)

___________________

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

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

Page 11


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

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

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

     Ronald Boreta is the sole manager of Boreta Enterprises Ltd.

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

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

(7)  Includes 129,250 shares owned directly and 25,000 shares underlying
     options exercisable within 60 days held by the named person.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

     On July 3, 2002, the Company's shareholders approved the sale of the
Company's subsidiary, LVDGT Rainbow, Inc., to the Company's President.  This
subsidiary owns and operates   The purchase price was $347,000 paid by
reducing amounts owed by SPEA to Rainbow.  As additional consideration, the
Company's President forgave all remaining amounts owed to Rainbow by SPEA at
the time the transaction was approved that amounted to $267,000.  The sale
closed August 31, 2002.

     During 2002 and 2001, the Paradise Store purchased $43,429 and $61,961,
respectively, in sporting goods merchandise from the Rainbow Store.  Also
during 2002 and 2001, the Paradise Store sold $242,846 and $447,807,
respectively, in merchandise to the Rainbow Store.  Management believes that
the terms of these transactions were on terms no less favorable to the Company
than if the transactions were with unaffiliated third parties.

     The Rainbow store and the Paradise Store shared advertising costs in the
Las Vegas market on an equal basis.  During 2002 and 2001, the Rainbow store
paid $70,050 and $177,399, respectively, for advertising.

     The Company has amounts payable to the Rainbow Store and AASP totaling
approximately $71,000.  Included in the foregoing balance is accrued interest
payable of approximately $2,500.  Until the Company achieves its objective of
completing a transaction with a business enterprise, interest will continue to
accrue on the outstanding balances due Rainbow and AASP at a rate of ten
percent per annum. These advances are not evidenced by a signed promissory
note and have no scheduled maturity.  Rainbow and AASP have agreed to defer
payment of these amounts until the Company achieves its stated objective.

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



Page 12


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

     (a)   3. EXHIBITS.

EXHIBIT
NUMBER      DESCRIPTION                    LOCATION

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

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

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

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

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

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

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

10.3        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)

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)

Page 13


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)

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)


Page 14



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.

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

Page 15


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.

ITEM 14.  CONTROLS AND PROCEDURES

     Under the supervision and with the participation of our management,
including our principal executive officer and principal financial officer, we
have evaluated the effectiveness of the design and operation of our disclosure
controls and procedures within 90 days of the filing date of this annual
report, and, based upon their evaluation, our principal executive officer and
principal financial officer have concluded that these controls and procedures
are effective.  There were no significant changes in our internal controls or
in other factors that could significantly affect these controls subsequent to
the date of their evaluation.








































Page 16


           SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES

                         INDEX TO FINANCIAL STATEMENTS

                                                                    Page

Report of Independent Public Accountants ........................  F-1

Consolidated Balance Sheets - December 31, 2002 and 2001 ........  F-2-F-3

Consolidated Statements of Operations and Comprehensive Loss
for the Years Ended December 31, 2002 and 2001 ..................  F-4

Consolidated Statements of Stockholders' Equity Deficiency
for the Years Ended December 31, 2002 and 2001 ..................  F-5

Consolidated Statements of Cash Flows for the Years Ended
December 31, 2002 and 2001 ......................................  F-6

Notes to Consolidated Financial Statements ......................  F-7



























Page 17



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. and subsidiaries (the "Company") as of
December 31, 2002 and 2001, and the related consolidated statements of
operations, shareholders' equity deficiency and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

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

     In our opinion, the financial statements referred to above present
fairly, in all material respects, the financial position of Sports
Entertainment Enterprises, Inc. and subsidiaries as of December 31, 2002 and
2001 and the results of their operations and their cash flows for the years
then ended in conformity with accounting principles generally accepted in the
United States.

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


                                    /s/ Piercy Bowler Taylor & Kern
                                    PIERCY BOWLER TAYLOR & KERN
Las Vegas, Nevada
March 26, 2003
















                                     F-1

<PAGE>
             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                         CONSOLIDATED BALANCE SHEETS
                         DECEMBER 31, 2002 AND 2001



ASSETS

                                                   2002         2001
                                                ----------  ----------

Current assets:
  Cash                                           $  732      $  -
  Marketable securities                            -          79,010
  Accounts receivable                              -              20
  Prepaid expenses and other                       -           1,323
                                                 ------      -------
     Total current assets                           732       80,353

Other assets                                        962          962
                                                 ------      -------
     Total assets                                $1,694      $81,315
                                                 ======      =======


































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

                                      F-2


             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS
                          DECEMBER 31, 2002 AND 2001
                                 (CONTINUED)

LIABILITIES AND SHAREHOLDERS' EQUITY DEFICIENCY

                                                    2002        2001
                                                -----------  -----------

Bank overdraft                                  $      -     $     3,286
Due to affiliates                                    71,379      555,415
                                                -----------  -----------
     Total liabilities                               71,379      558,701

Shareholders' equity deficiency:
  Series A Convertible Preferred Stock,
   no par value, 5,000,000 shares
   authorized; no shares issued                        -            -
  Common Stock, no par value, 100,000,000
   shares authorized, 4,240,061 and
   4,067,549 shares issued and outstanding
   at December 31, 2002 and 2001, respectively    6,114,590    6,107,700
  Additional paid-in capital                        882,300      268,300
  Accumulated other comprehensive income               -          47,234
  Accumulated deficit                            (7,066,575)  (6,900,620)
                                                -----------  -----------
     Total shareholders' equity deficiency          (69,685)    (477,386)
                                                -----------  -----------
Total liabilities and shareholders'
  equity deficiency                             $     1,694  $    81,315
                                                ===========  ===========
























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

                                      F-3


            SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
                FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


                                                    2002        2001
                                                -----------  -----------
Operating expenses:
  Selling, general and administrative           $   204,572  $   219,390
                                                -----------  -----------
Operating loss                                     (204,572)    (219,390)

Other income (expense):
  Gain on sale of securities                         43,469         -
  Interest expense, net                              (4,852)      (5,914)
                                                -----------  -----------
                                                     38,617       (5,914)
                                                -----------  -----------
Loss from continuing operations                    (165,955)    (225,304)

DISCONTINUED OPERATIONS:
  Loss from disposal of discontinued segment           -        (373,016)
  Loss from operations of discontinued
   components                                       (26,155)    (557,000)
                                                -----------  -----------
Loss from discontinued operations                   (26,155)    (930,016)
                                                -----------  -----------
     Net loss                                      (192,110)  (1,155,320)

Other comprehensive loss:
  Unrealized holding losses on securities               -        (18,381)
                                                -----------  -----------
     Comprehensive loss                         $  (192,110) $(1,173,701)
                                                ===========  ===========
NET LOSS PER SHARE:
  Basic and diluted:
   Loss from continuing operations              $     (0.04) $     (0.06)
   Loss from discontinued operations                  (0.01)       (0.23)
                                                -----------  -----------
     Net loss per share                         $     (0.05) $     (0.29)
                                                ===========  ===========













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 DEFICIENCY
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001


<TABLE>
<CAPTION>

                                                         Accumulated
                                            Additional     Other
                    Preferred     Common     Paid-In     Comprehensive   Accumulated
                      Stock       Stock      Capital       Income          Deficit        Total
                    ----------    ------    ----------   ------------    -----------   ----------
<S>                 <C>           <C>       <C>          <C>             <C>           <C>
Balances,
January 1, 2001     $    -      $6,107,700   $268,300      $65,615       $(6,675,316)  $(233,701)

Comprehensive loss:
  Net loss                                                                  (225,304)   (225,304)
  Other comprehensive
   loss:
    Unrealized holding
     losses on
     securities                                            (18,381)                      (18,381)
                    ----------  ----------   --------      -------       -----------   ---------
Balances,
December 31, 2001         -      6,107,700    268,300       47,234        (6,900,620)   (477,386)

Common stock issued
 for services                        6,890                                                 6,890

Sale of subsidiary
 to related party
 in exchange for
 reduction in debt                            614,000                                    614,000

Comprehensive loss:
  Net loss                                                                  (165,955)   (165,955)
  Other comprehensive
   loss:
    Unrealized holding
     losses on
     securities                                            (47,234)                      (47,234)
                    ----------  ----------   --------      -------       -----------   ---------
Balances,
December 31, 2002   $     -     $6,114,590   $882,300      $  -          $(7,066,575)  $ (69,685)
                    ==========  ==========   ========      =======       ===========   =========
</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, 2002 AND 2001

                                                    2002        2001
                                                -----------  -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                      $  (192,110) $(1,155,320)
    Adjustment to reconcile net loss to
     net cash used in operating activities
     of continuing operations:
      Loss from discontinued operations              26,155      930,016
      Gain on sale of securities to subsidiary      (43,469)        -
      Common stock issued for services                6,890         -
      Changes in operating assets and liabilities:
       Decrease in accounts receivable                   20          220
       Decrease (increase) in prepaid expenses
        and other                                     1,323       (1,177)
       Decrease in accounts payable and accrued
        expenses                                       -        (137,810)
                                                -----------  -----------
        Net cash used in operating activities
        of continuing operations                   (201,191)    (364,071)
                                                -----------  -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in bank overdraft              (3,286)       3,083
  Increase in due to related entities               205,209      360,988
                                                -----------  -----------
        Net cash provided by financing
         activities of continuing operations        201,923      364,071

NET INCREASE IN CASH                                    732         -

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

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














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

     b.     DISCONTINUED OPERATIONS

     AASP recorded a loss from disposal of the SportPark of $373,016 in 2001.
This loss is reported as "loss from disposal of discontinued segment" in the
accompanying consolidated statement of operations for 2001.  Revenues related
to the discontinued operations of the SportPark were $346,033 in 2001.

     The caption in the accompanying consolidated statements of operations for
2002 and 2001 titled "loss from operations of discontinued components"
represents the losses incurred by AASP and Rainbow for all of 2001 and through
the disposal or spin-off date of the respective entity in 2002.  For 2002, the
loss incurred by AASP was $54,014 on revenues of $841,888; Rainbow earned
income of $27,859 on revenues of $2,001,749.  For 2001, AASP incurred a loss
of $603,775 on revenues of $2,425,781; Rainbow earned income of $46,775 on
revenues of $3,140,654.

     c.     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.

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

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


                                     F-7

     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.

     d. ESTIMATES USED IN THE PREPARATION OF FINANCIAL STATEMENTS

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

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

     a.  STOCK BASED COMPENSATION

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

     b.  MARKETABLE SECURITIES

     The Company classifies its investments in marketable securities as
"available for sale" and carries them in the financial statements at fair
value.  Realized gains and losses are included in income, and unrealized
holding gains and losses are reported in other comprehensive income.

     c.  RECLASSIFICATIONS

     Certain items previously reported in specific financial statement
captions have been reclassified to conform to the 2002 presentation.

     d.  LOSS PER SHARE

     Basic and diluted loss per share is computed by dividing reported net
loss from continuing operations and discontinued operations by the
weighted-average number of common shares outstanding during the period.  The
weighted-average number of common and common equivalent shares used in the
calculation of basic and diluted earnings per share was 4,180,509 for 2002 and
4,067,549 for 2001.

3.   RELATED PARTY TRANSACTIONS

     On July 3, 2002, the Company's shareholders approved the sale of the
Company's subsidiary, LVDGT Rainbow, Inc., to the Company's President.  The
purchase price was $347,000 paid by reducing amounts owed by SPEA to Rainbow.
As additional consideration, the Company's President forgave all remaining
amounts owed, $267,000, to Rainbow by SPEA at the time the transaction was
approved.  The sale closed August 31, 2002.

     The Company has transactions and relationships with AASP and Rainbow,
each of which are under substantial common control.  The types of activities
that are shared by these entities are payroll and employee benefits, warehouse
rent, equipment leases, and miscellaneous office expenses. Costs are allocated
to each entity based on relative benefits received.  Ongoing expenses incurred
by the Company have been paid by Rainbow or AASP, primarily AASP, and these
entities are expected to continue this practice.  AASP allocated administra-

                                     F-8



tive payroll costs to the Company of approximately $50,000 in both 2002 and
2001.  Currently, there is no plan in place regarding repayment of these
advances; however, it is expected that the advances made to the Company will
accrue interest at a market rate until repaid.

4.   INCOME TAXES

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

                                             2002         2001
                                          -----------  -----------
Deferred Tax Assets:
     Net operating loss carryforward          466,234      384,419
                                          -----------  -----------
Net Deferred Tax Asset Before valuation
Allowance                                     466,234      384,419
Valuation allowance                          (466,234)    (384,419)
                                          -----------  -----------
Net Deferred Tax asset (liability)        $      -     $      -
                                          ===========  ===========

     As of December 31, 2001, the Company has available for income tax
purposes approximately $1.2 million in federal net operating loss
carryforwards, which may offset future taxable income.  These loss
carryforwards begin to expire in fiscal year 2011.  A one hundred percent
valuation allowance has been established against the net deferred tax asset
since it appears more likely than not that they will not be realized.

5.  CAPITAL STOCK, STOCK OPTIONS, AND INCENTIVES

     a.  CAPITAL STOCK

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

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

     b.  STOCK OPTION PLAN

     The Company has an Incentive Stock Option Plan (the "Plan") that allows
the Board to grant stock options from time to time to employees, officers and
directors of the Company, and consultants to the Company.  The Board of
Directors has the power to determine vesting provisions and expiration at the
time the option is granted and whether the option will be an Incentive Stock
Option or otherwise. Incentive Stock Options will only be granted to persons
who are employees or officers of the Company.  The total number of shares of
Common Stock subject to options under the Plan may not exceed 250,000, subject
to adjustment in the event of certain recapitalizations and reorganizations.
Options representing 210,500 shares were granted in 1999 at an exercise price

                                      F-9

of $2.17 and vested immediately; these options expire in August 2004.  An
option for 25,000 shares was granted in 2000 at an exercise price of $2.17;
this option is fully vested and expires April 2005.  Total options outstanding
under the Plan were 235,500 at December 31, 2002 and 2001.

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

     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 SFAS
No. 123, ACCOUNTING FOR STOCK-BASED COMPENSATION.  The fair value for these
options was estimated at the date of grant using a Black-Scholes option
pricing model with the following assumptions for 2002: 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 2.55; and a weighted-average
expected life of the options of 3.48 years.  The assumptions for 2001 were the
same except for the volatility factor of 1.81 and the weighted average
expected life of the options of 4.48 years.

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

                                     Year ended December 31,
                                     2002              2001
                                 -------------      ------------
Net loss
    As reported                  $(    192,110)     $( 1,155,320)
    Pro forma                     (    192,110)      ( 1,155,320)

Basic and diluted net
  loss per share
    As reported                   (        .05)      (       .29)
    Pro forma                     (        .05)      (       .29)

     A summary of changes in the status of the Company's outstanding stock
options for the years ended December 31, 2002 and 2001, is presented below:

                                         2002                   2001
                              ----------------------  ----------------------
                                            Weighted               Weighted
                                            Average                Average
                                            Exercise               Exercise
                                 Shares     Price       Shares     Price
                              ----------------------  ----------------------
Outstanding at beginning
 of year                        409,488     $2.82      409,488     $2.82
  Granted                          -          -           -          -
  Exercised                        -          -           -          -
  Forfeited                        -          -           -          -
  Expired                          -          -           -          -
                              ----------------------  ----------------------
Outstanding at end of year     409,488      $2.82      409,488     $2.82
                              ======================  ======================
Exercisable at end of year     409,488      $2.82      409,488     $2.82
                              ======================  ======================
Weighted average fair value
 of options granted                         $0.12                  $0.03
                              ======================  ======================

     The following table summarizes information about stock options
outstanding at December 31, 2002:


                                      F-10



                           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 $2.17-$3.68  409,488        3.48       $2.82     409,488      $2.82
                   =========================  =============================

6.   SUPPLEMENTAL NON-QUALIFIED RETIREMENT PLAN

     Until the sale of the Rainbow Store, the Company had a supplemental
retirement plan for certain key employees and accrued contributions to the
plan charged to continuing operations of $17,173 in 2002 and $33,247 in 2001.










































                                      F-11


                                  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 28, 2003              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 28, 2003
Vaso Boreta                   Board, Secretary, Treasurer
                              and Director


/s/ Ronald S. Boreta          Director                         March 28, 2003
Ronald S. Boreta


/s/ Kirk Hartle               Chief Financial Officer          March 28, 2003
Kirk Hartle


/s/ Robert S. Rosburg         Director                         March 28, 2003
Robert S. Rosburg


/s/ William Kilmer            Director                         March 28, 2003
William Kilmer


                                CERTIFICATIONS

     I, Vaso Boreta, Chief Executive Officer, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of Sports
Entertainment Enterprises, Inc.;

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

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

     4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

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

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

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

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

     6.  The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  March 28, 2003

/s/ Vaso Boreta
Vaso Boreta
Chief Executive Officer
(Principal Executive Officer)


     I, Kirk Hartle, Chief Financial Officer, certify that:

     1.  I have reviewed this annual report on Form 10-KSB of Sports
Entertainment Enterprises, Inc.;

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

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

     4.   The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

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

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

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

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

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

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

     6.   The registrant's other certifying officers and I have indicated in
this annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including corrective
actions with regard to significant deficiencies and material weaknesses.

Date:  March 28, 2003

/s/ Kirk Hartle
Kirk Hartle
Chief Financial Officer
(Principal Financial Officer)


                CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND
                          CHIEF FINANCIAL OFFICER OF
                    SPORTS ENTERTAINMENT ENTERPRISES, INC.
                      PURSUANT TO 18 U.S.C. SECTION 1350

     We certify that, to the best of our knowledge and belief, the Annual
Report on Form 10-KSB of Sports Entertainment Enterprises, Inc. for the year
ended December 31, 2002:

     1)  Complies with the requirements of Section 13(a) or 15(d) of the
Securities and Exchange Act of 1934; and

     2)  The information contained in the Report fairly presents, in all
material respects, the financial condition and results of operations of Sports
Entertainment Enterprises, Inc.



/s/ Vaso Boreta                      /s/ Kirk Hartle
Vaso Boreta                          Kirk Hartle
Chief Executive Officer              Chief Financial Officer
March 28, 2003                       March 28, 2003