U.S. SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549


                              FORM 10-QSB/A
                             AMENDMENT NO. 1


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


               For the quarterly period ended March 31, 2001




                      Commission File Number: 0-17436




                    SPORTS ENTERTAINMENT ENTERPRISES, INC.
    -----------------------------------------------------------------
    (Exact name of small business issuer as specified in its charter)




         Colorado                                     84-1034868
-------------------------------             ---------------------------------
(State of other jurisdiction of             (IRS Employer Identification No.)
 incorporation or organization)


           6730 South Las Vegas Boulevard, Las Vegas, Nevada  89119
     --------------------------------------------------------------------
          (Address of principal executive offices including zip code)


                              (702) 798-7777
                        ---------------------------
                        (Issuer's telephone number)



Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the preceding 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___

As of May 11, 2001, 8,135,097 shares of common stock were outstanding.

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



<PAGE>
             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                          CONSOLIDATED BALANCE SHEETS


ASSETS
                                                  MARCH 31,   DECEMBER 31,
                                                    2001          2000
                                                --------------------------
                                                 (UNAUDITED)

Current assets:
  Cash and cash equivalents                     $   351,235   $   480,126
  Marketable securities                              70,929        97,394
  Accounts receivable                                57,970        42,435
  Inventory                                         637,407       563,140
  Prepaid expenses and other                         52,989        66,385
                                                -------------------------
     Total current assets                         1,170,530     1,249,480

Leasehold improvements and equipment, net         1,029,975     1,055,688
Due from affiliated stores                          165,618       138,661
Note receivable - related party                      20,000        20,000
Other assets                                         29,160        33,582
Net assets of discontinued operations               461,804       295,154
                                                -------------------------
 Total assets                                   $ 2,877,087   $ 2,792,565
                                                =========================




















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




                                     2





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

<TABLE>
<CAPTION>

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
                                                         MARCH 31,     DECEMBER 31,
                                                           2001            2000
                                                       ----------------------------
                                                        (UNAUDITED)
<S>                                                    <C>             <C>
Current liabilities:
  Current portion of long-term debt                    $     51,082    $     49,891
  Current portion of obligations under
    capital leases                                           15,931          15,931
  Accounts payable and accrued expenses                   1,505,910       1,284,699
                                                       ----------------------------
     Total current liabilities                            1,572,923       1,350,521

Note payable to shareholder                               4,807,891       4,700,561
Due to affiliated stores                                  1,582,121       1,689,529
Long-term debt, net of current portion                      480,202         493,428
Obligation under capital leases, net
  of current portion                                         17,471          23,153
Deferred income                                             253,929         178,919
                                                       ----------------------------
     Total liabilities                                    8,714,537       8,436,111
                                                       ----------------------------
Minority interest                                                 -       5,000,000
                                                       ----------------------------
Shareholders' equity (deficit):
  Series A Convertible Preferred Stock, no par
    value, 500,000,000 shares authorized; no
    shares issued                                                 -               -

  Common Stock, no par value, 15,000,000
    shares authorized, 8,135,097 shares
    issued and outstanding                                6,107,700       6,107,700
  Stock options issued                                      268,300         268,300
  Accumulated other comprehensive income                     39,150          65,615
  Additional paid-in capital                              4,995,000               -
  Accumulated deficit                                   (17,247,600)    (17,085,161)
                                                       ----------------------------
     Total shareholders' equity (deficit)                (5,837,450)    (10,643,546)
                                                       ----------------------------
Total liabilities and shareholders' equity (deficit)   $  2,877,087    $  2,792,565
                                                       ============================

</TABLE>




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




                                    3



             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                         2001          2000
                                                           ------------------------
<S>                                                        <C>           <C>
Revenues:
   Retail operations                                       $  643,650    $  619,694
   Callaway Golf Center(tm)                                   620,464       618,059
   Other                                                            -        10,367
                                                           ------------------------
          Total revenues                                    1,264,114     1,248,120

Cost of Revenues:
   Retail operations                                          478,761       467,978
   Callaway Golf Center(tm)                                    78,694        94,962
                                                           ------------------------
          Total cost of revenues                              557,455       562,940
                                                           ------------------------
               Gross profit                                   706,659       685,180

Operating expenses:
   Selling, general and administrative                        744,275       734,694
   Depreciation and amortization                               26,670        36,915
                                                           ------------------------
          Total Operating Expenses                            770,945       771,609
                                                           ------------------------
Operating loss                                                (64,286)      (86,429)

Interest expense, net                                        (154,392)      (86,630)
                                                           ------------------------
Loss from continuing operations before minority interest     (218,678)     (173,059)

Minority interest in loss of subsidiary                             -       116,730
                                                           ------------------------
Loss from continuing operations                              (218,678)      (56,329)

DISCONTINUED OPERATIONS:
  Gain from disposal of discontinued segment                   56,239             -
  Loss from discontinued operations of
    SportPark business                                              -      (823,441)
                                                           ------------------------
Income (loss) from discontinued operations                     56,239      (823,441)
                                                           ------------------------
          Net loss                                           (162,439)     (879,770)
                                                           ------------------------
Other comprehensive income:
  Unrealized holding losses on securities                     (26,465)            -
                                                           ------------------------
          Comprehensive loss                               $ (188,904)   $ (879,770)
                                                           ========================
NET LOSS PER SHARE:
  Basic and diluted:
    Loss from continuing operations                        $    (0.03)   $    (0.01)
    Income (loss) from discontinued operations                   0.01         (0.10)
                                                           ------------------------
      Net loss per share                                   $    (0.02)   $    (0.11)
                                                           ------------------------
</TABLE>

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

                                     4


             SPORTS ENTERTAINMENT ENTERPRISES, INC. AND SUBSIDIARIES
                     CONSOLIDATED STATEMENTS OF CASH FLOWS
               FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                                 (UNAUDITED)

<TABLE>
<CAPTION>
                                                                       2001           2000
                                                                   ------------------------
<S>                                                                <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                         $ (162,439)   $
(879,770)
    Adjustment to reconcile net loss to net cash provided by
      operating activities of continuing operations:
    (Income) loss from discontinued operations                        (56,239)      823,441
    Common stock of subsidiary issued for services                          -        29,182
    Minority interest                                                       -
(116,730)
    Depreciation and amortization                                      26,670        36,915
  Changes in operating assets and liabilities:
    Increase in accounts receivable                                   (15,535)
(12,048)
    Increase in inventories                                           (74,267)
(108,142)
    (Increase) decrease in prepaid expenses and other                  17,818
(6,738)
    Increase in accounts payable and accrued expenses                 221,211       278,745
    Increase (decrease) in deferred income                             75,010
(6,339)
                                                                    -----------------------
          Net cash provided by operating activities
            of continuing operations                                   32,229        38,516
                                                                    -----------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Leasehold improvements expenditures                                    (957)
(19,841)
                                                                    -----------------------
          Net cash used in investing activities
            of continuing operations                                     (957)
(19,841)
                                                                    -----------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
  Increase (decrease) in due to affiliated stores                    (152,779)       89,037
  Increase in notes payable and notes payable
    to shareholder and related entity                                  95,295        16,492
  Cash paid to redeem preferred stock of subsidiary                    (5,000)            -
  Principal payments on capital leases                                 (5,682)
(14,139)
                                                                    -----------------------
          Net cash provided by (used in) financing activities
            of continuing operations                                  (68,166)       91,390
                                                                    -----------------------
NET CASH USED IN DISCONTINUED OPERATIONS                              (91,997)
(93,634)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                 (128,891)       16,431
                                                                    -----------------------
CASH AND CASH EQUIVALENTS, beginning of period                        480,126       200,501

CASH AND CASH EQUIVALENTS, end of period                            $ 351,235    $  216,932
                                                                    =======================
SUPPLEMENTAL CASH FLOW INFORMATION:
     Cash paid for interest                                         $  16,822    $   18,119
                                                                    =======================
NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Common stock of subsidiary issued in exchange for
    consulting services                                             $       -    $  116,730
                                                                    =======================
</TABLE>


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

                                     5


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


1.  CONSOLIDATED FINANCIAL STATEMENTS

The accompanying unaudited consolidated financial statements include the
accounts of Sports Entertainment Enterprises, Inc. ("SPEN") a Colorado
corporation, and its subsidiaries, All-American SportPark, Inc. ("AASP"), LVDG
Development Corporation ("Development") and LVDG Rainbow, Inc.
("Rainbow")(collectively, the "Company").  As of March 31, 2001, SPEN owns
approximately 63.5% of the outstanding common stock and 100% of the
outstanding convertible preferred stock which, combined, represents
approximately 71.4% ownership of All-American SportPark, Inc. ("AASP"), a
publicly traded company.  All significant inter-company accounts and
transactions have been eliminated.

The accompanying financial statements have been prepared by the Company
pursuant to the rules and regulations of the Securities and Exchange
Commission relating to interim financial statements.  Accordingly, certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted.  In the opinion of management, all necessary adjustments
have been made to present fairly, in all material respects, the financial
position, results of operations and cash flows of the Company at March 31,
2001 and for all periods presented.

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.

These consolidated financial statements should be read in conjunction with the
Company's Annual Report on Form 10-KSB for the year ended December 31, 2000.

The Company's continuing operations consist of one Company-owned retail store
in Las Vegas, Nevada and, through AASP, the Callaway Golf Center located on 42
acres of land on the south end of the Las Vegas "Strip".  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 Saint Andrews Golf Shop,
Callaway Performance Center, Giant Golf teaching academy, and the Bistro 10
restaurant and bar.

2.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.









                                    6


As of December 31, 2000, management of AASP formalized a plan to dispose of
the SportPark facility because (1) historically, the property has sustained
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.  AASP Management has been working with the
Landlord of the SportPark (see Note 3) in negotiating with several prospects
who may purchase or lease the SportPark property. It remains uncertain whether
AASP will retain any ownership interest in the SportPark.  Accordingly, the
Company has accounted for AASP's SportPark business segment as "Discontinued
Operations" in the accompanying consolidated financial statements for all
periods presented.

Net assets of AASP's discontinued Sportpark business included in the
accompanying consolidated balance sheets consisted of the following:

                                                   March 31,   December 31,
                                                      2001         2000
                                                  -----------  -----------
        Current assets                            $   409,916  $   171,182
        Property and equipment, net                14,879,510   14,879,510
        Other assets                                  444,995      495,396
                                                  -----------  -----------
                                                   15,734,421   15,546,088
                                                  -----------  -----------
        Notes payable (See Note 3)                 13,080,776   13,080,776
        Capital lease obligations                     270,123      290,773
        Accounts payable and accrued liabilities    1,406,030    1,455,283
        Deferred income                               417,152      307,152
                                                  -----------  -----------
                                                   15,174,081   15,133,984
                                                  -----------  -----------
             Net assets to be disposed of         $   560,340  $   412,104
                                                  ===========  ===========

Revenues related to discontinued operations totaled $335,958 and $906,683 for
the three-month periods ended March 31, 2001 and 2000, respectively.

3.SPORTPARK LOAN AGREEMENT

On September 15, 1998 AASP consummated a $13,500,000 secured loan with Nevada
State Bank ("Lender").  The original term of the loan was 15 years with
interest measured at a fixed rate of 4% above the Lender's five-year LIBOR
rate measured September 1, 1998, 2003 and 2008.  The initial interest rate
through 2003 was 9.38%.  The loan is secured by substantially all the assets
of AASP that existed at the time the financing was completed and was also
secured by 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






                                    7




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 to the Landlord.  Additionally, the Landlord was issued 75,000 stock
options 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 work in December 1999 and completed it
in February 2000. The product of the evaluation included a detailed plan to
help the SportPark eventually achieve profitability and commence servicing the
Bank's debt.  The Bank hired a different industry consultant who, after a
limited review, concluded that the SportPark 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 Nevada
State Bank 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 7.

4.  EARNINGS PER SHARE AND SHAREHOLDER'S EQUITY

Basic and diluted earnings per share is computed by dividing the reported net
income or loss from continuing operations and discontinued operations by the
weighted average number of common shares outstanding during the period. The








                                    8


weighted-average number of common and common equivalent shares used in the
calculation of basic and diluted earnings per share were 8,135,097 for the
three-month periods ended March 31, 2001 and 2000, respectively.

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 AASP's Board of
Directors resigned. Also, all agreements and contractual obligations between
AASP and TOI were terminated.  This transaction resulted in a decrease of
Minority interest of $5 million with an offsetting increase of $4,995,000 to
Paid-in Capital for the difference between the amount paid and the Minority
Interest.

5.  RELATED PARTY TRANSACTIONS

The Company owned retail store has extensive transactions with a retail store
owned by the Company's chairman (the "Affiliated Store" or "Paradise Store").
The Paradise Store operates in Las Vegas, Nevada.  The Paradise Store and the
Company owned store benefit through volume purchasing together and shared
costs of local and national advertising.  The Paradise Store and the Company
owned store share advertising costs equally in the Las Vegas market area.
These advertising costs were $50,305 and $33,907 for the three months ended
March 31, 2001 and 2000, respectively.  Purchases of merchandise from the
Paradise Store are recorded at the Company's cost and totaled $129,950 and
$67,035 for the three months ended March 31, 2001 and 2000, respectively.

As of March 31, 2001 and December 31, 2000, the Company owned store owed the
Paradise store $873,593 and $984,765, respectively.  This liability has arisen
over the past few years as a result of inventory advances from the Paradise
store to the Rainbow store.  In March 2001, $110,000 was paid to the Paradise
store to reduce this obligation.  Accrued interest payable of $304,317 and
$280,541 is included with the above amounts as of March 31, 2001 and December
31, 2000, respectively, in the accompanying consolidated balance sheets under
the caption "Due to affiliated stores."

6.  LEASES

The land underlying the SPLV and CGC 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 gross revenue levels.  The lease commenced October 1, 1997 for CGC and
February 1, 1998 for SPLV.  The terms of both leases are 15 years with two
five-year renewal options.  Both leases have corporate guarantees of AASP.

Due to cash constraints, AASP negotiated an agreement with the landlord to
defer the land lease payments on both the SPLV and CGC 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.

7.  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, for the three months ended
March 31, 2001, the Company had a net loss of $162,439 and has experienced
cash flow problems since September of 1999.  For the year ended December 31,






                                      9


2000, the Company had a net loss of $11,256,535 and a net loss from continuing
operations of $225,127.  As of March 31, 2001, the Company had a working
capital deficit of $402,393.  Additionally, the $13 million note payable
secured by a first deed of trust on the discontinued SportPark segment (Note
2) 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 (see
Note 6).

AASP Management and the Landlord are negotiating with several prospects who
may 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.


































                                    10



                               SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.

                                SPORTS ENTERTAINMENT ENTERPRISES, INC.



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





































                                     11